Loulis Food Ingredients S A : Report of the Independent non-executive members of the Board of directors

INDEPENDENT NON-EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS

REPORT OF THE COMPANY "LOULIS FOOD INGREDIENTS S.A."

ACCORDING TO ARTICLE 9 § 5 OF LAW 4706/2020,

ADDRESSED TO THE 07.06.2023 GENERAL MEETING OF SHAREHOLDERS

This report was jointly prepared by the independent non-execu�ve members of the Board of
Directors of "LOULIS FOOD INGREDIENTS SA", in compliance with the provision of ar�cle 9 par.
5. Law 4706/2020 and the respec�ve guidelines of the Hellenic Capital Market Commission
and is addressed to the 07.06.2023 annual General Mee�ng of Shareholders of the Company.
In the context of the obliga�ons set out in Ar�cle 7 of Law 4706/2020 for non-execu�ve
members, they:
a) monitor and examine the Company's strategy and its implementa�on, as well as the
achievement of its objec�ves,
b) ensure effec�ve oversight of execu�ve members, including monitoring and control of their
performance; and
c) examine and express views on proposals submited by execu�ve members, based on
exis�ng informa�on.
In view of the above-men�oned, to execute these obliga�ons, regular mee�ngs of the non-
execu�ve members of the Board of Directors of the Company were held, without the presence
of the execu�ve members.
The purpose of these mee�ngs was to discuss the performance of the execu�ve members as
well as the evalua�on in general of the Company's progress and the execu�on of the du�es of
non-execu�ve members according to ar�cle 7 of Law 4706/2020. In these mee�ngs, it was
unanimously agreed that:
The Board of Directors operates effec�vely based on the long-term interests of the Company
as well as of the shareholders and stakeholders, while aiming to achieve Company's
sustainability. The Board's composi�on is dis�nguished by a diversity of knowledge, skills and
experience and contributes to the achievement of business goals. In par�cular, the
composi�on of the Board of Directors, according to our view, contributes to the effec�ve
corporate governance and management of corporate affairs to Company's benefit and all its
shareholders and stakeholders, ensuring the implementa�on of the corporate strategy, while
at the same �me no conflicts of interest were iden�fied between execu�ve managers,
members of the Board of Directors and shareholders, including cases of mismanagement of	Page1
assets or transac�ons with related par�es.

The execu�ve members perform their du�es effec�vely and within the framework of their scope of work. The ac�ons of the execu�ve members are in accordance with the provisions of the Bylaws, the Corporate Governance Code and the other Regula�ons and Policies applied by the Company. They have governed with integrity, objec�vity and professionalism, and the coopera�on between them and with the non-execu�ve members is at a very sa�sfactory level. They have knowledge and long experience in exercising supervision over the general func�ons and ac�vi�es of the Company.

The Company in the year 2022 voluntarily complies and implements the Corporate Governance Code of the HCGC (June 2021). The Company's Regula�ons and Policies are also consistently observed.

Within the year 2022, the company and group strategy were updated and brought the necessary elements to lead the Company to sustainable development, while the objec�ves were deemed duly effec�ve and appropriate, to achieve the goals for which they were ini�ally set. Regarding the degree of achievement of the above-men�oned, the ac�ons decided by the management of the Company were audited and were fully and successfully implemented. Specifically, in the implementa�on of its strategy, the Company managed to maintain its posi�on as the most important producer of baking and pastry raw materials in Greece with a fundamental commitment to quality and as one of the most technologically advanced companies, con�nued to create produc�ve innova�ons in the domes�c and interna�onal market, sa�sfying its tradi�onal consumers with the �meless quality of its products. It should be noted that the company changed its corporate iden�ty in 2022 and was renamed to "LOULIS FOOD INGREDIENTS S.A.", to embrace and include all of its ac�vi�es, namely the produc�on and distribu�on of raw materials for bakery, pastry and nutri�on in general.

Regarding the new strategic priori�es decided for the three years 2022 - 2025, new goals were set for the realiza�on of the strategic priori�es and in par�cular the following ac�ons were implemented for each of the company's 6 strategies:

1. HOBARECA sector sales increase

• Crea�on of the new premium brand "KAIZEN mixes".
• Crea�on of new professional flours "TIPO 00 Classico", "TIPO 01 Rus�co Petromylou" and "Pizza Spolvero" and training of the company's technicians on these flours.

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• Par�cipa�on for the seventh year in a row, with huge success at the "Gulfood 2022 Interna�onal Exhibi�on".
• Par�cipa�on in the 86th Thessaloniki Interna�onal Exhibi�on, flanking the Al Dahra Agriculture stand.

2. Development of Bulgarian business ac�vity

• Comple�on of a grain storage facility with a capacity of 7,000 tons in Sofia, Bulgaria.

3. Product Excellence

• Moderniza�on of R&D equipment in Sourpi & Thebes plants with two state-of-the-art laser volume measurement devices.
• Visit of members of the company's Management team and members of the Technical Support & Marke�ng departments to the "Sirha Europain 2022 exhibi�on".
• Conduct Kenfood baking webinars.

4. Opera�onal Efficiency

• Installa�on of 1MW photovoltaic power genera�on units at the Sourpi industrial
  facility.
• Replacement of diesel-powered forkli�s with electric ones at the Sourpi industrial
  facility.
• Replacement of exis�ng old type lamps with new more efficient LED lamps at the Keratsini industrial facility.

5. Environment, Society and Governance

•	Measurement of the company's carbon footprint by an independent appraiser.
•	Crea�on of digital business cards for senior & middle management members.
•	Obtaining the CHEP Sustainability Cer�ficate.
•	Par�cipa�on as a gold sponsor in the first Bakery Awards.
•	Conduc�ng a Compe��on for professional bakers with a prize of useful equipment.
•	Presenta�on of topics such as Marke�ng, customer-centricity and commitment to
social contribu�on in 2 postgraduate programs of the Athens University of Economics and
Business.
•	Dona�on to a school of a complete state-of-the-art computer system with its so�ware	Page3
and a Laser type printer.

• Par�cipa�on at a wheelchair dona�on.
• Support of "Spetsathlon" by offering products to volunteers, VIPs and journalists of the event.
• Organiza�on of the 7th Voluntary Blood Dona�on of the company's employees, in the industrial facili�es of Keratsini and Sourpi respec�vely with an offer of 42 units of blood.
• Dona�ng 5 tons of short-expiry flour to organiza�ons (NGOs) related to feeding needy or socially vulnerable groups.
• Dona�on of 20 tons of all-purpose flour to the vic�ms of war in Ukraine and 2 tons of various items from the company's employees.
• Par�cipa�on of employees in the 39th Authen�c Marathon of Athens, in the 6th Half Marathon of Volos, in the 16th Marathon "Alexander the Great" and in the 14th Half Marathon "The Road of Epaminondas".
• Restora�on of the road surface at the intersec�on of the provincial road with the regional road of Amaliapoli, as well as supply of asphalt mixture, for the restora�on of damage to roads within the setlement.
• Covering the annual payroll expenses of the cook of the House in Melissia, A�ca, of the Organiza�on "The Smile of a Child".
• Dona�on of firefigh�ng equipment to the Drymons-Almyros Fire Department.
• SUV car dona�on to the Central Port Authority of Volos.
• Employee par�cipa�on and speech at the "Foodtech Scien�fic Conference".
• Evalua�on of internal control system.
• Evalua�on of internal control func�on.
• Communica�ng and informing managers, middle management, and other staff at regular intervals.
• Mee�ng of the board of directors 17 �mes, the audit commitee 11 �mes and the remunera�on and nomina�on commitee 5 �mes.
• Use of a separate channel for direct employee communica�on.
• Key risks register and controls update at group level.
• Reminding employees of the Code of Conduct.
• Recording of Policies and Procedures.
• Annual independence check of the independent members of the Board of Directors and commitees.

6.	B2C sales development	Page4

• Introduc�on of new branded products (Branded) in the B2C market:

1. St. George Mills "FarinAp with 5 cereals 500g", awarded with the Gold Award at the Heathy diet awards.

1. St. George Mills "Madagascar Vanilla Extract 75ml".

1. St. George Mills "Easy Bake Vasilopita Mix 500gr".

IV.	Relaunch of the product "Bechamel mix 162g".

Therefore, there is an effec�ve exercise of corporate governance and management of corporate affairs for the benefit of the Company, its employees and shareholders despite the problems due to the COVID-19 pandemic and the war between Russia and Ukraine na�onally and globally.

In the labor sector, the Company encourages a safe and healthy work environment, without discrimina�on, harassment or retalia�on and ensures employment rela�onships that promote mutual trust, construc�ve coopera�on, two-way communica�on, and recogni�on.

In terms of regulatory compliance and corporate social responsibility, the Company has established and implements a Code of Conduct for its employees, and another addressed to its suppliers, which are posted on its website. It should be noted that the Company updated its Bylaws in 2022.

Finally, as independent non-execu�ve members of the Board of Directors of the Company, we confirm our agreement with the content of the Management Report of the Board of Directors of the Company and the Corporate Governance Statement for the year 2022, which is an integral part of the Report of the Board of Directors and has been approved by the Board of Directors. The Report of the Board of Directors has been included in the Annual Financial Report for the fiscal year ended 31.12.2022.

May 2nd, 2023

The independent non-execu�ve members of the Board of Directors of

«LOULIS FOOD INGREDIENTS S.A.»

Elisavet Kapelanou - Alexandri

Georgios Taniskidis

Konstan�nos Macheras

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