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Alpha Services and Holdings S.A.

Pre-Annual General Meeting Information Apr 30, 2025

2639_rns_2025-04-30_d78edb35-d2ef-4cf1-84a1-3ceec50191fe.pdf

Pre-Annual General Meeting Information

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INVITATION TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ALPHA SERVICES AND HOLDINGS S.A.

General Commercial Registry (G.E.MI.) No 223701000

In accordance with law 4548/2018 "Reform of the Law of Sociétés Anonymes" and article 20 par. 3 of the Articles of Incorporation (as in force) as well as by virtue of the resolution of the Board of Directors dated 30.4.2025, the holders of common, registered, dematerialized shares with voting rights (the "Shareholders") issued by "ALPHA SERVICES AND HOLDINGS S.A." (the "Company") are invited to participate remotely in real time via teleconference in the Ordinary General Meeting on Wednesday, May 21, 2025 at 10:00 a.m.

In accordance with the provisions of the Articles of Incorporation of the Company, the Ordinary General Meeting and any Iterative Meeting will take place remotely, in real time via teleconference and by the use of electronic means, subject to the conditions set out in the applicable legislation and the specific provisions of the present Invitation.

It is noted that the General Meeting will be conducted in Greek, while, for those of the participants who wish to follow it in English, online interpretation will be available.

In addition, in accordance with the provisions of article 20 par. 4 of the Articles of Incorporation of the Company, the Shareholders are provided with the option of participating remotely in the voting on the items of the Ordinary General Meeting and any Iterative Meeting by mail vote, that must be sent before the General Meeting, subject to the conditions set out in the applicable legislation and the specific provisions of the present Invitation.

AGENDA

    1. Approval of the Annual Separate and Consolidated Financial Statements of the financial year 2024 (1.1.2024 - 31.12.2024), together with the relevant reports of the Board of Directors which are accompanied by the Statutory Certified Auditors' Report.
    1. Approval of dividend distribution of an amount of Euro 70,259,328.43 in cash.
    1. a) Approval of the distribution of an amount of Euro 48,235 of the Company's Intragroup dividends to Company's Staff. Granting of authorization to the Board of Directors. b) Distribution of an amount of up to Euro 14.5 million by Group Companies to their eligible Staff. Granting of authorization to the Board of Directors.
    1. Approval of the overall management for the financial year 2024 (1.1.2024 31.12.2024) as per article 108 of law 4548/2018 and discharge of the Statutory Certified Auditors for the financial year 2024, in accordance with article 117(1)(c) of law 4548/2018.
    1. Appointment of Statutory Certified Auditors for the statutory audit of the Financial Statements and the assurance of sustainability reporting for the financial year 2025 (1.1.2025 - 31.12.2025) and approval of their fee.
    1. Submission of the Activity Report of the Audit Committee for the year 2024, in accordance with article 44 of law 4449/2017 (non-voting item).
    1. Submission of the Report of the Independent Non-Executive Members, according to article 9 par. 5 of law 4706/2020 (non-voting item).
    1. Announcement on the election by the Board of Directors of two (2) new Members of the Board of Directors in replacement of the Members who have tendered their resignation (non-voting item).
    1. Deliberation and advisory vote on the Remuneration Report for the financial year 2024, in accordance with article 112 of law 4548/2018.
    1. Approval of the Members of the Board of Directors' remuneration for the financial year 2024 (1.1.2024 - 31.12.2024).
    1. Approval, in accordance with article 109 of law 4548/2018, of the advance payment of remuneration to the Members of the Board of Directors for the financial year 2025 (1.1.2025 - 31.12.2025).
    1. Approval, in accordance with article 86 of law 4261/2014, of an increase of the maximum ratio between the fixed and variable components of remuneration.
    1. Approval of the updated and amended Remuneration Policy of the Members of the Board of Directors in accordance with articles 110 and 111 of law 4548/2018.
    1. Approval of the updated and amended Suitability and Nomination Policy for the Members of the Board of Directors.
    1. Early termination of the Company's Share Buyback Program approved and amended by the Ordinary General Meeting of Shareholders dated 27.7.2023 and 24.7.2024 respectively, in accordance with article 49 of law 4548/2018.
    1. Establishment of a new Share Buyback Program in accordance with article 49 of law 4548/2018 and authorization to the Board of Directors for its implementation.
    1. Amendment to the Company's Stock Award Plan, in accordance with article 114 of law 4548/2018 and authorization to the Board of Directors for its implementation.
    1. Announcement to the Ordinary General Meeting of the Shareholders of the Company, according to article 97 par. 1(b) of law 4548/2018, of any cases of conflict of interest and agreements of the financial year 2024 which fall under article 99 of law 4548/2018 (nonvoting item).
    1. Granting of authority, in accordance with article 98 par. 1 of law 4548/2018, to the Members of the Board of Directors and the General Management as well as to Directors of the Company to participate in the boards of directors or in the management of companies having purposes similar to those of the Company.

In the event that the required quorum to deliberate on any item of the Agenda is not achieved in the initial (as above) Ordinary General Meeting, an Iterative General Meeting will be convened remotely in real time via teleconference on Wednesday, May 28, 2025 at 10:00.

No further invitation for the Iterative General Meeting shall be published, in accordance with par. 2 of article 130 of law 4548/2018.

In accordance with articles 121, 123, 124 and 128 of law 4548/2018, the Company apprises the Shareholders of the following:

A. Right to Participate in and Vote at the Ordinary General Meeting

Entitled to participate in and vote at the Ordinary General Meeting as well as at the Iterative General Meeting is any natural person or legal entity that has the shareholder status at the beginning of the fifth (5th) day prior to the date of the (initial) Ordinary General Meeting on the record date, i.e. on Friday, May 16, 2025 (the "Record Date").

A person registered as a Shareholder of the Company on the Record Date at the Dematerialized Securities System (the "DSS") of the "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A." (ATHEXCSD) or identified as such, on the Record Date, through registered intermediaries or other intermediaries in compliance with the provisions of the legislation [law 4548/2018, law 4569/2018, law 4706/2020 and Regulation (EU) 2018/1212] as well as of the Rulebook of Operation of the Hellenic Central Securities Depository, as in force, is considered as Shareholder vis-à-vis the Company and is entitled to participate in and vote at the Ordinary General Meeting and/or at the Iterative General Meeting.

The proof of the shareholder status can be verified by any lawful means and, in any case, based on the information that the Company receives by the ATHEXCSD or through the participants and registered intermediaries in the central securities depository, in the case that the shares are kept in an omnibus account. A Shareholder may participate in the Ordinary General Meeting or in the Iterative General Meeting according to confirmations or notices notifications, under articles 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary, unless the Meeting refuses this participation for a serious cause justifying its refusal in accordance with the applicable provisions (article 19 par. 1 law 4569/2018, article 124 par. 5 law 4548/2018).

It is noted that the exercise of the above rights (participation and voting) does not entail blocking of shares or any other similar process that restricts the ability to sell or transfer the shares during the period between the Record Date and the date of the Ordinary General Meeting (or at the date of the Iterative General Meeting).

Each common, dematerialized share with voting rights entitles to one (1) vote.

B. Procedure for Remote Participation and Voting in real time via teleconference

In order for the Shareholders to participate in and vote at the Ordinary General Meeting on Wednesday, May 21, 2025 or at the Iterative General Meeting which will both take place remotely, in real time via teleconference and by the use of electronic means, without their physical presence, they or their proxies must create and use a shareholder account on the internet platform that has been developed by the ATHEXCSD of the Athens Exchange Group to provide remote general meeting services in real time via teleconference to listed companies and is accessible on the website https://axia.athexgroup.gr/en/home.

The internet platform is provided by the company "Hellenic Central Securities Depository S.A." while the Zoom Meetings service provided by Zoom Video Communications, Inc. is used for the teleconference.

In order to access the internet platform, a personal computer, a smartphone or a tablet with an installed browser and internet access is required.

In order for a Shareholder or his/her proxy to create an account on the internet platform above, a valid electronic mail (e-mail) address and a mobile telephone number of the Shareholder or his/her proxy are required.

If, upon accessing the internet platform, the above information entered by the Shareholder does not match the data registered in the Dematerialized Securities System (DSS) or the identification information that has been provided to the Company by the Hellenic Central

Securities Depository or through intermediaries, as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies, in accordance with Part 3 of Decision No 8 of the Hellenic Central Securities Depository, "Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service", as well as the document "Terms and Conditions for the remote General Meeting of Shareholders", Shareholders must provide or update the information above, in order to create the account.

For this purpose, and in order to avoid dysfunctions, Shareholders are requested to contact without delay the Participant of the Securities Account in the DSS or any other intermediary acting as custodian for their shares, in order to notify or to update their valid e-mail address and mobile telephone number for the purpose of identification.

Further instructions for participating in the Ordinary General Meeting or in the Iterative General Meeting via teleconference will be posted on the website of the Company ( https://www.alphaholdings.gr/en/) and will be sent via e-mail to Shareholders who will complete the above procedure and are eligible to participate in the initial Ordinary General Meeting or in any Iterative General Meeting.

For any questions and for information, Shareholders may contact the Company's Shareholders' Department, by e-mail at [email protected] or by telephone at +30 210 343 6721 and 210 343 6754.

Furthermore, starting with the publication of the present and until the end of the Ordinary General Meeting or of the Iterative General Meeting, a help desk will operate that will provide information and support to Shareholders and their representatives on issues related to the conduct of the General Meeting through the AXIA e-SM platform (e.g. connection, voting, etc.) at +30 210 336 6426 or by e-mail at [email protected].

On the date of the Ordinary General Meeting or of the Iterative General Meeting, in order to participate in the proceedings, the Shareholders must timely connect through the internet platform, at least fifteen (15) minutes before the start time of the General Meeting as announced in this Invitation, and declare the number of voting rights by which they will participate in and vote at the General Meeting.

Shareholders that will participate in the Ordinary General Meeting or in the Iterative General Meeting in real time via teleconference are taken into consideration for the formation of the quorum and the majority and will be able to exercise their rights effectively during the General Meeting.

Shareholders who are successfully connected to the internet platform will be able to participate in the Ordinary General Meeting or in the Iterative General Meeting in real time via teleconference through a link that will be sent to them via e-mail.

By activating the teleconference application (Zoom) through the link at the beginning of the Ordinary General Meeting or of the Iterative General Meeting, the Shareholders will have the ability to:

i) follow the proceedings of the General Meeting by using electronic or audio-visual means,

ii) be given the floor and address the General Meeting using the Zoom application during the General Meeting and

at the same time, through the internet platform they will have the ability to:

  • iii) vote in real time during the General Meeting on the items of the Agenda,
  • iv) receive information on the recording of their vote.

C. Procedure for Remotely Participating in the Voting prior to the General Meeting (Mail Vote)

I. In addition, Shareholders have the option to participate remotely, in person or by proxy, in the voting on the agenda items of the Ordinary General Meeting that will take place prior to the General Meeting, taking into consideration the provisions of article 126 of law 4548/2018.

Specifically, Shareholders that wish to participate in and vote remotely on the items of the Ordinary General Meeting that will take place prior to the General Meeting can make use of one of the following options:

a) Either exercise the right to vote before the Ordinary General Meeting through the internet platform https://axia.athexgroup.gr/en/home, in which they have previously created an account and have successfully registered as described in section B. above, during the time period until twenty-four (24) hours before the date of the Ordinary General Meeting (i.e. by 10:00 a.m. on Tuesday, May 20, 2025 at the latest).

b) Or fill in the "Mail Vote Form" with the signature authenticated and submit it to the Shareholders' Department, 17-19 Papastratou Street, Piraeus or send it digitally signed by using a recognized digital signature (qualified certificate) by the proxy or the Shareholder, via e-mail at [email protected] at least twenty-four (24) hours before the date of the Ordinary General Meeting (i.e. by 10:00 a.m. on Tuesday, May 20, 2025 at the latest).

c) Or participate by means of confirmations or notifications provided by intermediaries, under articles 5 and 6 of Regulation (EU) 2018/1212.

The Μail Vote Form is available to Shareholders in hard copy at the Shareholders' Department, 17-19 Papastratou Street, Piraeus (tel. +30 210 343 6721 and 210 343 6754) and in electronic form on the Company's website (https://www.alphaholdings.gr/en/).

Shareholders that vote as above before the Ordinary General Meeting are taken into consideration for the formation of the quorum and the majority, provided that the votes in question have been received by the Company by 10:00 a.m. on Tuesday, May 20, 2025 at the latest.

II. It is noted that Shareholders who wish to appoint proxies to participate remotely in the voting on the items of the Ordinary General Meeting which will take place before the General Meeting can appoint up to one (1) proxy; the appointment must be made fortyeight (48) hours prior to the date of the Ordinary General Meeting at the latest (i.e. by 10:00 a.m. on Monday, May 19, 2025 at the latest) as specifically described below in section D. II. Following the expiry of this deadline, it will not be possible to participate by proxy in the voting that will take place before the Ordinary General Meeting.

III. If the quorum, as required by the law and the Articles of Incorporation in order to resolve on any item of the Agenda, is not obtained during the meeting of Wednesday, May 21, 2025, at the Iterative General Meeting which will take place on Wednesday, May 28, 2025 at 10:00, the Shareholders must exercise again the right to vote remotely by mail vote, in a voting that will take place before the Iterative General Meeting, in the following ways:

a) Either by exercising again the right to vote before the General Meeting through the internet platform https://axia.athexgroup.gr/en/home in which they have previously created an account and have successfully registered as described in section B. above, during the time period until twenty-four (24) hours before the date of the Iterative General Meeting (i.e. by 10:00 on Tuesday, May 27, 2025 at the latest).

b) Or by filling in a new "Mail Vote Form" with the signature authenticated and submitting it to the Shareholders' Department, 17-19 Papastratou Street, Piraeus or by sending it digitally signed by using a recognized digital signature (qualified certificate) by the proxy or the Shareholder, via e-mail at [email protected] at least twentyfour (24) hours before the date of the Iterative General Meeting (i.e. by 10:00 on Tuesday, May 27, 2025 at the latest).

c) Or by participating by means of confirmations or notifications provided by intermediaries, under articles 5 and 6 of Regulation (EU) 2018/1212.

Shareholders that vote as above prior to the Iterative General Meeting are taken into consideration for the formation of the quorum and the majority, provided that the votes in question are received by the Company by 10:00 on Tuesday, May 27, 2025 at the latest.

IV. For the potential Iterative General Meeting on Wednesday, May 28, 2025, the Shareholders that had not appointed a proxy for the initial Ordinary General Meeting, or who wish to replace the proxy that had been appointed, in order to participate remotely in the voting that will take place prior to the Iterative General Meeting, can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the Iterative General Meeting (i.e. by 10:00 on Monday, May 26, 2025 at the latest), as specifically mentioned below in section D. II.

After that date, it will not be possible to participate by proxy in the voting that will take place prior to the Iterative General Meeting.

For any questions and for instructions, Shareholders may contact the Shareholders' Department of the Company, by e-mail at [email protected] or by telephone at +30 210 343 6721 and 210 343 6754.

In addition, Shareholders are asked to confirm that the "Mail Vote Form" is successfully sent to and received by the Company, and, for this purpose, they can call the Shareholders' Department at +30 210 343 6721 and 210 343 6754.

D. Procedure for Exercising Voting Rights by Proxy

I. Each entitled Shareholder may participate in the Ordinary General Meeting or in the Iterative General Meeting and vote either in person or by proxy(-ies), according to the following stipulations. Each Shareholder, natural person or legal entity, may appoint up to three (3) individuals as their proxies. However, a holder of shares issued by the Company, which are held in more than one Investor Securities Account, may appoint different proxies for the shares held in each investor account. A proxy appointment can be freely recalled. A proxy who acts for more than one Shareholder may vote differently for each Shareholder. A Shareholder may appoint a proxy for one or more General Meetings and for a specific time period. The proxy shall vote according to the Shareholder's instructions, if any. Noncompliance with the instructions received by the Shareholder does not affect the validity of the resolutions of the General Meeting, even if the proxy's vote was decisive for the achievement of the majority. The Shareholder's proxy shall archive the voting instructions for at least one (1) year, starting from the date of the General Meeting or, in case of postponement, from the date of the last Iterative Meeting in which the proxy right was exercised.

The appointment and the revocation or replacement of a Shareholder's proxy are submitted to the Company, in writing or by electronic means, as per the above, at least forty-eight

(48) hours prior to the set date of the General Meeting. The notification of the appointment and of the revocation or replacement of the proxy by electronic means is effected by electronic mail at the e-mail address indicated above or, in case of Shareholders that are identified through intermediaries, via confirmations or notifications provided by intermediaries, under articles 5 and 6 of Regulation (EU) 2018/1212.

Shareholders who do not comply with the 48-hour deadline shall participate in the General Meeting, unless the Ordinary General Meeting or the Iterative General Meeting declines their participation for a material reason justifying this refusal.

Each person holding a shareholder proxy is required to disclose to the Company, prior to the commencement of the Ordinary General Meeting or the Iterative General Meeting, any any fact which might be useful to the Shareholders, so they can assess the risk that such a person might pursue interests other than those of the represented Shareholder.

Conflicts of interest may arise especially when the proxy holder is:

  • a) a controlling Shareholder of the Company or a legal person or entity controlled by such Shareholder and/or
  • b) a Member of the Board of Directors or generally the Management of the Company or of a controlling Shareholder of the Company or of a legal person or entity controlled by a Shareholder exercising control over the Company and/or
  • c) an Employee or a Statutory Certified Auditor of the Company or of a controlling Shareholder of the Company or of a legal person or entity controlled by a Shareholder exercising control over the Company and/or
  • d) the spouse or a first-degree relative of one of the individuals referred to in cases a) to c) above.

II. Specifically for shareholder participation by proxy in the Ordinary General Meeting on Wednesday, May 21, 2025 (or any Iterative Meeting), remotely in real time via teleconference or for shareholder participation by proxy in the voting on the items of the Agenda of the Ordinary General Meeting that will take place prior to the General Meeting, Shareholders or Participants in the Securities Accounts in the DSS or other intermediaries acting as custodians of the Shareholders through which the shares are kept may appoint up to one (1) proxy.The appointment must be made at least forty-eight (48) hours before the set date of the General Meeting (i.e. by 10:00 a.m. on Monday, May 19, 2025 at the latest for the Ordinary General Meeting and by 10:00 on Monday, May 26, 2025 at the latest for the Iterative General Meeting).

Upon receipt of the information above by the Company and on the basis of the e-mail address and mobile telephone of the proxy, as declared in the proxy form, an account is created for the proxy on the internet platform; the proxy is informed by e-mail in order to activate the account so as to exercise the rights of the Shareholder in accordance with what is referred to above.

Proxy forms for the appointment of proxy(-ies) are available to the Shareholders, on first demand, in hard copy at the Shareholders' Department, 17-19 Papastratou Street, Piraeus or may be downloaded from the Company's website (https://www.alphaholdings.gr/en/) and offer the following options:

  • a) To appoint a proxy to participate in the Ordinary General Meeting on Wednesday, May 21, 2025 remotely in real time via teleconference; and
  • b) To appoint a proxy to participate in the voting on the items of the Agenda of the

Ordinary General Meeting that will take place prior to the Ordinary General Meeting on Wednesday, May 21, 2025.

The abovementioned documents should be filled in, signed with the signature authenticity verified and submitted to the Shareholders' Department of the Company, 17-19 Papastratou Street, Piraeus or be sent digitally signed by using a recognized digital signature (qualified certificate) by the representative or Shareholder by e-mail at [email protected] at least forty-eight (48) hours before the date of the General Meeting.

Shareholders are requested to confirm the successful dispatch of the proxy form and the receipt by the Company and, for this purpose, they may contact the Shareholders' Department by telephone at +30 210 343 6721 and 210 343 6754.

III. In case of an Iterative General Meeting, the Shareholder who wishes to appoint a proxy for the first time or to appoint other than the one appointed for the initial General Meeting, he/she has to follow the same procedure as per the paragraph II above within the aforementioned time limits, i.e. the latest 48 hours before the Iterative General Meeting, i.e. by 10:00 on Monday, May 26, 2025. In case a Shareholder wishes to participate solely in the Iterative General Meeting, the form must make reference to the specific meeting and the mandates should refer only to the agenda items on which no resolution has been reached at the initial General Meeting.

Ε. Shareholder Minority Rights

Pursuant to article 141 of law 4548/2018 shareholders have, among others, the following rights:

  • (a) Shareholders representing at least one twentieth (1/20) of the paid-in capital of the Company are entitled to request that the Board of Directors of the Company should include additional items to the Agenda of the already convened General Meeting, provided that an application to that effect is received by the Board of Directors at least fifteen (15) days prior to the General Meeting. Such request must be accompanied by a reasoning or a draft resolution for approval by the General Meeting. The Board of Directors is required to include the additional items on the Agenda and post the same on the Company's website (https://www.alphaholdings.gr/en/) at least thirteen (13) days prior to the General Meeting. At the same time, the revised Agenda is made available to the Shareholders on the Company's website (https://www.alphaholdings.gr/en/), along with the reasoning or the draft resolution submitted by the Shareholders as foreseen in article 123, par. 4 of law 4548/2018. If the additional items are not disclosed, the applicants - Shareholders are entitled to request the postponement of the General Meeting, in accordance with article 141, par. 5 of law 4548/2018 and to proceed with the publication themselves, in accordance with article 122 of law 4548/2018, seven (7) days prior to the General Meeting, at the Company's expense.
  • (b) Shareholders representing at least one twentieth (1/20) of the paid-in capital of the Company are entitled to submit, by means of an application to be received by the Board of Directors of the Company at least seven (7) days prior to the General Meeting, draft resolutions on items included in the initial or in any revised Agenda of the General Meeting, which shall be made available to the Shareholders, as stipulated in article 123 par. 3 of law 4548/2018, at least six (6) days prior to the General Meeting.
  • (c) At the request of Shareholders representing at least one twentieth (1/20) of the paid-in capital of the Company, the Chair of the General Meeting is obliged to postpone only once the resolution of the General Meeting on all or (as the case may be) on certain items of the Agenda, determining as the date of the resumption of the (postponed) meeting, the date indicated in the application of the Shareholders, which shall not be more than twenty (20) days from the date of the postponement.
  • (d) Shareholders may apply to the Board of Directors of the Company, at least five (5) full days prior to the General Meeting, for specific information to be provided to the General Meeting with respect to the Company's affairs, to the extent that it is pertinent to the items of the Agenda. There is no obligation to provide such information if the relevant information is already available on the Company's website.
  • (e) Following an application to the Board of Directors by Shareholders representing at least one twentieth (1/20) of the paid-in capital of the Company, the Board of Directors shall disclose to the Ordinary General Meeting any amounts paid, in the last two years, to any Member of the Board of Directors or Director of the Company, together with any benefit granted to these persons for any reason or as a result of a contract between the Company and such persons. The said application of the Shareholders shall be received by the Board of Directors at least five (5) full days prior to the General Meeting.
  • (f) Shareholders representing at least one tenth (1/10) of the paid-in capital of the Company are entitled to request that the Board of Directors of the Company, at least five (5) full days prior to the General Meeting, should provide to the General Meeting information with respect to the course of the Company's affairs and financial situation. The Board of Directors may refuse to provide the said information for a material reason, as recorded in the Minutes.

In all of the above cases, the applicants-Shareholders should provide proof of their shareholder status as well as, with the exception of the case of paragraph (d) above, of the number of shares they hold at the time of the exercise of the respective right. Τhe proof of shareholding may be provided by any legal means and in any case on the basis of information received by the Company or the provision of a certificate by the organization in which the respective securities are kept or the certification of the shareholder status through a direct electronic link between the organization and the Company also constitutes such proof, in accordance with article 141 par. 12 of Law 4548/2018, as in force. Detailed information about minority rights and their terms of exercise is available on the Company's website (https://www.alphaholdings.gr/en/).

Available documents and information

The Invitation, the proxy forms, the draft resolutions on the items of the Agenda, together with any item, in general, referred to in article 123 pars. 3 and 4 of law 4548/2018 are available in hard copy at the Shareholders' Department, 17-19 Papastratou Street, Piraeus (tel. +30 210 343 6721 and 210 343 6754) and are also posted on the Company's website (https://www.alphaholdings.gr/en/Holdings/Investor-relations/General-meetings ).

Athens, April 30, 2025

The Board of Directors

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