EXPLANATORY NOTE ON THE AGENDA OF THE ANNUAL ORDINARY GENERAL MEETING OF

The Shareholders are informed that the total number of shares of the Company under the name "FOURLIS HOLDINGS SOCIETE ANONYME", that exist on the 23rd of May 2022 (date of invitation for the convocation of the Ordinary General Meeting to be held on the 17 th of June 2022) amounts to 52.131.944 ordinary registered shares, and on the above date the Company holds 1.391.048 own (treasury) shares. Each ordinary share provides a voting right, with the exception of the own shares, with regard to which the rights of participation in the general meeting and the voting rights are suspended, and those shares are not considered in the calculation for the formation of a quorum.

The option of choosing alternative ways for their participation in the Ordinary General Meeting of the Company is granted to its shareholders, in accordance with the specifically mentioned below, and not through live presence. For this purpose, the Board of Directors confirms that prior to the convocation of the General Meeting the option of the shareholders to actively participate in it and to exercise their rights, has been adequately secured, pursuant to the procedures specified in the invitation for the convocation of the Ordinary General Meeting as of 23.05.2022.

A brief explanatory note on the issues of the agenda of the Annual Ordinary General Meeting to be held on the 17th of June 2022 follows.

ISSUE 1ST : Submission for approval of the financial statements and the consolidated financial statements (Annual Financial Report) together with the Annual Reports thereon prepared by the Board of Directors and the Independent Chartered Accountants-Auditors for the period 1/1/2021 - 31/12/2021.

Required quorum: 1/5 (20%) of the paid-up share capital of the Company

Required majority: 50% + 1 of the represented in the AGM votes.

The General Assembly submits for approval: the Annual Financial Statements for the period 01/01- 31/12/2021, approved by the Board of Directors of the Company at its Meeting on 21/03/2022, the Board of Directors' Report for the Financial Year 2021, the Explanatory Board of Directors' Report pursuant to Article 4 of L.3556/2007, the Statement of Corporate Governance in accordance with article 152 and 153 of L.4548/2018, and the relevant Independent Auditors' Report.

The Annual Financial Statements for the period 2021, the Management Report and the Explanatory Report of the Board of Directors, as well as the Statement of Corporate Governance and the Independent Auditors' Report, have been included in the Annual Financial Report of the Company for the period 2021, provided by the article 4 of L.3556/2007, and are available to the shareholders and to the investment public in the Company's webpage: https://www.fourlis.gr/ .

ISSUE 2ND : Distribution of Dividend from the Profits of the financial year 1/1/2021-31/12/2021 and from the profits of previous years.

Required Quorum : 1/5 (20%) of the paid-up share capital of the Company.

Required Majority : 50% + 1 of the represented in the AGM votes.

The General Assembly is authorized to approve the proposal of the Board of Directors for the distribution of the total dividend amounting to eleven Eurocents (€ 0,11) per share, according to articles 160 and 161 of L.4548/2018, which is generated: a)partly from the net profits of the financial year 1/1/2021 - 31/12/2021 after the deduction of the withholding amount for the formation of statutory reserve, by the amount of €4.190.422,45 under IFRS (total net profits € 4.410.971) and b)partly from the profits of previous years, by the amount of € 1.391.076,11.

Further, it is proposed that Friday 01.07.2022 should be the date for the determination of the beneficiaries of the Dividend (Record Date), Thursday, 30.06.2022 should be the ex-dividend date, and Wednesday, 06.07.2022 should be the date for the commencement of payment of the dividend, in accordance with the Company's announcements under the Financial Calendar of the year 2022.

The dividend's amount is subject to withholding tax, provided by law, and its payment shall be made through the beneficiaries' operators, as defined in the Regulation of the Athens Stock Exchange.

ISSUE 3RD : Approval of the overall management of the Company and discharge of Chartered Accountants-

Required quorum: 1/5 (20%) of the paid-up share capital of the Company

Required majority: 50% + 1 of the represented in the AGM votes.

The Ordinary General Meeting of Shareholders is due to decide on the approval of the overall management that took place during the financial year 2021, in accordance with article 108 of L. 4548/2018, as well as on the discharge of the Independent Chartered Auditors, who have conducted the review of the Financial Statements of the year from any relevant liability.

It is explained that in the relevant voting the members of the Board of Directors and the company's employees are entitled to participate, only with shares, that they own, or as representatives of other shareholders, provided they have received a relevant authorization with explicit and specific voting instructions.

ISSUE 4TH : Election of one (1) ordinary and one (1) substitute Chartered Accountant-Auditor to audit the consolidated and the Company's financial statements for the period 1/1/2022 - 31/12/2022 and determination of their remuneration.

Required quorum: 1/5 (20%) of the paid-up share capital of the Company

Required majority: 50% + 1 of the represented in the AGM votes.

The Board of Directors, after relevant proposal by the Audit Committee, proposes the election of the chartered accountant-auditor company "ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS SA" for the review of the consolidated and Company's financial statements for the financial year 2022 by Independent Chartered Auditors (an ordinary one and a substitute one), who will be appointed by the above company.

The BoD also proposes for the year 2022 the determination of the remuneration of the auditors for the audit of the Financial Statements (Consolidated and the Company's FS), for drafting and issuing the Audit Report, including any expenditure related to the audit in general, up to the amount of €40.000,00 plus VAT.

ISSUE 5TH : Approval of members of the Board of Directors' remuneration for the period 1/1/2021 - 31/12/2021 and preliminary approval of members of the Board of Directors' remuneration for the period 1/1/2022 - 31/12/2022 in accordance with article 109 L. 4548/2018.

Required quorum: 1/5 (20%) of the paid-up share capital of the Company

Required majority: 50% + 1 of the represented in the AGM votes.

The Board of Directors proposes the approval of the remunerations amounting to € 578.665, paid to its members for the year 2021, in their entirety.

Detailed information about the paid remunerations for the year 2022 are included in the Remunerations Report of the respective year, which is available at the Company's webpage: https://www.fourlis.gr/

Further, the Board of Directors proposes the pre-approval of the maximum remuneration of the amount of

ISSUE 6TH : Submission of the Audit Committee's Annual Activity Report in accordance with article 44 par. 1 of L.4449/2017.

Required Quorum: 1/5 (20%) of the paid-up share capital.

The Board of Directors informs the Shareholders that the Audit Committee has submitted to the General Assembly its Activity Report for the financial year 01/01/2021 - 31/12/2021 according to the provisions of article 44 par.1 of L.4449/2017 as it was amended by article 75 of L. 4706/2020.

The Annual Activity Report of the Audit Committee aims at the information of the shareholders about the activities of the Committee during the financial year 1/1/2021 - 31/12/2021 on the basis of its provided tasks and duties.

The Annual Activity Report of the Audit Committee has been made available to the shareholders and the investment public via the Company's webpage: https://www.fourlis.gr , whereas it has also been included as a separate report in the Annual Financial Report of the Company for the year 2021.

ISSUE 7TH : Submission of the Report of the independent non-executive members of the Board of Directors in accordance with article 9 par.5 of L.4706/2020.

Required Quorum: 1/5 (20%) of the paid-up share capital.

The Independent Vice-Chairman of the Board of Directors, in respect of the shareholders' information about the activities of the independent non-executive members of the Board of Directors during the corporate financial year 1/1/2021 - 31/12/2021, and in his capacity as Senior Independent Advisor of the Company, submits to the General Assembly a relevant Report according to article 9 par.5 of L.4706/2020, which has been made available to the shareholders and to the investment public via the Company's webpage: https://www.fourlis.gr/

The full text of the Report of the Independent Non-Executive Members of the Board of Directors pursuant to article 9 par.5 of L.4706/2020, for the corporate financial year 1/1/2021 - 31/12/2021, has as follows:

Report of the Independent Members of the Board of Directors of FOURLIS HOLDINGS SA to the Ordinary General Meeting of Shareholders dated 17/6/2022, in accordance with article 9 par.5 of L.4706/2020

To the Ordinary General Meeting of the Shareholders held in 2022

This report is jointly submitted by the independent non-executive members of the Board of Directors (the "BoD") of the company "FOURLIS HOLDINGS SA" (hereinafter the "Company") to the Ordinary General Meeting of the Shareholders of the Company dated 17. June 2022, in accordance with article 9 par.5 of L.4706/2020.

At the time of drafting of this Report, the Board of Directors consists of nine (9) members, of which four (4) are executive, two (2) are non-executive and three (3) are independent non-executive. The detailed CVs of the members are available in the Company's webpage.

The Board of Directors is characterized by diversity, since there is an adequate representation of both genders and furthermore, in its composition are included members of another nationality except for the Greek one, with different background, who have various skills, knowledge and experience. For the purpose of the election of the members of the Board of Directors, the law requirements, the requirements of the Fit and Proper Policy of the members of the Board of Directors as well as of the Policy of Equal Opportunities and Diversity adopted by the Company have been taken into account.

The Board of Directors, that is operating efficiently towards serving the long-term interests and the viability of the Company, exercises its responsibilities pursuant to the provisions of the law for societe anonymes and for companies listed in a regulated market, and in accordance with the Articles of Association of the Company, the Rules of Operation of the Board of Directors and taking into account the requirements of the Hellenic Code of Corporate Governance (HCCG), which the BoD has adopted and applies.

The executive members of the Board of Directors are dealing with the everyday management of the Company, and with the supervision of the implementation of the resolutions of the Board of Directors. The executive members of the Board of Directors are participating in a strictly limited number of other Board of Directors (outside the Group's Companies).

The non-executive members of the Board of Directors are responsible for the supervision of the implementation of the resolutions of the Board of Directors and for the supervision of tasks assigned to them by resolution of the Board of Directors.

The non-executive members of the Board of Directors meet at least yearly, or/and extraordinarily, whenever required without presence of the executive members, so that the performance of the latter can be discussed. In these meetings, the non-executive members do not act as de facto body or as a committee of the Board of Directors.

The non-executive members may request, in accordance with the procedure included in the Rules of Operation of the Board of Directors, to contact the officers of the highest administration of the Company, through ordinary presentations by the heads of sectors and services.

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Fourlis SA published this content on 27 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2022 14:43:49 UTC.