Share Issue/Capital Change • Jun 25, 2025
Share Issue/Capital Change
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Athens, Greece, 25 June 2025 - Frigoglass S.A.I.C. (the "Company") announces that on 26 June 2025 the thirty two million ninety thousand two hundred ninety three (32,090,293) new common registered shares, with voting rights, of a nominal value of four Euro cents (€0.04) per share (the "New Shares") issued in the context of the share capital increase of the Company (the "Share Capital Increase") resolved by virtue of the resolution of the Extraordinary General Meeting of the Company's shareholders dated 30 April 2025 (the "Extraordinary General Meeting"), covered exclusively through contributions in kind, in accordance with article 17 of Law 4548/2018, namely by the contribution of all (100%) of the shares of (a) the Spanish entity Provisiona Iberia, S.L. and (b) the Portuguese entity Serlusa Refrigerantes, LDA, shall be admitted to trading on the Regulated Market of the Athens Exchange ("ATHEX").
In particular, the Extraordinary General Meeting, resolved, among others, the following:
The total difference between the nominal value and the exercise price of the New Shares amounting to Euro eight million nine hundred eighty five thousand two hundred eighty two and four cents (€8,985,282.04) has been credited to the Company's special account for the "Reserve from the issue of shares above par''.
It is noted that, pursuant to article 26 par. 1 of Law 4548/2018 and in the absence of a contrary provision in the Company's Articles of Association, no preemptive rights were granted in favor of the existing shareholders of the Company, given that the Share Capital Increase was effected through contributions in kind.
The amendment of article 3 of the Company's Articles of Association, due to the Share Capital Increase, was approved by virtue of the announcement under prot. no. 3616144ΑΠ/16.5.2025 and with Registration Number 5377217 issued by the Directorate of Companies of the General Secretariat of Commerce of the Ministry of Development.
In implementation of the Extraordinary General Meeting resolution:
Following the completion of the transfer of all (100%) the shares of the above entities to the Company, the Board of Directors of the Company proceeded on 4 June 2025 to certify the payment of the total amount of the Share Capital Increase, which (certification) was approved by virtue of the announcement under prot. no. 3644597 and with Registration Number 5402334 issued by the Directorate of Companies of the General Secretariat of Commerce of the Ministry of Development.
The total share capital of the Company, following the Share Capital Increase, amounts today to Euro four million eight hundred forty six thousand seven hundred fifty five and eighty eight cents (€4,846,755.88) divided into one hundred twenty one million one hundred sixty eight thousand eight hundred ninety seven (121,168,897) common registered shares, with a nominal value of four Euro cents (€0.04) per share.
ATHEX has approved on 25 June 2025 the admission to trading of the Company's thirty two million ninety thousand two hundred ninety three (32,090,293) New Shares, issued in the context of the Share Capital Increase.
The New Shares resulting from the Share Capital Increase are expected to be registered in the electronic records of ATHEXCSD and in the Dematerialized Securities System (DSS) securities account of the new shareholders no later than the date of the admission to trading on the Regulated Market of ATHEX.
For the admission to trading of the New Shares on the Regulated Market of ATHEX the preparation by the Company and prior approval of a prospectus by the Hellenic Capital Market Commission , pursuant to article 3 par. 3 of the Regulation (EU) 2017/1129 (the "Regulation"), as amended and in force, was not required given that the exemption under point ba) of paragraph 5 of article 1 of the Regulation applied. As a result, the Company made available to the investing public a document containing the information set out in Annex IX of the Regulation.
The aforementioned document is available to the investing public in electronic form on the following websites:
ATHEX: https://www.athexgroup.gr/el/market-data/informative-material
Company:https://www.frigoglass-saic.com/
The document will also be available to the investing public free of charge in printed form, upon request, at the Company's offices (address: A. Metaxa, 15 Kifissia, Postal Code 145 64, tel. 2106165711) until the commencement of trading of the New Shares on the Regulated Market of ATHEX.
Frigoglass S.A.I.C. Vasileios Soulis Tel: +30 210 6165711 e-mail: [email protected]
Frigoglass S.A.I.C. is a holding company that currently holds, among others, a 15% equity stake in Frigo DebtCo Plc as well. The latter is the parent company that acquired control of the New Frigoglass Group on 27/4/2023. Frigoglass S.A.I.C. has its own Board of Directors, Audit Committee, and Human Resources, Remuneration and Nomination Committee, which are separate and not related to the operation and management of New Frigoglass Group.
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