Quality and Reliability S.A. — Proxy Solicitation & Information Statement 2026

Mar 9, 2026

INVITATION TO THE SHAREHOLDERS OF THE SOCIETE ANONYME UNDER THE NAME
"QUALITY & RELIABILITY SA"
GEMI No. 000853601000
(formerly No. M.A.E. 16439/06/B/88/24)
TO AN EXTRAORDINARY GENERAL MEETING ON 30.03.2026

By decision of the Board of Directors dated 06.03.2026 and in accordance with Law 4548/2018 and Article 14 of the Articles of Association, the shareholders of the Company are invited to attend an Extraordinary General Meeting on Monday, 30.03.2026, at 10 a.m., which will be held at the Company's registered office at 12th km of the Athens-Lamia National Road, Metamorfosi, Athens, Greece, to discuss and decide on the following items on the agenda:

AGENDA ITEMS

1. Establishment of a Share Allocation Program in accordance with Article 113 of Law 4548/2018, for members of the Board of Directors, executives, and staff, and authorization of the Board of Directors.
2. Approval of a Share Buyback Program, in accordance with Article 49 of Law 4548/2018 and in compliance with Regulation (EU) 596/2014 (MAR), exclusively for the purpose of the share distribution program.

In the event that the quorum required by law for the adoption of a decision on the above items on the Agenda is not achieved, any Repeat Extraordinary General Meeting will be held on 06.04.2026, Monday at 10 a.m., in accordance with the provisions of Article 130(2) of Law 4548/2018, as applicable, at the same venue.

The items on the agenda of any Repeat Extraordinary General Meeting will be the same as those mentioned above.

In accordance with Articles 121(4), 124, and 128 of Law 4548/2018, as currently in force, the Company informs shareholders of the following:

A. RIGHT TO PARTICIPATE AND VOTE

Each share entitles the holder to one (1) vote. Anyone who appears as a shareholder in the records of the Dematerialized Securities System (DSS) managed by "HELLENIC EXCHANGES S.A." (HELEX), which holds the Company's securities (shares). Shareholder status must be held on 25.03.2026 (record date), i.e. at the start of the fifth (5th) day before the date of the General Meeting on 30.03.2026.

This record date shall also apply to any Repeat Extraordinary General Meeting which, in accordance with the above, shall be held on 06.04.2026, on Monday at 10 a.m., in the event that the quorum required by law for the adoption of a resolution at the Extraordinary General Meeting on March 30, 2026, is not achieved. Proof of shareholder status may be provided by any legal means and, in any case, based on information received by the Company from the central securities depository, provided that it provides registry services, or through the participants and registered intermediaries in the central securities depository in any other case. Only those who are shareholders on the relevant record date are considered by the Company to have the right to participate and vote at the General Meeting. It should be noted that the exercise of these rights (participation and voting) does not require the blocking of the beneficiary's shares or the observance of any other similar procedure that restricts the possibility of selling and transferring them during the period between the record date and the date of the General Meeting.

---

B. MINORITY RIGHTS OF SHARES

(a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Company's Board of Directors is obliged to include additional items on the agenda of the General Meeting, provided that the relevant request is submitted to the Board of Directors by 13.03.2026, i.e. at least fifteen (15) days before the General Meeting. The request for the inclusion of additional items on the agenda shall be accompanied by a justification or a draft resolution for approval by the General Meeting, and the revised agenda shall be published in the same manner as the previous agenda, on 17.03.2026, i.e. thirteen (13) days before the date of the General Meeting, and at the same time made available to shareholders on the Company's website (see below), together with the justification or draft resolution submitted by the shareholders in accordance with the provisions of Article 123(4) of Law 4548/2018.

(b) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shall make available to shareholders, in accordance with the provisions of Article 123(3) of Law 4548/2018, no later than March 24, 2026, i.e. at least six (6) days before the date of the General Meeting, draft resolutions on items included in the initial or any revised agenda, if the relevant request is received by the Board of Directors by March 23, 2026, i.e. at least seven (7) days prior to the date of the Extraordinary General Meeting.

(c) At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up capital, the chairman of the meeting is obliged to postpone the decision-making of the general meeting only once, ordinary or extraordinary, on all or certain issues, setting the date for the continuation of the meeting as specified in the shareholders' request, which, however, may not be more than twenty (20) days from the date of the postponement. The general meeting following the postponement is a continuation of the previous one and does not require the repetition of the formalities for publishing the invitation to shareholders. New shareholders may also participate in this meeting, subject to the relevant participation formalities in accordance with the provisions of paragraph 6 of Article 124.

(d) Upon request by any shareholder submitted to the Company by 24.03.2025, i.e. at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific information on the Company's affairs, to the extent that they are relevant to the items on the agenda. Within the same deadline, the right provided for in clause c of paragraph 6 of Article 141 may also be exercised, provided that the relevant request is submitted by Shareholders representing 1/20 of the Company's paid-up share capital.

In all of the above cases, the Board of Directors may refuse to provide the information for a valid reason, which shall be recorded in the minutes.

(e) Upon request by shareholders representing one tenth (1/10) of the paid-up share capital, submitted to the Company by 24.03.2025, i.e. at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with information on the progress of the Company's affairs and its financial position. The Board of Directors may refuse to provide the information for a valid reason, which shall be recorded in the minutes.

(f) At the request of shareholders representing one-twentieth (1/20) of the paid-up share capital, voting on any item or items on the agenda shall be by open ballot.

The same deadlines for the exercise of minority shareholder rights shall also apply in the case of Repeat General Meetings.

---

In all of the above cases, the requesting shareholders must prove their shareholder status and, except in the case of the first sentence of paragraph 6 and paragraph 10 of Article 141 of Law 4548/2018, the number of shares they hold when exercising the relevant right. Proof of shareholder status may be provided by any legal means and, in any case, on the basis of information received by the Company from the central securities depository, provided that it provides registry services or through participants and registered intermediaries in the central securities depository in any other case.

C. PROCEDURE FOR EXERCISING VOTING RIGHTS THROUGH A PROXY

I) Shareholders participate in the Extraordinary General Meeting and vote either in person or through a proxy. Each shareholder may appoint up to three (3) proxies. Legal entities participate in the General Meeting by appointing up to three (3) natural persons as their representatives. However, if the shareholder holds shares of the Company that appear in more than one securities account, this restriction does not prevent the shareholder in question from appointing different proxies for the shares appearing in each securities account in relation to the General Meeting. A proxy acting on behalf of more than one shareholder may vote differently for each shareholder.

For the participation of the Shareholder through a proxy in the Extraordinary General Meeting of 30.03.2026, a relevant proxy form is available in printed form at the offices of Quality & Reliability AE (12th km Athens-Lamia National Road 11B, Metamorfosi, tel. 2108029409, fax: 2108029819) or in electronic form on the company's website as part of the information material for the Extraordinary General Meeting of 30.03.2026, at the following address www.qnr.com.gr.

On the proxy appointment form, the shareholder is required to fill in their full name, residential address, their Police ID or Passport Number, email address, and the mobile phone number of their proxy.

The completed and signed form may be submitted to the company either in hard copy, with the signature certified by the competent authority, at the above address of the company, or in electronic form at ir@qnr.com.gr no later than 48 hours before the date of the General Meeting. The beneficiary shareholder is requested to ensure that the proxy form has been successfully sent and received by the company by calling the above telephone numbers during business days and hours.

For any Repeat General Meeting on March 30, 2026, shareholders who did not appoint a proxy at the initial General Meeting may appoint up to three proxies, whose appointment must be made at least forty-eight (48) hours before the date of the General Meeting.

The shareholder's proxy is required to disclose to the Company, prior to the commencement of the General Meeting, any specific fact that may be useful to shareholders in assessing the risk that the proxy may serve interests other than those of the shareholder represented. Within the meaning of this paragraph, a conflict of interest may arise in particular when the proxy:

(a) is a shareholder who controls the Company or another legal person or entity controlled by that shareholder,

(b) is a member of the Board of Directors or, in general, of the management of the Company or a shareholder exercising control over the Company or another legal person or entity controlled by a shareholder exercising control over the Company,

(c) is an employee or auditor of the Company or a shareholder exercising control over the Company or another legal entity or entity controlled by a shareholder exercising control over the Company,

---

(d) is the spouse or first-degree relative of one of the natural persons referred to in cases (a) to (c) above.

The appointment and revocation or replacement of the shareholder's representative or proxy shall be made in writing and submitted to the Company in the same manner, at least forty-eight (48) hours before the date of the General Meeting. The Company has made available on its website (www.qnr.com.gr) the form it uses for the appointment of a proxy. This form must be completed and signed by the shareholder and submitted to the Company's Shareholder Services Department (12th km Athens-Lamia National Road 11B, Metamorfosi), or sent by fax to 210-8029819 at least forty-eight (48) hours before the date of the Extraordinary General Meeting. The eligible shareholder is requested to ensure that the proxy appointment form has been successfully sent and that it has been received by the Company, by calling 210-8029409 during business days and hours.

E. AVAILABLE DOCUMENTS - INFORMATION

The full text of the draft resolutions and any documents provided for in Article 123(4) of Law 4548/2018 will be available in hard copy at the Company's registered office (12th km of Athens-Lamia National Road, Metamorfosi). The information referred to in paragraphs 3 and 4 of Article 123 of Law 4548/2018 will be available in electronic form on the Company's website: www.qnr.com.gr

Metamorfosi, Attica, 6/3/2026

The Board of Directors