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Ellaktor S.A. — AGM Information 2025
Jul 10, 2025
2744_rns_2025-07-10_6bbdbd3a-9bff-4704-a85b-befbd942f437.pdf
AGM Information
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Kifissia, July 10th, 2025
Announcement of Decisions of the Annual General Meeting of Shareholders on 10.07.2025.
The société anonyme under the name "ELLAKTOR SOCIETE ANONYME" and the distinctive title "ELLAKTOR S.A." (hereinafter the "Company"), announces, in accordance with article 4.1.1 paragraph 3 of the Athens Exchange Regulation as well as paragraph 3 of Decision 25 of the Athens Exchange, the following:
On July 10, 2025, Thursday, at 11:00 a.m., the Ordinary General Meeting of the Shareholders of ELLAKTOR S.A. was held at its registered office (25 Ermou Street, 14564, Kifissia) via electronic means, during which discussion and resolution took place on all items of the Agenda.
68 shareholders participated in the meeting, representing 304,679,371 common nominal shares (and 304,679,371 voting rights) out of a total of 348,192,005 common nominal shares (and 348,192,005 voting rights), i.e. a percentage of 88.016% of the paid-up share capital, not including 2,027,000 own shares held by the Company, i.e. 0.58% of its share capital, which are not counted for the formation of a quorum.
Specifically, the Ordinary General Meeting of Shareholders held on July 10th, 2025, decided the following:
Item 1: Submission for approval of the Annual Financial Report (Company and Group) for the financial year 01.01.2024 - 31.12.2024, which includes the Standalone and Consolidated Annual Financial Statements along with the relevant Reports, including the Sustainability Report, the Corporate Governance Statement and the Declarations of the Board of Directors and the Statutory Auditor. Approval of the profit appropriation for the year 01.01.2024 - 31.12.2024.
The Ordinary General Meeting, following a lawful voting procedure, approved: a) the Annual Financial Report (Company and Group) for the fiscal year 2024, including the Separate and Consolidated Annual Financial Statements, the Annual Report of the Board of Directors, and the other accompanying Reports and Declarations, such as the Management Report, the Corporate Governance Statement, the Sustainability Report (Declaration), and the Independent Auditors' Report; and
b) the allocation of results and the non-distribution of dividend for the fiscal year 2024, in accordance with the applicable institutional and regulatory framework, as well as the carry forward of the resulting profit to the next fiscal year.
| Number of shares for which valid votes were cast | 304.679.371 | Percentage of the present and |
|---|---|---|
| Percentage of voting share capital | 88,016% | represented votes |
| Number of votes in favour | 304.672.871 | 99,998% |
| Number of votes against | 0 | 0,000% |
| Number of abstentions | 6.500 | 0,002% |
Item 2: Presentation by the Chairman of the Audit Committee, of the Activity Report for the financial year 2024.

The Annual Activity Report of the Audit Committee was presented to the Ordinary General Meeting by the Chairman of the Audit Committee, with detailed reference to its actions and the matters with which it dealt during the financial year 2024.
The aforementioned Annual Activity Report of the Audit Committee for 2024 was presented to the Shareholders and is available on the Company's website and in particular at the link https://ellaktor.com/en/investor-relations/general-assemblies/general-assemblies-2025-2/regulargeneral-assembly-july-2025/
Item 3: Submission of the Joint Report of the Independent Non-Executive Members of the Company's Board of Directors for the year 2024, in accordance with Article 9 (5) of Law 4706/2020.
The Joint Report of the Independent Non-Executive Members of the Board of Directors of the Company for the year 2024, as required by article 9, par. 5 of Law 4706/2020 was announced to the General Meeting without voting taking place.
The full text of the Joint Report of the Independent Non-Executive Members of the Board Directors is posted on the Company's website, specifically at the link https://ellaktor.com/en/investorrelations/general-assemblies/general-assemblies-2025-2/regular-general-assembly-july-2025/
Item 4: Approval of the overall management that took place during the tax year 2024, pursuant to Article 108 of Law 4548/2018 and release of the certified auditors from liability for the tax year 2024, in accordance with Article 117 par. 1 case (c) of Law 4548/2018.
The Annual General Meeting, following a lawful vote, approved the overall management, in accordance with Article 108 of Law 4548/2018, during the tax year from 01.01.2024 until 31.12.2024, and the release of the certified auditors of the auditing company "Grant Thornton" from any liability for the tax year from 01.01.2024 until 31.12.2024.
| Number of shares for which valid votes were cast | 304.679.371 | Percentage of the present and |
|---|---|---|
| Percentage of voting share capital | 88,016% | represented votes |
| Number of votes in favour | 304.670.149 | 99,997% |
| Number of votes against | 2.722 | 0,001% |
| Number of abstentions | 6.500 | 0,002% |
Item 5: Submission for discussion and voting by the General Assembly on the Remuneration Report of the Board of Directors for the financial year 2024 (01.01.2024–31.12.2024).
The Annual General Meeting, following the prior recommendation of the Nominations and Remuneration Committee, discussed and approved the proposed Remuneration Report of the members of the Board of Directors for the financial year 2024.
The full text of the Remuneration Report for 2024 was submitted to the Shareholders and is available on the Company's website for a period of ten years https://ellaktor.com/en/investor-relations/generalassemblies/general-assemblies-2025-2/regular-general-assembly-july-2025/ , as required by law.
It is noted, that under par. 3 of Article 112 of Law 4548/2018, the shareholders' vote on the aforementioned Remuneration Report is of an advisory nature, so it can be taken into account by the Board of Directors in the next remuneration report for the tax year 2025.

| Number of shares for which valid votes were cast Percentage of voting share capital |
304.679.371 88,016% |
Percentage of the present and represented votes |
|---|---|---|
| Number of votes in favour | 299.905.373 | 98,433% |
| Number of votes against | 4.767.498 | 1,565% |
| Number of abstentions | 6.500 | 0,002% |
Item 6: Election of Audit Firm for the regular audit of the Company's Stand-Alone and consolidated financial statements, the granting of the tax certificate of the tax year 2025 and for reviewing the interim financial statements of the same year and the determination of its fee.
The Annual General Meeting, following a lawful vote approved the election of the audit firm "Grant Thornton" (SOEL Reg. No. 127) to audit the annual corporate and consolidated financial statements of the financial year from 01.01.2025 to 31.12.2025, to review the corporate and consolidated interim financial statements of the same financial year, and to issue a tax certificate. The Board of Directors was also authorized to determine the exact amount of the fee of Grant Thornton for the provision of the above services, following a relevant offer by the above company.
| Number of shares for which valid votes were cast | 304.679.371 | Percentage of the present and |
|---|---|---|
| Percentage of voting share capital | 88,016% | represented votes |
| Number of votes in favour | 304.672.871 | 99,998% |
| Number of votes against | 0 | 0,000% |
| Number of abstentions | 6.500 | 0,002% |
Item 7: Appointment of an Audit Firm to provide assurance on the Sustainability Report for the current fiscal year 2025 (01.01.2025–31.12.2025).
The Ordinary General Meeting, following a lawful voting procedure, approved the appointment of the audit firm "Grant Thornton" (SOEL Reg. No. 127) to provide assurance services on the Sustainability Report for the current fiscal year 2025 (01.01.2025–31.12.2025).
Finally, the remuneration of "Grant Thornton" for the provision of the aforementioned services will be determined based on a relevant offer submitted by the said firm.
| Number of shares for which valid votes were cast | 304.679.371 | Percentage of the present and represented votes |
|---|---|---|
| Percentage of voting share capital | 88,016% | |
| Number of votes in favour | 304.672.871 | 99,998% |
| Number of votes against | 0 | 0,000% |
| Number of abstentions | 6.500 | 0,002% |
Item 8: Distribution of part of Other Reserves formed by taxed profits of previous years of the Company to members of the Board of Directors, to management executives and to employees. Granting relevant authorization.
The Ordinary General Meeting, following a lawful vote, approved the Distribution of part of the Other Reserves formed from taxed profits of previous financial years of the Company, for a total amount of up to €11,750,000, to members of the Board of Directors, senior executives, and employees, as a reward based on the evaluation of their performance during the financial year 2024, in accordance with the Company's Remuneration Policy. Authorization was granted to the Board of Directors to

determine the beneficiaries, the final amount per person, and other terms for the implementation of this decision, in accordance with the Company's Remuneration Policy and its internal procedures.
| Number of shares for which valid votes were cast Percentage of voting share capital |
304.679.371 88,016% |
Percentage of the present and represented votes |
|---|---|---|
| Number of votes in favour | 299.904.014 | 98,433% |
| Number of votes against | 4.769.357 | 1,565% |
| Number of abstentions | 6.000 | 0,002% |
Item 9: Approval of a Share Buyback Program pursuant to Article 49 of Law 4548/2018, for any use permitted by law, including, among others, the distribution of shares to employees and/or members of the management of the Company and its affiliated companies within the meaning of Article 32 of Law 4308/2014, in accordance with the provisions of Article 114 of Law 4548/2018, as currently in force. Granting of special authorization to the Board of Directors for the implementation of the Program.
The Ordinary General Meeting, following a lawful voting procedure, approved the Share Buyback Program, in accordance with Article 49 of Law 4548/2018, for any legally permissible use, including, among others, the distribution of shares to employees and/or members of the management of the Company and its affiliated companies within the meaning of Article 32 of Law 4308/2014, in accordance with the provisions of Article 114 of Law 4548/2018, as currently in force.
The buyback may be executed up to a maximum of one tenth (1/10) of the Company's paid-up share capital at any given time, with a duration of 24 months from the date of its approval by the General Meeting, i.e., from July 10, 2025, until July 10, 2027, at a minimum purchase price of thirty euro cents (€0.30) and a maximum purchase price of three euros (€3.00) per share. The General Meeting granted the Board of Directors the authority to implement the Program.
| Number of shares for which valid votes were cast | 304.679.371 | Percentage of the present and |
|---|---|---|
| Percentage of voting share capital | 88,016% | represented votes |
| Number of votes in favour | 304.670.649 | 99,997% |
| Number of votes against | 2.722 | 0,001% |
| Number of abstentions | 6.000 | 0,002% |
Item 10: Grant of permission, pursuant to Article 98 of Law 4548/2018, to Company Directors and Managers to participate in the Board of Directors or in the management of subsidiary and affiliated Group companies, as well as in legal entities in which the Company or Group companies hold(s) a direct or indirect participation and which are engaged in objects similar or related to those of the Company.
The Annual General Meeting, following a lawful vote approved the participation of the Directors, as well as the Executives of the General Management and the Managers of the Company, in the Board of Directors or the Management of subsidiary or affiliated Group companies as well as of legal entities in which the Company or other Group companies participate directly or indirectly and which are engaged in objects similar or related to the Company's objects.
| Number of shares for which valid votes were cast | 304.679.371 | Percentage of the present and |
|---|---|---|
| Percentage of voting share capital | 88,016% | represented votes |
| Number of votes in favour | 304.670.649 | 99,997% |
| Number of votes against | 2.722 | 0,001% |
| Number of abstentions | 6.000 | 0,002% |

Ιtem 11: Approval of the sale of the 100% subsidiary company, AKTOR CONCESSIONS SINGLE-MEMBER SOCIÉTÉ ANONYME, to the company under the name "Aktor Société Anonyme of Holdings, Technical and Energy Projects" – Granting of special authorization to the Company's Board of Directors.
The Ordinary General Meeting, following a lawful vote and upon recommendation of the Board of Directors, pursuant to its meetings dated April 30, 2025, and June 19, 2025, approved:
(a) the sale of all shares of the 100% subsidiary company AKTOR CONCESSIONS SINGLE-MEMBER SOCIÉTÉ ANONYME to the company under the name "Aktor Société Anonyme Holdings, Technical and Energy Projects",
(b) the approval of the specific terms and conditions of the Share Purchase Agreement dated April 30, 2025, as posted on the Company's official website, and
(c) the granting of authorization to the Board of Directors to take any action that may be required by ELLAKTOR for the implementation and completion of the Transaction under consideration, the effectiveness of which is, among other things, subject to the approval of the Hellenic Competition Commission.
Finally, it is noted that the preparation of an Information Memorandum is not required for the said transaction, in accordance with the Decision No 25/15.04.2024 of the Steering Committee of the Athens Exchange.
| Number of shares for which valid votes were cast | 304.679.371 | Percentage of the present and represented votes |
|---|---|---|
| Percentage of voting share capital | 88,016% | |
| Number of votes in favour | 304.673.371 | 99,998% |
| Number of votes against | 0 | 0,001% |
| Number of abstentions | 6.000 | 0,002% |
Item 12: Various Notifications
No announcements were made.