AGM Information • Aug 28, 2025
AGM Information
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In accordance with article 133 of Law 4548/2018, INTRALOT announces that the Ordinary General Meeting of Shareholders dated August 28th, 2025 was lawfully attended by 84 shareholders representing 429,669,088 common registered shares out of a total of 604,095,621 common registered shares, i.e. percentage 71.13% of the share capital of the Company.
The General Assembly discussed and took decisions on all items of the agenda, as follows:
The corporate and consolidated annual financial statements of the fiscal year from 01.01.2024 to 31.12.2024 as well as the relevant reports of the Board of Directors and of the Certified Auditors were approved.
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 429,669,088 (100.00%), Against 0, Blank/Abstention 0.
The overall management of the Company for the fiscal year 2024, in accordance with article 108 of Law 4548/2018, as well as the discharge of the Board of Directors members and of the Certified Auditors from any liability for indemnification regarding Company's management, the financial statements and the consolidated financial statements, for the fiscal period under examination (01.01.2024-31.12.2024), were approved.
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 429,669,088 (100.00%), Against 0, Blank/Abstention 0.
The Annual Activities Report of the Audit Committee for the fiscal year 01.01.2024 to 31.12.2024 is submitted to the General Meeting and is presented to the Shareholders, in accordance with the provisions of article 44 par (i) of L. 4449/2017. The Annual Activities Report for fiscal year 2024 is available on the Company's website (www.intralot.com).
The election of the Audit Firm "BDO Certified Public Accountants S.A." for the audit of the fiscal period of 01.01.2025 – 31.12.2025 and for the issuance of the tax certificate was approved. Furthermore, the determination of the remuneration of the aforementioned Audit Firm, according to its respective offer to the Company, for the audit of the whole fiscal year 1.1.2025 to 31.12.2025 as well as for the issuance of the tax certificate provided by article 65a of the L.4174/2013, as in force, was approved.
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 403,389,619 (93.88%), Against 20,054,545 (4.67%), Blank/Abstention 6,224,924 (1.45%).
The election of the Audit Firm "BDO Certified Public Accountants S.A." for the assurance of the Sustainability Report of the fiscal period of 01.01.2025 – 31.12.2025 as well as the determination of the remuneration of the aforementioned audit firm, according to its respective offer to the Company, for the audit of the whole fiscal year 1.1.2025 to 31.12.2025, were approved.
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 403,411,565 (93.89%), Against 20,032,599 (4.66%), Blank/Abstention 6,224,924 (1.45%).
The Remuneration Report for the fiscal year 2024 was discussed and approved on an advisory basis.
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 429,474,697 (99.95%), Against 194,391 (0.05%), Blank/Abstention 0.
The remunerations of the Board of Directors' members for the fiscal year 2024 were approved.
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 429,669,088 (100.00%), Against 0, Blank/Abstention 0.
The compensation and remuneration to the members of the Company's Board of Directors for the current fiscal year (from 1.1.2025 to 31.12.2025) was pre-approved and the Board of Directors authorized to perform the actions necessary for the implementation of the above.
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 403,390,734 (93.88%), Against 22,815,169 (5.31%), Blank/Abstention 3,463,185 (0.81%).
The Report of the Independent Non-Executive Members of the Board of Directors was submitted to the Annual General Meeting and brought to the attention of the shareholders, in accordance with art. 9 par. 5 of L.4706/2020. In the opinion of the Board members Remuneration and Nomination Committee, the Remuneration Report fully, analytically and transparently reflects all types of remuneration of the Board of Directors members, which are within the framework of the Remuneration Policy and therefore these remunerations fully correspond to the will of the shareholders of the Company. The relevant report has been posted on the Company's website (www.intralot.com).
The authorization to the Board of Directors of the Company, in accordance with article 24 par. 1(b) of Law 4548/2018: (a) to decide and proceed, with the quorum and majority provided for in the law, in the context of one or more transactions, once or repeatedly, to increase the share capital of the Company by an amount that may not exceed in total three times the paid-up share capital existing on the date of granting the said authority, i.e. to increase it by an amount of up to €543,686,058.90 (nominal capital), with the issuance of up to 1,812,286,863 new common registered voting shares, with contributions in cash and/or in kind, and to determine the more specific terms of the increase, including, but not limited to, the schedule and structure of the increase, by public offering and/or private placement, the issue and/or disposal price of the new shares, the selection of investors and the allocation criteria among the various categories of investors, the conclusion of the necessary contracts or agreements with intermediary, organizing, coordinating or managing banks and/or other investment service providers, and, more generally, to proceed with any necessary, desired or deliberate act, action, declaration and legal transaction for the implementation of the increase, including the relevant amendment of the Company's Articles of Association and the listing and trading of the new shares on the regulated market of the Athens Stock Exchange, and (b) to restrict or even abolish, at its absolute discretion with the quorum and majority provided for in the law, the pre-emptive right of existing shareholders, in accordance with the provisions of article 27 par. 4 of Law 4548/2018 in the context of the share capital increase decided by the Board of Directors in accordance with the authorization under (a) above, was approved. It will also have the option to decide that if the increase is not fully covered, there will be a possibility for a partial coverage and, furthermore, to define relevant terms and conditions. The above power will be valid for twelve (12) months from the date of the decision of the General Meeting, which may be exercised after the end of the acceptance period of the mandatory public offer submitted on 2.7.2025, in accordance with Law 3461/2006, by the company with the name "PE SUB HOLDINGS, LLC" for the acquisition of the common, registered shares of the Company, the information sheet of which was approved by the decision of the Board of Directors of the Capital Market Commission dated 30.07.2025.
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 403,411,565 (93.89%), Against 26,257,523 (6.11%), Blank/Abstention 0.
The updated Suitability Policy for the members of the Board of Directors of the Company in accordance with Law 4706/2020 and Law 5178/2025, was approved. The Suitability Policy is available on the Company's website www.intralot.com
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 429,669,088 (100.00%), Against 0, Blank/Abstention 0.
The authorization to both Board of Directors members and Company's directors to participate in the Board of Directors or in the management of other affiliated companies, and, therefore for the performance on behalf of the affiliated companies of operations subject to the purpose pursued by the Company, was approved.
Number of shares for which valid votes were cast: 429,669,088 Proportion of capital represented by these votes: 71.13% Valid votes: 429,669,088 Voting and percentage of valid votes: For 429,662,530 (99.998%), Against 6,558 (0.002%), Blank/Abstention 0.
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