C. Sarantopoulos Flour Mills S.A. — Proxy Solicitation & Information Statement 2026

Jun 4, 2026

E. TARANTOPOVACIT S.A. FRANCOPOVICO - TORRAL

FLOURMILLS K. SARANTOPOULOS S.A.

VAT no: EL094012705 - G.E.MI No: 044313107000

INVITATION

TO THE 101st ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF

" FLOURMILLS K. SARANTOPOULOS S.A."

General Electronic Commercial Registry (GEMI) No. 044313107000 - Former Companies Reg. No. 7703/06/B/86/129

In accordance with the law and the Articles of Association of FLOURMILLS K. SARANTOPOULOS S.A. (the "Company"), the holders of ordinary registered shares of the Company (the "Shareholders") are invited to attend the 101st Annual General Meeting, to be held on Thursday, 25 June 2026, at 11:00 a.m., at the registered office of the Company located at 3 Dimokratias Avenue, Keratsini, Attica, Greece, for the purpose of discussing and resolving upon the following agenda items:

1. Submission and approval of the Annual Financial Report of the Company and the Group for the financial year 01.01.2025 - 31.12.2025, together with the relevant Reports of the Board of Directors and the Independent Certified Auditor.
2. Approval of the overall management of the Company for the financial year 01.01.2025 - 31.12.2025, in accordance with Article 108 of Law 4548/2018, and discharge of the Independent Certified Auditors from any liability for compensation pursuant to Article 117 paragraph 1(c) of Law 4548/2018.
3. Submission of the Annual Audit Committee Report to the General Meeting for the financial year 01.01.2025 - 31.12.2025, pursuant to Article 44 paragraph 1(h) of Law 4449/2017, and briefing of shareholders by the Chairman of the Audit Committee.
4. Submission of the Independent Non-Executive Directors' Report to the General Meeting, in accordance with Article 9 paragraph 5 of Law 4706/2020, as in force.
5. Approval of the remuneration and compensation paid to the members of the Board of Directors for the financial year 01.01.2025 - 31.12.2025 and pre-approval of the remuneration and compensation to be paid to the members of the Board of Directors during the financial year 2026, in accordance with Article 109 of Law 4548/2018.
6. Submission of the Remuneration Report for the year 2025 for discussion and advisory vote by the General Meeting, in accordance with Article 112 of Law 4548/2018.
7. Appointment of an audit firm for the statutory audit of the Annual Financial Statements and the review of the Interim Financial Statements (separate and consolidated), as well as for the issuance of the Annual Tax Compliance Report for the financial year 2026, and approval of its remuneration.
8. Resolution on the offsetting of accumulated losses against the share premium reserve, in accordance with Article 35 paragraph 3(b) of Law 4548/2018.
9. Approval of the updated Board Suitability Policy, in accordance with Article 3 of Law 4706/2020, as amended by Law 5178/2025.
10. Election of a new Board of Directors and designation of its independent non-executive members, in accordance with Law 4706/2020, as in force.
11. Resolution on the type of Audit Committee, its term of office, the number of its members and their status, in accordance with Article 44 paragraph 1(b) of Law 4449/2017.
12. Granting permission, pursuant to Article 98 paragraph 1 of Law 4548/2018, to members of the Board of Directors and Company executives to participate in boards of directors or management bodies of companies within and/or outside the Group pursuing business activities identical or similar to those of the Company.
13. Other announcements and resolutions.

3 Dimokratias Avenue, Keratsini, P.C. 187 56, Greece
T: +30 210 4009696 | F: +30 210 4009888

info@ksarantopoulos.gr

www.ksarantopoulos.gr

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E. TARANTOPOVACIT PENINSULA
FLOURMILLS K. SARANTOPOULOS S.A.
VAT no: EL094012705 - G.E.MI No: 044313107000

I. Right to participate and vote at the General Meeting

Each share entitles its holder to one vote. Shareholders who are registered at the beginning of the fifth (5th) day prior to the date of the Annual General Meeting of 25 June 2026, i.e. at the beginning of 20 June 2026 (the "Record Date"), in the shareholders' registry of the Company maintained electronically by Hellenic Exchanges – Athens Stock Exchange S.A. ("ATHEX"), shall be entitled to attend and vote at the General Meeting. No blocking or restriction of shares is required for participation in the General Meeting. Shareholder status shall be evidenced by means of a written confirmation issued by ATHEX or, alternatively, through direct electronic access of the Company to the relevant ATHEX records.

For the purposes of participation and voting at the General Meeting, the Company shall recognize as shareholders only those persons having shareholder status on the relevant Record Date.

The Articles of Association of the Company do not provide for participation in, or voting at, the General Meeting by correspondence or by electronic means.

Furthermore, shareholders may participate in the General Meeting through a proxy and exercise their voting rights in accordance with the shareholder's written instructions. For this purpose, the Company has designated specific members of its personnel whom shareholders may authorize to represent them and vote on their behalf at the General Meeting, in accordance with the procedure described in this Invitation. Shareholders wishing to make use of this option are kindly requested to contact the Company's Shareholder Services Department at 3 Dimokratias Avenue, Keratsini, P.C. 18756, Greece (Tel.: +30 210 4009696).

II. Participation process and vote by proxy

Each shareholder may participate in the General Meeting and vote either in person or through a proxy. Each shareholder may appoint up to three (3) proxies. However, if a shareholder holds shares of the Company that are recorded in more than one securities account, this limitation shall not prevent such shareholder from appointing different proxies in respect of the shares held in each securities account for the purposes of the General Meeting.

Legal entities may participate in the General Meeting by appointing up to three (3) natural persons as their representatives.

A proxy acting on behalf of more than one shareholder may vote differently for each shareholder.

Prior to the commencement of the General Meeting, a shareholder's proxy shall disclose to the Company any specific facts that may be relevant to shareholders in assessing whether there is a risk that the proxy may pursue interests other than those of the shareholder represented.

For the purposes of this paragraph, a conflict of interests may arise in particular where the proxy:

a) is a shareholder exercising control over the Company, or another legal entity or undertaking controlled by such shareholder;
(b) is a member of the Board of Directors or, in general, of the management of the Company, or of a shareholder exercising control over the Company, or of another legal entity or undertaking controlled by such shareholder;
(c) is an employee or statutory auditor of the Company, or of a shareholder exercising control over the Company, or of another legal entity or undertaking controlled by such shareholder; or
(d) is a spouse or a first-degree relative of any of the natural persons referred to in items (a) to (c) above.

3 Dimokratias Avenue, Keratsini, P.C. 187 56, Greece
T: +30 210 4009696 | F: +30 210 4009888
info@ksarantopoulos.gr
www.ksarantopoulos.gr

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E. TARANTOPOVACIT P. FITARAPORTICO TEPNAU

FLOURMILLS K. SARANTOPOULOS S.A.
VAT no: EL094012705 - G.E.MI No: 044313107000

Shareholders wishing to participate in the General Meeting through a proxy are requested to submit the relevant Proxy Appointment Form, which is available at the Company's registered offices (Shareholder Services Department, 3 Demokratias Avenue, Keratsini, Greece) and on the Company's website (www.ksarantopoulos.gr), at least forty-eight (48) hours prior to the General Meeting, i.e. no later than Tuesday, 23 June 2026 at 11:00 a.m.

In the absence of a relevant provision in the Articles of Association, the Company does not accept electronic notifications regarding the appointment or revocation of proxies.

III. Deadlines for exercising minority shareholder rights (par. 2, 3, 6 and 7 of article 141 of Law 4548/2018).

(A) Shareholders representing one twentieth (1/20) of the paid-up share capital may request that additional items be included on the agenda of the General Meeting, provided that the relevant request is received by the Board of Directors at least fifteen (15) days prior to the date of the General Meeting. Such request must be accompanied by a justification or by a draft resolution for approval by the General Meeting. The revised agenda shall be published in the same manner as the original agenda thirteen (13) days prior to the date of the General Meeting and shall simultaneously be made available on the Company's website together with the justification or draft resolution submitted by the requesting shareholders. If the additional agenda items are not published, the requesting shareholders are entitled to request the postponement of the General Meeting pursuant to Article 141 paragraph 5 of Law 4548/2018 and to proceed with the publication themselves at the Company's expense.

(B) Shareholders representing one twentieth (1/20) of the paid-up share capital are entitled to submit draft resolutions on items included in the original or any revised agenda of the General Meeting. The relevant request must be received by the Board of Directors at least seven (7) days prior to the date of the General Meeting. The draft resolutions shall be made available to shareholders, in accordance with Article 123 paragraph 3 of Law 4548/2018, at least six (6) days prior to the date of the General Meeting.

(C) Upon request submitted to the Company at least five (5) full days prior to the date of the General Meeting, any shareholder may request that the Board of Directors provide the General Meeting with specific information regarding the affairs of the Company, insofar as such information is relevant to the items on the agenda. The Board of Directors is not required to provide such information if it is already available on the Company's website. Furthermore, upon request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is required to disclose to the Annual General Meeting the amounts paid during the preceding two-year period to each member of the Board of Directors or to the Company's executive officers, as well as any benefits granted to such persons under any cause or contractual arrangement with the Company. In all such cases, the Board of Directors may refuse to provide the requested information for a substantial and valid reason, which shall be recorded in the minutes of the General Meeting. The Board of Directors may provide a single response to multiple shareholders' requests having the same content.

(D) Upon request of shareholders representing one tenth (1/10) of the paid-up share capital, submitted to the Company at least five (5) full days prior to the date of the General Meeting, the Board of Directors shall provide the General Meeting with information concerning the course of the Company's affairs and its financial position.

The Board of Directors may refuse to provide such information for a substantial and valid reason, which shall be recorded in the minutes of the General Meeting.

3 Dimokratias Avenue, Keratsini, P.C. 187 56, Greece
T: +30 210 4009696 | F: +30 210 4009888

info@ksarantopoulos.gr www.ksarantopoulos.gr

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E. TARANTOPOVACIT

FLOURMILLS K. SARANTOPOULOS S.A.

VAT no: EL094012705 - G.E.MI No: 044313107000

In all the above cases, the requesting shareholders must provide evidence of their shareholder status and of the number of shares held at the time of exercising the relevant right. Such evidence may be provided by means of a certificate issued by the intermediary or participant maintaining the relevant securities account or through verification of shareholder status by direct electronic connection between such intermediary and the Company.

IV. Availability of documents and information pursuant to Article 123 of Law 4548/2018

The information and documents referred to in Article 123 paragraphs 3 and 4 of Law 4548/2018, including this Invitation to the General Meeting, the Proxy Appointment Form and the Board of Directors' comments on the items of the agenda, are available in electronic form on the Company's website at www.ksarantopoulos.gr. Interested shareholders may obtain copies of the documents and draft resolutions referred to in Article 123 paragraph 4 of Law 4548/2018 by visiting the Company's registered offices (3 Dimokratias Avenue, Keratsini, P.C. 18756, Greece) or by contacting the Shareholder Services Department at +30 210 4009696.

Keratsini, 25th May 2026

The Board of Directors

3 Dimokratias Avenue, Keratsini, P.C. 187 56, Greece
T: +30 210 4009696 | F: +30 210 4009888

info@ksarantopoulos.gr

www.ksarantopoulos.gr