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Admie (IPTO) Holding S.A.

Pre-Annual General Meeting Information Jun 11, 2025

2714_rns_2025-06-11_167f7758-6a4d-4020-83f1-4f3b3a4c0852.pdf

Pre-Annual General Meeting Information

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A. 89 Dyrrachiou and Kifisou, 104 43, Athens T. (+30) 210 3636936 E. [email protected] www.admieholding.gr RegI No.: 141287501000

INVITATION

Of the shareholders of the Société Anonyme under the name "ADMIE HOLDING S.A." and the distinctive title "ADMIE (IPTO) HOLDING SA" General Commercial Registry (GEMI) No. 141287501000 to the Ordinary General Meeting

In accordance with the Law and the Articles of Association, and following decision No. 134/10-06-2025 of the Board of Directors of the Société Anonyme under the name "ADMIE HOLDING S.A." and the distinctive title "ADMIE HOLDING S.A." (hereinafter the "Company"), the Shareholders of the Company are invited to the Ordinary General Meeting to be held on Wednesday, July 2, 2025 at 10:00 a.m., which will take place entirely by remote participation in real-time via teleconference, without the physical presence of the shareholders at the venue, in accordance with Article 125 of Law 4548/2018 and Article 8 of the Company's Articles of Association, in order to discuss and reach decisions on the following items on the agenda:

AGENDA ITEMS

  • 1. Submission and approval of the Company's Annual Financial Statements for the 8th Fiscal Year (01.01.2024 to 31.12.2024), together with the relevant Reports and Statements of the Board of Directors and the Certified Auditors, as well as the Statement of Corporate Governance in accordance with Article 152 of Law 4548/2018.
  • 2. Approval of the overall management by the members of the Company's Board of Directors for the 8th Fiscal Year (01.01.2024 to 31.12.2024), in

accordance with Article 108 of Law 4548/2018, as in force, and discharge of the Company's Certified Auditors as per Article 117(1)(c) of Law 4548/2018 for the fiscal year 2024, as well as approval of the actions taken during the fiscal year 01.01.2024 - 31.12.2024 pursuant to the decisions of the Board of Directors.

  • 3. Approval of the disposal (distribution) of the results for the 8th Fiscal Year (01.01.2024 to 31.12.2024).
  • 4. Submission for approval of the Company's revised Remuneration Policy in accordance with article 110(2) of Law 4548/2018.
  • 5. Submission for discussion and advisory vote by the General Meeting, in accordance with Article 112 of Law 4548/2018, on the Remuneration Report for the fiscal year 01.01.2024 – 31.12.2024.
  • 6. Approval of the payment of remuneration and compensation to the members of the Board of Directors and the Committees for the 8th Fiscal Year (01.01.2024 to 31.12.2024), and pre-approval of such remuneration and compensation for Fiscal Year 2025 until the Ordinary General Meeting of the year 2026.
  • 7. Election of Regular and Alternate Certified Auditors for the audit of the Company's Financial Statements for the Fiscal Year 2025 (01.01.2025 to 31.12.2025) and for the issuance of the annual tax certificate, and determination of their remuneration, in accordance with Article 42 of Law 4449/2017.
  • 8. Submission of the Annual Report of Activities of the Audit Committee by the Chairman of the Audit Committee to the Shareholders for the Fiscal Year 2024 (01.01.2024 to 31.12.2024), in accordance with Article 44 of Law 4449/2017, as in force.
  • 9. Submission of the Report of the Independent Non-Executive Members of the Board of Directors for the fiscal year 2024, in accordance with Article 9(5) of Law 4706/2020.
  • 10. Reconfirmation of the composition of the Company's Board of Directors as formed following its decision dated April 1, 2025.
  • 11. Amendment of Articles 7 (regarding the Authority of the General Meeting), 11 (regarding the Composition and Term of the Board of Directors), 12 (regarding the Powers and Responsibilities of the Board of Directors), and 18 (regarding the Remuneration of Members of the Board of Directors) of the Company's Articles of Association.
  • 12.Approval of a Share Buyback Program in accordance with Article 49 of Law 4548/2018, as in force, and granting of the relevant authorizations.
  • 13. Granting of permission, pursuant to Article 98 of Law 4548/2018, to the members of the Board of Directors and the executives of the Company's departments to participate in Boards of Directors and/or in the management of other companies, including affiliated companies within the meaning of Article 32 of Law 4308/2014.
  • 14. Other Announcements.

In the event that the required quorum, as provided for by Law and the Articles of Association, is not achieved for the adoption of resolutions on the above items of the Agenda, a possible Repeat Ordinary General Meeting will be convened on Wednesday, July 9, 2025, at 10:00 a.m., in the same manner, i.e., it will be held entirely by remote participation of the Shareholders in real time via teleconference, without their physical presence at the venue, in accordance with Article 125 of Law 4548/2018 and Article 8 of the Company's Articles of Association. The items on the Agenda of any Repeat Ordinary General Meeting will be the same as those listed above, as, pursuant to Article 130, paragraph 2 of Law 4548/2018, as in force, no new invitation will be published.

In accordance with Articles 123 paragraphs 3 and 4, 124 paragraph 6, and 121 paragraphs 2, 3, 4, and 5 of Law 4548/2018, the Company informs its shareholders of the following:

PROCEDURE FOR PARTICIPATION IN THE GENERAL MEETING REMOTELY IN PERSON OR BY PROXY IN REAL TIME VIA TELECONFERENCE

Shareholder participation in both the Ordinary General Meeting of July 2, 2025, and any Repeat Meeting as mentioned above, will take place via audiovisual or other electronic means (teleconference), in accordance with the provisions of Article 125 of Law 4548/2018. No entry to the venue of the Meeting will be permitted to Shareholders, journalists, or any third party in general, except for members of the Board of Directors, the Secretary, the Chairman of the Audit Committee, the Head of the Company's Internal Audit Unit, and individuals assigned with conducting the Meeting. Specifically:

In order for Shareholders to participate in the General Meeting remotely in real time via audiovisual or other electronic means, without physical presence, it is required that the shareholder or their proxy create and use an electronic account on the electronic platform developed by the Hellenic Exchanges – Athens Stock Exchange S.A. Group for the provision of services relating to the conduct of General Meetings remotely in real time via teleconference for issuing companies, on the website: https://axia.athexgroup.gr.

Access to the electronic platform requires a computer or a smartphone/tablet device with a web browser installed and Internet access.

To create a shareholder or proxy account on the above electronic platform, a valid email address and the mobile phone number of the shareholder or their proxy are required.

In the event that, upon logging into the electronic platform, the information entered by the shareholder does not match the data registered in the Dematerialized Securities System and notified to the Company by the "Hellenic Central Securities Depository S.A." (hereinafter "HCSD") within the context of the shareholder identity verification services it provides to issuers for remote general meetings, in accordance with Part 3 of Decision No. 8 of the Board of Directors of HCSD titled "Technical terms and procedures for the provision of the Registry, Corporate & Other Related Actions Service," as well as the form "Terms and conditions for the remote General Meeting of Shareholders," the shareholder must update or correct their above information in order to create their account.

To this end, shareholders are kindly requested to promptly contact the Participant of their Securities Account maintained in the Dematerialized Securities System, in accordance with the provisions of the Operating Regulation of the Hellenic Central Securities Depository, as in force, or any other intermediary acting as custodian of their shares, in order to notify or update their valid email address and mobile phone number for identification purposes.

Further instructions regarding participation in the General Meeting via teleconference will be posted on the Company's website.

Shareholders may contact the Company's Shareholder Services Department regarding any questions or further information (89 Dyrrachiou & Kifisou St., 104 43 Athens), at telephone number (+30) 210 3636936, Monday through Friday (excluding weekends), from 09:00 to 17:00, as well as in electronic form on the Company's website https://admieholding.gr/en/).

Furthermore, from the publication of this notice and until the conclusion of the General Meeting, information and support will be provided to shareholders and their proxies regarding matters related to the conduct of the General Meeting via the AXIA e-SM (e-Shareholders Meeting) platform (e.g., connection, voting, etc.) at telephone number +30 210 3366426 or via email at [email protected] .

On the date of the General Meeting, in order to participate in its work, shareholders must log onto the Online Platform in a timely manner - between sixty (60) and at least ten (10) minutes prior to the announced starting time of the General Meeting indicated in the Invitation - and declare the number of voting rights with which they will participate and vote in the General Meeting, and modify this number if they so wish (to a lower number). Shareholders participating in the General Meeting via teleconference in real time shall be counted for quorum and majority purposes and shall be able to effectively exercise their rights during the General Meeting. Accordingly, shareholders who have logged onto the online platform will be able to attend the General Meeting via live teleconference through a link sent to them via email. By activating the teleconference application (Zoom) through this link, shareholders will be able to:

a) follow the proceedings of the General Meeting,

b) take the floor and address the General Meeting orally during its session,

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while at the same time, through the online platform, they will also be able to:

c) vote during the General Meeting on the items of the agenda,

d) receive confirmation that their vote has been recorded.

RIGHT TO PARTICIPATE

Persons (natural or legal) who hold shareholder status at the start of June 27, 2025 (the fifth day prior to the commencement of the Ordinary General Meeting, hereinafter referred to as the "Record Date"), are entitled to participate remotely and vote at the Ordinary General Meeting of July 2, 2025. Specifically, this includes persons registered on the Record Date in the records of the Dematerialized Securities System managed by the Hellenic Central Securities Depository (HCSD), or those identified as shareholders of the Company through participants, registered intermediaries, or other intermediaries in accordance with Laws 4548/2018, 4569/2018, 4706/2020, Regulation (EU) 2018/1212, and the Operating Regulation of the HCSD (Government Gazette B/1398/21.03.2025).

The aforementioned Record Date also applies in the case of a postponed or repeat meeting, provided that the postponed or repeat meeting is held no later than thirty (30) days from the Record Date (Article 124, paragraph 6 of Law 4548/2018).

Proof of shareholder status may be established by any lawful means and based on information received by the Company up to and including before the commencement of the Ordinary General Meeting from the HCSD, provided that it offers registry services, or through the aforementioned participants and registered intermediaries in accordance with the above provisions. A shareholder may participate in the Ordinary General Meeting on the basis of confirmations or notifications pursuant to Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary, unless the Ordinary General Meeting refuses such participation for a significant reason justifying its refusal, in compliance with the applicable provisions (Article 19 paragraph 1 of Law 4569/2018, Article 124 paragraph 5 of Law 4548/2018).

The exercise of the aforementioned rights of participation and voting does not require the blocking of the beneficiary's shares or the observance of any other similar procedure that would restrict the ability to sell or transfer them during the period between the Record Date and the date of the Ordinary General Meeting.

In the event of non-compliance with the provisions of Article 124 of Law 4548/2018, the said shareholder may participate in the Ordinary General Meeting only with its permission.

MINORITY RIGHTS OF SHAREHOLDERS

(a) – Article 141, paragraph 2 of Law 4548/2018 – Upon request by shareholders representing one twentieth (1/20) of the paid-up share capital, the Company's Board of Directors is required to include additional items on the agenda of the General Meeting that has already been convened, provided that the relevant request is received by the Board of Directors no later than June 17, 2025, that is, at least fifteen (15) days prior to the General Meeting. The additional items must be published or disclosed, under the responsibility of the Board of Directors, in accordance with Article 122 of Law 4548/2018, at least seven (7) days before the General Meeting, i.e., by June 25, 2025. The request to include 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 must be made public in the same manner as the previous agenda, by June 19, 2025, i.e., thirteen (13) days prior to the date of the General Meeting. It must also be made available to shareholders on the Company's website, together with the justification or the draft resolution submitted by the shareholders, in accordance with paragraph 4 of Article 123 of Law 4548/2018. If these items are not published, the requesting shareholders are entitled to request a postponement of the General Meeting in accordance with Article 141, paragraph 5 of Law 4548/2018 and to proceed with publication themselves as specified in the second sentence of this paragraph, at the Company's expense.

(b) – Article 141, paragraph 3 of Law 4548/2018 – Upon request by shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shall make available to shareholders, as specified in Article 141 paragraph 3 of Law 4548/2018, no later than June 26, 2025, that is, at least six (6) days prior to the date of the General Meeting, draft resolutions on items included in the initial or any revised agenda, provided that the relevant request is received by the Board of Directors no later than June 25, 2025, that is, at least seven (7) days prior to the date of the General Meeting.

(c) – Article 141, paragraph 5 of Law 4548/2018 – Upon request by a shareholder or shareholders representing one twentieth (1/20) of the paid-up share capital, the Chair of the General Meeting is required to postpone, only once, the decision-making process of the General Meeting, whether ordinary or extraordinary, for all or certain items, setting a new date for the continuation of the session, as specified in the shareholders' request, which, however, may not be more than twenty (20) days from the date of the postponement. The Meeting that reconvenes after the postponement is considered a continuation of the previous session and does not require the repetition of the shareholder invitation publication formalities. New shareholders may also participate in the reconvened Meeting, provided that the applicable participation formalities are observed. For companies with shares listed on a regulated market, the provisions of paragraph 6 of Article 124 shall apply.

(d) – Article 141, paragraph 6 of Law 4548/2018 – Upon request by any shareholder submitted to the Company no later than June 26, 2025, i.e. at least five (5) full days prior to the General Meeting, the Board of Directors is required to provide the requested specific information to the General Meeting regarding the affairs of the Company, to the extent that such information is relevant to the items on the agenda. Furthermore, upon request by shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is required to announce to the General Meeting, provided it is an ordinary meeting, the amounts paid over the last two years to each member of the Board of Directors or to the Company's executives, as well as any benefit granted to these individuals for any reason or under any contract concluded between them and the Company. In all of the above cases, the Board of Directors may decline to provide the information for a substantial and valid reason, which must be recorded in the minutes. The Board of Directors may respond collectively to shareholder requests that have the same content. There is no obligation to provide information if the relevant information is already available on the Company's website, especially in the form of questions and answers.

(e) – Article 141, paragraph 7 of Law 4548/2018 – Upon request by shareholders representing one tenth (1/10) of the paid-up share capital, submitted to the Company no later than June 26, 2025, i.e. at least five (5) full days prior to the General Meeting, the Board of Directors is required to provide the General Meeting with information regarding the course of corporate affairs and the financial position of the Company. The Board of Directors may decline to provide the information for a substantial and valid reason, which must be recorded in the minutes.

In the cases referred to in paragraphs 6 and 7 of Article 141 of Law 4548/2018, any dispute as to whether the justification for the Board of Directors' refusal to provide information is valid shall be resolved by the court through a ruling issued under the procedure of interim measures. The same decision shall also oblige the Company to provide the information that was refused. This decision cannot be appealed.

Corresponding deadlines for the potential exercise of minority shareholder rights also apply in the case of a Repeat General Meeting.

In all of the aforementioned cases, the requesting shareholders must prove their shareholder status and, except in the case of the first sentence of paragraph 6 of Article 141 of Law 4548/2018, the number of shares they hold at the time of exercising the relevant right. Such proof may be provided by the certification of shareholder status through direct electronic connection between the records of the intermediary and the Company.

PROCEDURE FOR EXERCISING VOTING RIGHTS BY PROXY

A shareholder may participate in the General Meeting and vote either in person or by proxy. Each shareholder (legal or natural person) may appoint up to three (3) natural persons as proxies to participate in the General Meeting. However, if the shareholder holds shares of the Company that appear in more than one securities accounts, this limitation does not prevent the shareholder from appointing different proxies for the shares recorded in each securities account in relation to the General Meeting. A proxy acting on behalf of multiple shareholders may vote differently for each shareholder.

Specifically, for a shareholder's participation by proxy in the General Meeting of July 2, 2025, remotely in real time via teleconference, or for participation by proxy in the voting on the items of the agenda that may take place prior to the General Meeting, the shareholder or the Participant of the Securities Account in the Dematerialized Securities System (DSS), or another intermediary acting as the shareholder's custodian, may appoint one (1) proxy only, whose appointment must be made at least forty-eight (48) hours before the date of the General Meeting (i.e., at the latest by 10:00 a.m. on June 30, 2025).

For the potential Repeat General Meeting of July 9, 2025, shareholders who did not appoint a proxy for the initial General Meeting or shareholders who wish to replace a previously appointed proxy in order to participate remotely in the voting conducted prior to the General Meeting, may appoint up to one (1) proxy. The appointment must be made at least forty-eight (48) hours before the date of the General Meeting (i.e., no later than 10:00 a.m. on July 7, 2025).

The appointment and revocation of a proxy for participation in the General Meeting must be made in writing and notified to the Company by submitting the relevant document to the Company's registered office (89 Dyrrachiou & Kifisou, 104 43 Athens), by post, or by email to [email protected]

The proxy of a shareholder is required to disclose to the Company, prior to the commencement of the General Meeting, any specific fact that may be useful to shareholders in assessing the risk that the proxy might serve interests other than those of the shareholder. For the purposes of this paragraph, a conflict of interest may arise particularly when the proxy:

a) is a shareholder who exercises control over the Company, or is a legal entity or entity controlled by that shareholder;

b) is a member of the Board of Directors or of the general management of the Company, or of a shareholder who exercises control over the Company, or of another legal entity or entity controlled by a shareholder who exercises control over the Company;

c) is an employee or certified auditor of the Company, or of a shareholder who exercises control over the Company, or of another legal entity or entity controlled by a shareholder who exercises control over the Company;

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

The appointment and revocation of a shareholder's representative is made in writing and is notified to the Company using the same forms, at least forty-eight (48) hours before the date of the General Meeting.

The Company has made available: a) in hard copy at the Company's registered office (89 Dyrrachiou and Kifisou St., 104 43, Athens) and b) in electronic form on its website (https://admieholding.gr/en/), the form used for the appointment and revocation of a proxy. This form must be submitted, completed and signed by the shareholder, either at the Company's registered office (89 Dyrrachiou & Kifisou St., 104 43, Athens), with the authenticity of the signature certified by a competent authority, or sent digitally, signed using a qualified digital signature (qualified certificate), via email to [email protected] or, in the case of shareholders identified through intermediaries, via confirmations or notifications under Articles 5 and 6 of Regulation (EU) 2018/1212, provided by the intermediaries, at least fortyeight (48) hours before the date of the General Meeting.

AVAILABLE DOCUMENTS AND INFORMATION

The information referred to in paragraphs 3 and 4 of Article 123 of Law 4548/2018 will be made available in electronic form on the Company's website https://admieholding.gr/en/.

The relevant forms will also be available in hard copy at the Company's registered office at the Shareholder Services Department (89 Dyrrachiou & Kifisou St., 104 43, Athens, telephone (+30) 210 3636936) and in electronic form on the Company's website at https://admieholding.gr/en/general-meetings/ .

Athens 10.06.2025 The Board of Directors

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