Loulis Food Ingredients S A : Articles of association 2023

ESTABLISHMENT, COMPANY NAME, REGISTERED OFFICES, DURATION AND OBJECT

Article 1

Establishment and Company Name, distinctive title

A Limited, Industrial and Commercial Company with the company name "FLOUR MILLS LOULIS S.A." is established. The company name "FLOUR MILLS LOULIS S.A." will be rendered for the Company's relations Abroad.

Upon the decision of the General Assembly of April 12, 2001, the company name is modified into "LOULIS MILLS S.A." As regards the international relations, the Company's company name will be rendered in an exact translation in the English language.

Upon the decision of the General Assembly of June 22, 2022, the company name is modified into "LOULIS FOOD INGREDIENTS S.A." and the distinctive title " LOULIS FOOD INGREDIENTS "

Article 2

Registered offices

The Municipality of Almyros, Municipal Community of Sourpi, Prefecture of Magnesia (Port Loulis) is specified as the Company's registered offices.

By a decision of the General Assembly and a modification of this article, the Company's registered offices may be transferred to any other Municipality or Community of Greece. By a decision of the Board of Directors, the Company may establish branches also in other municipalities or cities of Greece.

Article 3

Duration

The duration of the Company is indefinite and starts from the establishment of the Company according to the law.

Article 4

Object

The company's objects are:

1. The holding of roller mill and in general of industrial and commercial undertakings reducible to flour industry, cereals, manufacture of animal feed, agricultural products in general, and foodstuffs and agricultural supplies, fertilizers etc.
2. The production, purchase and resale, import, export and generally the distribution and marketing of cereal products or other land products, agricultural products and foodstuffs in general and agricultural supplies, fertilizers etc.
3. The manufacture or purchase and holding by any way of facilities and means of storage, packaging and distribution of the aforesaid products and the operation of transport means of such products owned by the company or third parties.
4. The provision of all types of services, intermediary or other, in the course of trade and generally the movement of the aforesaid products.
5. The production, marketing, processing, holding, working, preservation, handling of all foodstuffs, raw materials of which are such products are manufactured, or of derived products thereof and the pursuit of any relevant activity.
6. The manufacture and trading of machinery for production and processing of kataifi pastry sheet, bakery wares, confectionary and food and all kinds of machinery and equipment.
7. The transaction of imports and exports with regard to the above or related items, raw materials and derivatives or by-products or packaging, maintenance or handling movement materials thereof.
8. The provision of know-how and consultancy services in the field of food,
9. The generation and trading of electricity.
10. The holding of car-parking facilities and provision of car-washer services and other motor operation services

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1. The provision of vocational education and training services and the organization of educational seminars, programs and courses related to the food sector.
2. A Museum's operation and the organization of presentations, exhibitions, lectures and cultural events with respect to the cycle "wheat - flour - bread".
3. The undertaking of shipping works, loading and unloading, transport, transit, storage and distribution of goods and products, for its own account or on behalf of third parties, using its own means or with the means of third parties, as well as the provision of port facilities to third parties.
4. The operation and utilization of tax warehouses or areas of customs regimes in Company's owned or leased or granted real estate.
5. The undertaking of any type of transport of goods by land, sea and air with means of transport owned by the Company or leased (lease of a specific project and/or time, long-term lease, etc.) or chartered by third parties (ships).
6. The provision of services related to all types of customs clearance, import, export, storage, packaging and shipping of products, the transshipment of cargo to other ships and the management of cargo in transit and, in general, any required action related to the transport and transit trade of products.
7. The exercise of maritime agency business of any type and nature cargo and passenger ferries under Greek or foreign flag that sail to and from any Port of Greece.

To achieve its objectives the Company may:

1. Establish other enterprises and resident and non-resident companies having the same or similar purpose applying the purposes of the Company or participate and cooperate in any appropriate way with similar companies or undertakings.
2. Participate in any resident or non-resident company and business in general, either totally or partially covering its capital or acquiring shares or units therein or otherwise.
3. Represent any resident or non-resident undertakings pursuing the same or similar objectives or products thereof.
4. Establish branches, agencies or offices anywhere.
5. Produce, purchase, sell or operate immovable property, machinery, vehicles of any kind and generally any kind of movable and immovable assets offered to fulfill the purposes of the Company.
6. Realize through appropriate investments all the aforementioned purposes and activities.
7. Provide guarantees for third-natural or legal persons, as long as it falls into the interest of the Company
8. Establish institutions, associations or civil non-profit companies

SHARE CAPITAL - STOCKS

Article 5

The Company's share capital, which was originally set at 85.250 (eighty five thousand two hundred and fifty) British pounds, was divided in 85.250 stocks valued at 1 (one) British pound each.

The above-mentioned corporate capital is covered in total by the founders, Christos Th. Loulis, Konstantinos Th. Loulis, Nikolaos Th. Loulis and Georgios Th. Loulis and is paid by them 1) as regards the amount of eighty five thousand (85.000) British pounds, in real estate and mechanical installations of cylinder-mill by the first three contracting parties as follows and 2) as regards the rest of the amount of two hundred and fifty (250) British pounds, in cash by Georgios Th. Loulis, which has already been paid by him.

The aforementioned founders, Christos Th. Loulis, Konstantinos Th. Loulis, Nikolaos Th. Loulis individually and as the sole general partners of the Special Commercial Partnership with the company name "Loulis Brothers", which was established by my contract with the number 15937 of June fifteenth of the year 1925 and has its registered offices here (in the city of Volos), are contributing, ceding and transferring to the Limited Company, which is hereby established, the one third (1/3) ab indiviso that belongs to each thereof by virtue of the aforementioned Memorandum of Association, of the following real estate by a full right of possession and ownership, free from any liens: 1) of one Flour Industry Plant with its engine-room, of seven (7) floors in total, with a daily

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production of one hundred (100) to one hundred and twenty (120) thousand kilograms along with all the tools, machines and mechanical installations, full facilities, electric lighting and firefighting service, which are necessary for its function. A detailed inventory of all these is attached to this contract, which is signed by the partners, 2) of one wheat silo (Silos des bles) with a capacity of one and a half million kilograms, with all the necessary machinery and mechanical installations in general, 3) of a stable building, 4) of a sack and material storage, 5) of a building office with a residence and 6) all the area in general, where the real-estate properties lie, as they are quoted above, but also the land around them whatever its extent might be, including the surrounding stole walls, extending in total to 6.000 (six thousand) square cubits approximately or to 3.375 (three thousand three hundred and seventy five) square meters approximately. All the real estate properties quoted above, without exception, lie in the city of Volos of the Municipality of Pagasses, location of Karapakou and at Mitropolitou Grigoriou Street and they constitute a unified complex encircled from all sides by a stone-built walling. This complex is adjacent in its entirety to the above-quoted Mitropolitou Grigoriou Street and the other three sides are adjacent to anonymous streets of Volos' town-plan. The buildings are built on a court, which was initially devolved to the existing at that time Company "Loulis Brothers N. Chatzinikos and Co" by the contracts of the notary of Volos, Mr. Konstantinos Avlonites with the numbers 1944 and 1945 of the year 1914 and then was devolved to the Special Partnership "Th. Loulis Brothers" a) by the contract of the same notary with the number 2545 of the year 1915, b) by the contract of the notary of Volos, Mr. Konstantinos Kombiliris with the number 1322 of the year 1920 and c) by my contracts with the number 15323 of the year 1924 and with the number 15387 of the year 1925, and in particular [it was devolved] to the first three contracting parties, Christos, Konstantinos and Nikolaos Th. Loulis, with full ownership right and by one third (1/3) ab indiviso to each thereof.

The above-mentioned real estate properties, which belong to the Special Partnership, "Th. Loulis Brothers" and to its sole Full Partners, who are the first contracting parties, as it was aforementioned, are ceded by them and according to the aforementioned proportion of each thereof against the total amount of 85.000 (eighty five thousand) British pounds, which equal to 31.450.000 (thirty one million four hundred and fifty thousand) drachmas. Each pound is estimated at 370 (three hundred and seventy) drachmas, according to the current price of exchange, namely twenty eight thousand three hundred and thirty three and 1/3 (28.333 1/3) for each thereof, while all the formalities without exception of article 9 of the Law 2190 of the year 1920 about Limited Companies, regarding their appraisal have been abided. The fourth contracting party that is quoted above, the founder Georgios Th. Loulis is contributing in cash two hundred and fifty (250) British pounds, which were paid in full. The capital of the Company, which is paid according to the previous articles and in total and amounts to eighty-five thousand two hundred and fifty (85.250) British pounds, was paid by the contracting parties - founders, according to the above-mentioned, as follows: 1) Christos Th. Loulis [paid] twenty eight thousand three hundred and thirty three and 1/3 (28.333 1/3) British pounds, 2) Konstantinos Th. Loulis [paid] the same amount of twenty eight thousand three hundred and thirty three and 1/3 (28.333 1/3) British pounds, 3) Nikolaos Th. Loulis [paid] the same amount of twenty eight thousand three hundred and thirty three and 1/3 (28.333 1/3) British pounds and 4) Georgios Th. Loulis [paid] two hundred and fifty (250) British pounds. Consequently, the eighty-five thousand two hundred and fifty (85.250) shares, into which the Company's capital is divided, are distributed as follows:

1. Christos Th. Loulis receives twenty eight thousand three hundred and thirty three and 1/3 (28.333 1/3) shares
2. Konstantinos Th. Loulis receives twenty eight thousand three hundred and thirty three and 1/3 (28.333 1/3) shares
3. Nikolaos Th. Loulis receives twenty eight thousand three hundred and thirty three and 1/3 (28.333 1/3) shares and
4. Georgios Th. Loulis receives two hundred and fifty (250) shares.

(As it is quoted in details in the sheet of the Issue of Limited Companies of the Official Gazette with the number 13/22.2.1927)

By the decision of the General Assembly of the shareholders of 20.10.1947, [the share capital] was converted into 1.705.000.000 drachmas of earlier issue and was increased by 20% by virtue of the Legislation Decree 2021/1942 with the issue of 17050 shares and was set at 2.046.000.000 drachmas of earlier issue by the decision of General Assembly of the shareholders of 30.3.1950,

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namely at 2.046.000 drachmas of latest issue, which is divided into 102300 shares of 20 drachmas each.

To the implementation of Royal Decrees that were issued at times and to the implementation of the Legislation Decree of 10.5.1946 "about drawing up of Limited Companies' Balance Sheets", this capital was readjusted in the Company's Balance Sheets and wound up after these readjustments and after the decision of the General Assembly of the shareholders of 12.4.1957, to 8.401.899 drachmas, which was divided in 102300 shares of nominal value 8.213 each. This modification was published in the sheet of the Issue of Limited Companies of the Official Gazette with the number 298/24.6.1957.

Subsequently and to the implementation of the provisions of the Royal Decree of 28.3.1957 and upon the decision of the General Assembly of the shareholders of 19.7.1958, the share capital of the Company was set at 8.388.600 drachmas and was divided into 25575 shares of 328 drachmas each. The old 102300 shares were replaced by 25575 new shares (4 old by one new one) and this modification was published in the sheet of the Issue of Limited Companies of the Official Gazette with the number 417/14.10.1958.

Subsequently, and to the implementation of the provisions of article 1 of the Compulsory Law 148/1967 and according to the decision of the General Assembly of the shareholders of 28.6.1968, the share capital of 8.388.600 drachmas, which is quoted above, was increased by 12.583.064 drachmas. This increase resulted from the surplus value of the Company's courts and real estate, as it was estimated by the competent committee of article 9 of the Law 2190/1920, as regards the amount of 12.892.092 drachmas, and from the capitalization of the Company's reserve funds, as regards the amount of 1.690.972 drachmas. Due to that increase by 12.583.064 drachmas, 38.363 new shares of nominal value 328 drachmas each were issued and distributed for free to the Company's older shareholders at a proportion of 3 new shares for 2 old ones. Therefore, after this increase, the total share capital came up to 20.971.664 drachmas, which has been paid in full and was divided into 63.938 shares of nominal value 328 drachmas each. The relevant modification of article 5 of the memorandum of association was published in the sheet of the Issue of Limited and Limited Liability Companies of the Official Gazette with the number 1003/30.9.1968.

Now to the implementation of the provisions of article 1 of the Compulsory Law 148/1967 and according to the decision of the General Assembly of the shareholders of April 30, 1971, the share capital of 20.971.664 drachmas is increased by 7.155.648 drachmas. This increase results from the capitalization of the Company's following reserve funds: 1) 1.878.562,05 drachmas from the extraordinary reserve fund and 2) 5.277.085,95 drachmas from the reserve fund which was formed on the basis of article 8 of the Law 3213/55.

Due to this increase of the share capital by 7.155.648 drachmas, 21816 new shares will be issued, which will have the same nominal value of 328 (three hundred and twenty-eight) drachmas each as the old shares that have been paid in full, at a proportion of 0,3412 new shares for 1 (one) old one, without the shareholders paying any amount. Therefore, the Company's share capital amounts now to the total amount of 28.127.312 (twenty eight million one hundred and twenty seven thousand three hundred and twelve) drachmas and is divided into 85754 (eighty five thousand seven hundred and fifty four) shares of nominal value 328 (three hundred and twenty eight) drachmas each and has been paid in full. Apart from the aforementioned modifications and to the implementation of the provisions of article 19 of the Law 542/77 and according to the decision of the General Assembly of the shareholders of June 30, 1977, the above-mentioned share capital that comes up to 28.127.312 drachmas is increased by 17.370.880 drachmas. This increase resulted from the capitalization of the surplus value that accrued from the readjustment of the real estate properties' value (courts and buildings) and to the implementation of articles 16 and 17 of the Law 542/77, which surplus value came up to the amount of 17.370.775 drachmas, to which 105 drachmas were added from the extraordinary reserve fund for the full division of the amount of increase by the amount of 328 drachmas that represents the nominal value of the old shares. Due to that increase by 17.370.880 drachmas, 52960 new shares will be issued and each thereof will have the same nominal value of 328 drachmas, as the old shares. It is specified that the shareholders will receive them at a proportion of 0,61758 new shares for 1 (one) old share without the shareholders paying any amount. Therefore, the share capital of the Company comes up now to the total amount of 45.498.192 (forty five million four hundred and ninety eight thousand one hundred and ninety two) drachmas and is divided into

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138714 (one hundred and thirty eight thousand seven hundred and fourteen) shares of nominal value 328 (three hundred and twenty eight) drachmas each and has been paid up in full.

Now to the implementation of article 12 of the Compulsory Law 876/79 and according to the decision of the extraordinary General Assembly of the shareholders of 28.2.1981, the above-mentioned amount of 45.498.192 (forty five million four hundred and ninety eight thousand one hundred and ninety two) drachmas, which is the share capital, is increased by 5.000.032 (five million and thirty- two) drachmas. Half of this increase of 2.500.016 (two million five hundred and sixteen) drachmas results from the capitalization of the tax-free reserve fund of article 2 of the Compulsory Law 147/67, while the remaining amount of 2.500.016 drachmas will be paid from the shareholders' personal capitals until 31.12.1981.

Due to that increase of the share capital by 5.000.032 drachmas, 15244 (fifteen thousand two hundred and forty four) new shares will be issued and each thereof will have the same nominal value of 328 drachmas, as the old shares. It is specified that the shareholders will receive them at a proportion of 0,109895 new shares for 1 (one) old share.

Therefore, the share capital of the Company comes up now to the total amount of 50.498.224 (fifty million four hundred and ninety eight thousand two hundred and twenty four) drachmas and is divided into 153958 (one hundred and fifty three thousand nine hundred and fifty eight) shares of nominal value 328 (three hundred and twenty eight) drachmas each.

Upon the aforementioned modifications and to the implementation of the provisions of article 8-10 of the Law 1249/1982 and according to the decision of the General Assembly of June 28, 1982, the above-mentioned share capital that comes up to the amount of 50.498.224 (fifty million four hundred and ninety eight thousand two hundred and twenty four) drachmas is increased by 67.991.776 (sixty seven million nine hundred and ninety one thousand seven hundred and seventy six) drachmas. This increase results from the capitalization of the surplus value that accrued from the readjustment of the courts and buildings' value and to the implementation of the provisions that were quoted above and came up to the amount of 67.939.697 drachmas. The remaining amount of 52.079 drachmas will be paid from the shareholders' personal capitals until 31.12.1982.

Due to that increase of the share capital by 67.991.776 drachmas, 207.292 (two hundred and seven thousand two hundred and ninety two) new shares will be issued and each thereof will have the same nominal value of 328 drachmas, as the old shares. It is specified that the shareholders will receive them at a proportion of 1,3464915 new shares for 1 (one) old share.

Therefore, the share capital of the Company comes up now to the total amount of 118.490.000 (one hundred and eighteen million four hundred and ninety thousand) drachmas and is divided into 361.250 (three hundred and sixty one thousand two hundred and fifty) bearer shares of nominal value 328 (three hundred and twenty eight) drachmas each.

Upon the aforementioned modifications and according to the decision of the annual Ordinary General Assembly of June 14, 1983 in combination with the decision of the National Economy Ministry with the number IE/8799/40075/N. 1262/82, which was issued to the implementation of the provisions of the Law 1262/82, the above-mentioned share capital that comes up to the amount of 118.490.000 (one hundred and eighteen million four hundred and ninety thousand) drachmas is increased by 10.505.840 (ten million five hundred and five thousand eight hundred and forty) drachmas. This increase results from the capitalization of the Company's extraordinary surplus value that comes up to the amount of 2.776.168 (two million seven hundred and seventy six thousand one hundred and sixty eight) drachmas. The remaining amount of 7.729.672 (seven million seven hundred and twenty nine thousand six hundred and seventy two) drachmas will be paid from the shareholders' personal capitals.

Due to this increase of the share capital by 10.505.840 (ten million five hundred and five thousand eight hundred and forty) drachmas, 32.030 (thirty two thousand and thirty) registered shares will be issued and each thereof will have the same nominal value of 328 drachmas that also the old bearer shares had. It is specified that the shareholders will receive them at a proportion of one (1) new share for 11.2784889 (36125/32030) old shares after they have adduced the coupon of old shares with number 2.

Therefore, the share capital of the Company comes up now to the total amount of 128.995.840 (one hundred and twenty eight million nine hundred and ninety five thousand eight hundred and forty)

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