Program for distribution of shares to executives from Papoutsanis

The establishment of a share distribution program for the benefit of executives who provide services to the Company on a fixed basis, in the form of an option to acquire shares, in accordance with the current regulatory framework, was carried out on 18.02.2022 by the Board of Directors of Papoutsani, following provided by the Ordinary General Meeting of Shareholders of May 5, 2021.

The specific terms, procedure and arrangements of the approved program are as follows:

1. Description of the Program

1.1 At present, the Societe Anonyme with the name “PAPOUTSANIS Societe Anonyme Industrial and Commercial Company of Consumer Goods” with General Commercial Registration Number (G.E.M.I.) 121914222000, (hereinafter the “Company”) whose shares are held ( regulated) market of the Athens Stock Exchange, enters into force, in execution of the decision of 05.05.2021 of the Ordinary General Meeting of the Company’s shareholders, this program of distribution of shares through options (hereinafter the “Program”), for the benefit of specific executives, which provide services to the Company on a regular basis for the purpose of rewarding on the one hand their active participation in the achievement of the corporate purpose, and on the other hand strengthening the long-term loyalty, as specifically specified in article 3.1. of the present (hereinafter referred to as the “Beneficiaries”).

1.2 In particular, the Program consists in the granting of options (as defined in article 4 hereof) to the Beneficiaries, in order for the latter to acquire shares of the Company as follows:

i. through the disposal of own shares of the Company which have already been acquired or will be acquired, pursuant to the decision of 05.05.2021 of the Ordinary General Meeting of its shareholders, based on article 49 of Law 4548/2018, or

ii. through their participation in the increase of the share capital of the Company at a fixed price and at a specific time in accordance with the conditions provided in this Program for the granting and exercise of the options (hereinafter the “Rights”).

1.3 The Program is voluntary provide the Company, freely revocable by the General Meeting of Shareholders at any time.

1.4 The Program will be carried out and implemented within the provisions of article 113 of Law 4548/2018, as in force today.

2. Duration of the Program

2.1 The Beneficiaries may exercise the Rights partially in accordance with the provisions of article 4 hereof. The duration of the Program is defined as two years in the sense that the Rights that will be granted to the Beneficiaries can be exercised until June 2024, according to the specific provisions of the Program.

3. Beneficiaries of the Program and number of Rights

3.1. The Beneficiaries of the Program are (currently 9) selected executives of the Company who have been selected based on their position of responsibility, previous service, achievement of goals and their overall evaluation.

3.2. The number of Rights to be made available under the Program may amount to two hundred and sixty-nine thousand and sixty (269,060) for its total duration (until June 2024). Consequently, the maximum number of shares that will be available if the Board of Directors grants the maximum number of Rights and the Beneficiaries exercise all of them may not exceed 269,060 shares.

3.3 Against the exercise of the Rights by the Beneficiaries, the same shares that the Company has already acquired or that will acquire in accordance with article 49 of Law 4548/2018 (hereinafter the “Own Shares”) may be transferred.

3.4 In the event that all the Rights to be exercised by the Beneficiaries can not be covered by the acquired Equity Shares of the Company, the shares to be distributed to the Beneficiaries will come from an increase of the Company’s share capital at which time its share capital will be adjusted. according to a decision of the Board of Directors in accordance with the statutory provisions and the terms of this.

4. Characteristics of the rights granted

4.1 The Rights granted to the Beneficiaries of the Program provide the right to acquire a number of shares of the Company equal to the number of Rights. In the event that the Own Shares are not sufficient to cover the Rights exercised, the Beneficiaries will have the right to participate in the increase of the Company’s share capital in accordance with the law and to acquire a number of shares of the Company equal to the number of Rights have been awarded after deducting the number of Own Shares sold (hereinafter the “Shares from AMK”) .The shares will be issued at the specified offering price, as defined in paragraph 4.3 hereof.

4.2 The Own Shares and the Shares from the AMK that will be available to the Beneficiaries after the exercise of the Rights will be common registered shares with voting right.

4.3 The offering price of the Own Shares and the Shares from AMK that will be delivered to the Beneficiaries due to the exercise of the Rights granted to them, amounts to two euros and twenty-five cents (2.25) (hereinafter the “Offering Price”).

4.4 The Rights are personal, granted exclusively to the Beneficiaries, are not encumbered with encumbrances or other rights in rem, are not assigned to third parties and can not be transferred by legal act in life. Disposal or burden of these is invalid against the Company and entails the automatic loss of the Right.

5. Exercise of Rights

5.1 The Rights will be exercised in parts as follows:

– On June 1, 2023, up to fifty percent (50%) of the granted Rights may be exercised (hereinafter referred to as the “first exercise period”)

– On June 1, 2024, the remaining percentage of the granted Rights may be exercised, ie fifty percent (50%) of the granted Rights, as well as the percentage of the Rights granted that were not exercised during the first exercise period, (hereinafter referred to as “second training period”),

5.2 For the exercise of the Right, each Beneficiary must declare in writing on the basis of a model declaration, which will be granted by the Company, its intention to exercise the Rights in accordance with the terms of the Program. The validity of the statement of exercise of Rights is subject to the payment of the price of the exercise, in a special bank account in the name of the Company, which will be notified by the Company and will be kept in a credit institution, operating either in Greece or abroad. Withdrawal of the submitted declaration is not allowed.

5.3 The deadline for submitting a declaration for the exercise of the Rights of the first period and for the payment of the corresponding price for the exercise of the Rights starts on June 1, 2023 and ends on June 30, 2023, while the deadline for submitting a declaration for the exercise of the rights of the second period and for the payment of the corresponding price for the exercise of the Rights starts on June 1, 2024 and ends on June 30, 2024.

5.4 The Beneficiaries have the right to exercise part or all of the Rights exclusively within the deadline provided by article 5.3, subject to the self-evident reservation of par. 2.1 hereof.

6. Exercise conditions

6.1 The Beneficiaries, in order to exercise the Rights in accordance with the provisions of par. 5.3 hereof, must at the time of exercise have an employment contract with the Company in force.

6.2 In case of voluntary departure, dismissal or retirement of any of the Beneficiaries due to old age or disability all the Rights that have not been exercised automatically cease to exist.

6.3 In case of termination of the employment contract of any of the Beneficiaries due to disciplinary misconduct and / or the commission of any criminal act, all the Rights that have not been exercised automatically cease to exist.

7. Adjustment of terms of the Program

7.1 In case of corporate events or operations that without new contributions lead to a change in the total number of shares (eg division or merger of shares), or the occurrence of other corporate events, the terms of the Program may be adjusted by the Board of Directors (according to at its sole discretion) in such a way that the rights of the Beneficiaries are not affected, regardless of the adjustment of the stock exchange or the nominal value of the share.

7.2 In the event of the cases of paragraph 7.1 hereof the Beneficiaries will be informed immediately by the Company on receipt.

7.3 Any contributions, withholdings, or payments in general that arise in accordance with tax law and / or social security legislation will be governed by the relevant provisions as applicable.

8. Sale of Own Shares and Share Capital Increase

8.1. According to article 113 par. 3 of Law 4548/2018 and the decision of the Ordinary General Meeting of Shareholders of the Company dated 05.05.2021, after the exercise of the Rights by the Beneficiaries the Board of Directors will issue and deliver the Own Shares and / or the Shares from AMK to the Beneficiaries, as provided in paragraph 4.1 of the Program. If they are available to the Beneficiary Shares by AMK, the Board of Directors of the Company will take a decision on the equal increase of the Company’s share capital, amending the Company’s Articles of Association accordingly and will take a decision to certify the payment of the share capital increase.

8.2 The Governing Council will, where appropriate, any other action required for the disposal of shares to the beneficiaries and for the listing of the Shares from the Rights Issue on the Athens Stock Exchange, under the terms of the legislation and subject to receiving of any necessary approval from the competent authorities.

9. Notifications

9.1 All notices / notifications addressed to the Beneficiaries in accordance with the terms of the Program will be served on receipt at the Beneficiary’s work or residence address or at the e-mail address which he will notify to the Board of Directors.

10. Modification of the Program

10.1 Any alteration / modification of the Program shall not constitute in any way damaging unilateral change of terms of employment contracts Beneficiaries and Beneficiaries no claim compensation or other owed to the Company by any generally cause associated with this program.

10.2 In any case of modification of the Program, the Board of Directors will immediately notify the Beneficiaries in writing.

11. End of the Program in exceptional cases

11.1 In the event of liquidation, bankruptcy or inclusion of the Company in a similar insolvency proceeding, the Rights are automatically lost and the Beneficiaries will have no claim against the Company for any general reason.

12. Other terms

12.1 The facility provided to the Beneficiaries through this Program in the form of the granted Rights is not part of the employment contract between the Beneficiary and the Company, nor part of his salary and therefore is not taken into account when calculating any compensation of the Beneficiary in case of termination. his employment contract.

12.2 Any relevant tax or expense that is directly or indirectly related to the exercise of the Rights and the acquisition of the respective Shares, regardless of the time to be paid, will be borne exclusively by the respective Beneficiary.

13. Applicable Law

13.1 The Program, the Rights and any issue related to their interpretation are governed by Greek Law. The Courts of Athens will have exclusive jurisdiction to resolve any dispute that may arise.