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Evropi Holdings SA

Pre-Annual General Meeting Information Jul 28, 2025

2740_rns_2025-07-28_73e3c464-4adb-4787-8b55-acece1713a87.pdf

Pre-Annual General Meeting Information

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INVITATION

of the Shareholders of the Société Anonyme under the corporate name «EVROPI HOLDINGS SOCIÉTÉ ANONYME» and the distinctive title «EVROPI HOLDINGS S.A.» (the «Company») G.E.MI. No. 002052601000 (former Reg. No. 5828/06/B/86/14)

to the Annual General Meeting to be held on 27 August 2025

Pursuant to the provisions of the Law and the Articles of Association of the Company and in accordance with the resolution of the Board of Directors dated 25 July 2025, the Shareholders of the Company are hereby invited to attend the Annual General Meeting to be held on Wednesday, 27 August 2025 at 12:00 p.m. (twelfth noon), at Peania, Attica, at 19th km Markopoulou Avenue, Building B7 (amphitheatre), to deliberate and resolve on the following agenda items:

Agenda Items

  • 1. Submission and approval of the Annual Financial Report for the fiscal year 2024 (01.01.2024 31.12.2024), including the Consolidated and Company Financial Statements together with the relevant Reports and Declarations of the Board of Directors and the Statutory Auditors.
  • 2. Approval of the overall management of the Board of Directors for the fiscal year 2024 (01.01.2024 31.12.2024), pursuant to Article 108 of Law 4548/2018 and discharge of the Auditors from any liability for the same fiscal year in accordance with Article 117(1)(c) of Law 4548/2018.
  • 3. Announcement of election by the Company's Board of Directors of a new member of the Company's Board of Directors, executive - non-independent, to replace a resigned member. Approval of Election.
  • 4. Approval of the remuneration and compensation paid to the Members of the Board of Directors for the fiscal year 2024, pursuant to Article 109 of Law 4548/2018.
  • 5. Submission for discussion and voting of the Remuneration Report of the members of the Board of Directors for fiscal year 2024, in accordance with Article 112(3) of Law 4548/2018.
  • 6. Review and restructuring of the Company's Articles of Association, including full redrafting of the existing articles and adoption of new ones, both in terms of content and structure, thereby amending it in its entirety, and full codification thereof into a single unified text.
  • 7. Election of a new Board of Directors and designation of its Independent Non-Executive Members, in accordance with Article 87(5) of Law 4548/2018 and Article 5 of Law 4706/2020.
  • 8. Determination of the remuneration and compensation of the Board Members for the current fiscal year 2025 (01.01.2025 – 31.12.2025) and pre-approval of payments until the next Annual General Meeting, pursuant to Article 109 of Law 4548/2018.
  • 9. Granting of permission, pursuant to Article 98(1) of Law 4548/2018, to the members of the Board of Directors and the Company's Managers to participate in the Board of Directors or in the management of the Company's subsidiaries and affiliated entities.
  • 10. Redefinition of the type of the Audit Committee, and of the term, number and capacity of its Members, pursuant to Article 44(1)(b) of Law 4449/2017, as in force under Article 74(4)(b) of Law 4706/2020. Election of new Audit Committee and determination of the remuneration of its Members.
  • 11. Election of a Statutory Audit Firm of Certified Public Accountants for the audit of the Company and Consolidated Financial Statements for the fiscal year 2025 (01.01.2025 – 31.12.2025) and determination of its remuneration.
  • 12. Briefing by the Chairman of the Audit Committee on the activities of the Audit Committee for fiscal year 2024 and submission of the Annual Activity Report of the Audit Committee pursuant to Article 44(1)(h) of Law 4449/2017.
  • 13. Revision of the Suitability Policy for the Members of the Board of Directors pursuant to Law 5178/2025.
  • 14. Submission of the Report of the Independent Non-Executive Members of the Board of Directors to the Annual General Meeting, in accordance with Article 9(5) of Law 4706/2020.
  • 15. Miscellaneous announcements and other matters.

In the event that the required quorum is not achieved for the adoption of resolutions on any of the agenda items, the General Meeting shall reconvene in a repeat session on Wednesday, 3 September 2025 at 12:00 p.m. (twelfth noon), at the same location, without publication of a new invitation, in accordance with Article 130(2) of Law 4548/2018. The items on the agenda of the repeat General Meeting shall remain the same as those listed above.

According to Articles 121, 123, 124(6), and 128 of Law 4548/2018, the Company informs the shareholders of the

following:

A. Right to participate and vote in the General Meeting

Entitled to participate in and vote at the Annual General Meeting of 27 August 2025 is any person appearing as a shareholder of the Company in the records of the Dematerialized Securities System (D.S.S.), managed by the company «Hellenic Central Securities Depository S.A.» (ATHEXCSD), at the start of the 22nd of August 2025 (the «Record Date»), i.e. the fifth (5th) day prior to the date of the General Meeting.

The same Record Date shall apply in the event of a repeat session of the General Meeting to be held on 3 September 2025, or a postponed meeting, provided that the postponement does not exceed thirty (30) days from the Record Date. If the meeting is postponed beyond thirty (30) days, the entitled shareholder shall be the one registered at the start of the third (3rd) day preceding the new meeting date.

Proof of shareholder status may be provided by any legal means and based on the information the Company receives from ATHEXCSD.

Only those having the capacity of shareholder as of the Record Date shall be entitled to participate and vote in the General Meeting. In the event of non-compliance with the provisions of Article 124 of Law 4548/2018, the shareholder may participate in the General Meeting only with its permission.

The exercise of said rights does not require the blocking of shares or any other similar procedure which restricts the sale or transfer of shares during the period between the Record Date and the General Meeting.

B. Procedure for voting by proxy

Shareholders entitled to attend may vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities may participate by appointing up to three (3) natural persons as their representatives. If a shareholder holds shares in more than one securities account, this restriction shall not prevent the shareholder from appointing different proxies for the shares held in each account. The proxy authorization is freely revocable. A proxy acting for multiple shareholders may cast votes differently for each shareholder.

The proxy shall vote in accordance with the shareholder's instructions, if provided. Failure to comply with such instructions shall not affect the validity of the resolutions of the General Meeting, even if the proxy's vote was decisive for attaining the required majority.

The proxy must disclose to the Company before the commencement of the General Meeting any specific event that may be useful to shareholders for assessing the risk of the proxy serving interests other than those of the shareholder. A conflict of interest may arise particularly when the proxy:

a) is a shareholder who controls the Company or is another legal person or entity controlled by such shareholder;

b) is a member of the Board of Directors or general management of the Company or a shareholder controlling the Company or another legal person or entity controlled by a controlling shareholder;

c) is an employee or certified auditor of the Company, a controlling shareholder, or another legal person or entity controlled by such shareholder;

d) is a spouse or a relative of the first degree to any of the natural persons referred to in points (a) to (c).

The appointment and revocation or replacement of a representative or proxy must be made in writing and notified to the Company by the means stated below, at least forty-eight (48) hours prior to the scheduled date of the General Meeting.

The Company provides a proxy appointment form, available to shareholders: (a) in hard copy at the Company's offices (64 Kifissias Avenue, Building I, 2th Floor, Maroussi, 15125, tel. +30 210-6674470), and (b) in electronic form on the Company's website (https://europe-holdings.com/ ).

The duly completed and signed form must be submitted to the Shareholders' Service Department at the Company's headquarters (same address as above) or sent by postal mail, at least forty-eight (48) hours prior to the General Meeting (initial and repeat). In the absence of a statutory provision, the Company does not accept electronic communications of proxy appointments or revocations. Shareholders are advised to confirm successful transmission and receipt of the proxy form by contacting +30 210-6674470 (Shareholders' Service Department).

C. Minority shareholders' rights

In accordance with Article 141(2), (3), (6), and (7) of Law 4548/2018:

a) Shareholders representing one twentieth (1/20) of the paid-up share capital may request the inclusion of additional items on the agenda by submitting a request to the Board of Directors at least fifteen (15) days prior to the General Meeting, i.e., by 12 August 2025.

The request for including additional items on the agenda must be accompanied by a justification or a draft resolution for approval at the General Meeting and the revised agenda shall be published in the same manner as the previous agenda at least thirteen (13) days prior to the Meeting, i.e., by 14 August 2025, and at the same time will be available to the shareholders on the Company's website along with any explanatory report or draft resolution that has been submitted by the shareholders in accordance with paragraph 4 of article 123 of L. 4548/2018.

If the additional items are not published, the requesting shareholders may request an adjournment of the Meeting according to paragraph 5, article 141 of L. 4548/2018 and proceed with the publication themselves, at least seven (7) days prior to the Meeting, i.e., by 20 August 2025, at the Company's expense.

b) Shareholders representing one twentieth (1/20) of the paid-up share capital may submit draft resolutions on items of the original or revised agenda at least seven (7) days prior to the Meeting, i.e., by 20 August 2025. The draft resolutions shall be made available at least six (6) days prior to the Meeting, i.e., by 21 August 2025.

c) Upon request of any shareholder, submitted to the Company at least five (5) full days prior to the General Meeting (i.e., by 21 August 2025), the Board of Directors shall provide specific information on the Company's affairs, insofar as relevant to the agenda. This obligation does not apply if such information is already available on the Company's website, particularly in the form of questions and answers.

Also, upon request of shareholders representing one twentieth (1/20) of the share capital, the Board of Directors must disclose to the General Meeting (provided it is Annual) amounts paid during the last two years to each member of the Board or Company management, as well as any other benefits granted to them by reason of any contract or relationship with the Company. The Board of Directors may refuse to provide information if there is a substantial reason recorded in the minutes, including the representation of the requesting shareholders on the Board (Articles 79 and 80 of Law 4548/2018). In the cases referred to this paragraph, the BoD may provide an overall response to requests of shareholders having the same content.

d) Shareholders representing one tenth (1/10) of the paid-up share capital may, by request submitted at least five (5) full days prior to the Meeting (i.e., by 21 August 2025), require the Board of Directors to provide information on the course of corporate affairs and the Company's financial position. The Board may refuse for a substantial reason, recorded in the minutes, including the proper briefing of the requesting shareholders' representatives under Articles 79 and 80 of Law 4548/2018.

In all the above cases, shareholders must prove their shareholding status and, except in the case of paragraph (c) first subparagraph, the number of shares held at the time of exercising the right.

D. Available documents and information

The documents and information referred to in Articles 123 paragraphs (3) and (4) of Law 4548/2018 (this invitation, the documents to be submitted to the General Meeting, the proposed resolutions of the Board of Directors, the proxy forms, and the total number of existing shares and voting rights) are available in electronic form on the Company's website (https://europe-holdings.com/ ) and in hard copy at the Shareholders' Service Department (64 Kifissias Avenue, Building I, 2th Floor, Maroussi, 15125), where copies may be obtained in accordance with the provisions of Law 4548/2018.

Maroussi, Attica, 25 July 2025 The Board of Directors

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