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Ideal Holdings S.A. — Proxy Solicitation & Information Statement 2026
May 12, 2026
2631_rns_2026-05-12_4869433a-3a93-49ba-a924-4bcc5fcbe09b.pdf
Proxy Solicitation & Information Statement
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INVITATION
of the Shareholders of the Société Anonyme under the name
«IDEAL HOLDINGS S.A.» and the distinctive title "IDEAL HOLDINGS"
G.E.M.I. No. 000279401000
AT A REGULAR GENERAL MEETING
on Thursday, June 4, 2026, at 10:00
In accordance with the provisions of Law 4548/2018 and the Articles of Association of the company "IDEAL HOLDINGS S.A.", with No. G.E.M.I. 000279401000 (hereinafter the "Company"), having its registered office in the Municipality of Athens and at 25 Creontos Street, P.C. 104 42 and following a relevant decision of its Board of Directors, (Meeting 11-05-2026) the shareholders of the Company are invited to participate in the Ordinary General Meeting ("General Meeting") which will meet on Thursday, June 4th, 2026 at 10:00, in a hybrid way, i.e. with the physical presence of the shareholders at the headquarters of the company Hellenic Exchanges-Athens Stock Exchange Holdings S.A., in Athens and on Leof. Athinon 110 and with the participation of shareholders remotely by teleconference. In the same way, the persons referred to in paragraphs 1 and 2 of article 127 of Law 4548/2018 may also attend the General Assembly.
The following are the items on the agenda:
AGENDA ITEMS
- Submission and approval of the Annual Financial Report (Company's and Consolidated) for the fiscal year 2025 (01.01.2025 - 31.12.2025), which includes the Annual Financial Statements together with the relevant Report and Statements of the Board of Directors and the Audit Report of the Independent Auditor.
- Approval pursuant to article 108 of Law 4548/2018 of the overall management of the Company by the members of the Board of Directors and release of the Certified Auditor from any liability, in accordance with article 117 par. 1 (c) of Law 4548/2018 for the fiscal year 2025 (01.01.2025 - 31.12.2025).
- Approval of the distribution of an amount of €39,202,744.70 corresponding to a cash payment of €0.70 per share to the Company's shareholders. Resolutions regarding the minimum dividend and granting of payable out of the profits of the current fiscal year and previous fiscal years.
3.1 Share capital increase by €19,601,372.35 by capitalization of part of the account "Difference from the issue of shares at premium" by increasing the nominal value of the share by €0.35 and simultaneous share capital reduction by €39,202,744.70 by reducing the nominal value of each common registered share by €0.70, for the purpose of distributing cash to shareholders. Corresponding amendment of article 5 of the Company's Articles of Association and codification of the Articles of Association into a single text.
3.2 Approval for the non-distribution of an additional amount as a minimum dividend pursuant to article 161 par. 2 of Law 4548/2018.
3.3 Approval of the granting of remuneration from the profits of the fiscal year and from profits of previous years, in accordance with articles 109 and 159 of Law 4548/2018, to beneficiaries in accordance with the provisions of the Articles of Association and the approved Remuneration Policy of the Company. - Approval of an amendment expanding the use of the proceeds raised from the Company's share capital increase, which was resolved by the Board of Directors on 02.06.2025, pursuant to the authorization granted by the resolution of the Extraordinary General Meeting dated 19.09.2024, in accordance with Article 22 para. 3 of Law 4706/2020 and the applicable decision of the Hellenic Capital Market Commission on the use of funds raised.
- Authorization to the Board of Directors for the establishment of a free distribution of own shares to members of the Board of Directors and the staff of the Company, as well as its affiliated companies within the meaning of article 32 of Law 4308/2014, in accordance with article 114 of Law 4548/2018.
- Submission of the Annual Report of the Audit Committee in accordance with article 44 paragraph 1 par. i) Law 4449/2017.
- Submission of the Report of the Independent Non-Executive Members of the Board of Directors in accordance with article 9 par. 5 of Law 4706/2020.
- Submission for discussion and voting on the Remuneration Report for the fiscal year 2025 (01.01.2025-31.12.2025) in accordance with article 112 of Law 4548/2018.
- Granting permission, in accordance with article 98 par. 1 of Law 4548/2018, to the members of the Board of Directors to participate in the boards of directors of other companies.
- Election of Certified Public Accountants from the Register of Certified Public Accountants for the fiscal year 2026, for the audit of the Company's corporate and consolidated financial statements, the issuance of the annual tax certificate and the provision of assurance services on the Annual Sustainability Report and determination of their remuneration.
- Approval of the revision of the existing Suitability Policy for the members of the Board of Directors, in accordance with paragraph 3 of Article 3 of Law 4706/2020.
In case the quorum required by law is not achieved, the General Meeting will reconvene in a Repeat Meeting, without publishing a new invitation, remotely in real time via teleconference, on Wednesday, June 10, 2026, at 10:00 a.m. (hereinafter the "Repeat Meeting"), with the above-mentioned items of the Agenda. In the same way, the persons referred to in paragraphs 1 and 2 of article 127 of Law 4548/2018 may also attend the General Assembly.
A. Right to participate and vote in the General Meeting
In the General Meeting (initial meeting, postponed meeting and repeat general meeting) in accordance with the provisions of article 124 par. 6 of Law 4548/2018, only the persons (natural or legal) who have the shareholder capacity at the beginning of the fifth (5th) day before the day of the initial meeting of the General Meeting are entitled to participate and vote. i.e. 30 May 2026 (the "Record Date").
The Record Date of May 30, 2026 also applies in the case of the Repeat Meeting of June 10, 2026 (in case of non-achievement of the quorum required by Law and the Articles of Association for decision-making on certain items of the original agenda on the date of 04.06.2026). Also, the same Record Date applies in the case of a postponed meeting of the General Meeting, provided that the postponed meeting is not more than thirty (30) days away from the Record Date. If any adjourned meeting of the General Meeting is more than thirty (30) days from the Record Date, anyone who is a shareholder as defined above at the beginning of the third (3rd) day prior to the date of the adjourned General Meeting shall be entitled to attend the General Meeting.
In relation to the Company, a shareholder entitled to participate in the General Meeting and to exercise voting rights shall be deemed to be a shareholder of the Company who is registered on the Record Date in the Dematerialized Securities System (DSS), of the company "Euronext Securities Athens" (formerly ATHEXCSD) or the one identified as such based on the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212), as well as the Rulebook of Operation of "Euronext Securities Athens" (formerly ATHEXCSD) as in force.
The proof of shareholder status is provided by any legal means and in any case on the based-on information received by the Company up to and prior to the commencement of the General Meeting from the "Euronext Securities Athens" (formerly ATHEXCSD) or through the aforementioned intermediaries in accordance with the above provisions. A shareholder may participate in the 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 meeting refuses such participation for an important reason that justifies its refusal in accordance with the applicable provisions (article 19 paragraph 1 of Law 4569/2018, article 124 paragraph 5 of Law 4548/2018).
It is noted that the exercise of the participation and voting rights does not require the blocking of the beneficiary's shares or the observance of any other similar procedure, which limits the possibility of their sale and transfer during the period between the Record Date and the date of the General Meeting (initial or postponed or Repeated).
Shareholders who do not comply with the deadline of par. 4 of article 128 of Law 4548/2018, i.e. they did not submit in writing or by electronic means any appointment of a representative or proxy to the Company, at least forty-eight (48) hours prior to the set date of the meeting of the General Meeting, participate in the General Meeting, unless the General Meeting refuses such participation on just and proper grounds that justify its refusal. The Company's Articles of Association provide the capacity to participate in the General Meeting remotely by audiovisual or other means, without the physical presence of the shareholder at the venue.
B. Participation and voting in the General Meeting remotely in real time via teleconference
In order for shareholders to participate and vote in the General Meeting of June 4, 2026 or any Repeat Meeting that will be held remotely in real time via teleconference by electronic means, without their physical presence, it is required to create and use an electronic account of the shareholder or any his/her representative on the online platform developed by the Euronext Athens for the provision of services holding General Meetings remotely in real time via teleconference to issuing companies on https://axia.athexgroup.gr.
The online platform is provided by the company "Euronext Securities Athens" (formerly ATHEXCSD), while the ZOOM Meetings service from Zoom Video Communications Inc. is used for teleconferencing. To access the online platform, a computer or mobile phone of the smartphone or tablet type is required, with an installed web browser application and the ability to access the internet.
In order to create the account of the shareholder or his/her proxy on the above online platform, the valid e-mail address (email) and the mobile phone number of the shareholder or any his/her proxy are required.
In the event that, upon entering the electronic platform, the above information entered by the shareholder is does not match the data registered in the Dematerialized Securities System or the identification data and have been notified to the Company by "Euronext Securities Athens" (formerly ATHEXCSD) or through intermediaries, as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Decision No 8 of the BoD of "Euronext Securities Athens" (formerly ATHEXCSD) "Technical terms and procedures for the provision of the Registry, Corporate & Other Related Transactions Service", as well as the form "Terms and conditions of the Remote General Meeting of Shareholders", the shareholder must update and/or update the above information, in order to create the account.
For this purpose and to avoid dysfunctions, shareholders are requested to contact without delay the Participant of the Securities Account in the DSS or other intermediary acting as custodian through which their shares are kept, in order to communicate and/or update their valid email address and mobile phone number for identification purposes.
Further instructions for participation in the General Meeting (initial and any repetitive) via teleconference will be posted on the Company's website.
For any questions and instructions, shareholders can contact the Company's Investor Relations Department via e-mail at [email protected] or by phone at no. telephone (+30) 210 5193 900 (responsible: Mrs. Katerina Psifi) during working days, from 10:00 to 18:00.
Also, from the publication of this and until the end of the General Meeting, information on support issues will be provided to shareholders and their proxies at +30 210 33.66.576 or by e-mail at [email protected].
Shareholders who will participate in the General Meeting via real-time teleconference are taken into account for the formation of the quorum and majority and will be able to effectively exercise their rights during the General Meeting.
On the date of the General Meeting, the Shareholders, in order to participate in its proceedings, must log in in time through the Online Platform, at least fifteen minutes (15') before the opening time of the General Meeting announced in the Invitation and declare the number of voting rights with which they will participate in the General Meeting and vote and, if they wish to modify it (to the smallest).
Shareholders who have successfully connected to the online platform will be able to participate in the General Meeting via real-time video conference via a link that will be sent to them via email.
By activating the ZOOM video conferencing application through the link at the beginning of the General Meeting, shareholders will be able to:
a) monitor the conduct of the General Meeting by electronic or audiovisual means,
b) take the floor and address the General Assembly orally during the General Meeting,
while at the same time through the online platform they will be able to:
c) vote in real time during the General Assembly on the items of the agenda,
d) receive information on the recording of their vote.
C. Procedure for participation in the vote held before the General Meeting
(Postal Vote)
I. Shareholders are given the opportunity to participate themselves or their representatives in the voting on the items of the General Meeting, which will be held before the General Meeting, under the terms of article 126 of Law 4548/2018 and the following:
Shareholders who wish to participate in the voting on the items of the General Meeting that will be held prior to the General Meeting may make use of the following possibilities:
a) Either exercise the right to vote before the General Meeting through the online platform https://axia.athexgroup.gr, in which they will have previously created an account and will have successfully registered in accordance with the paragraph B' above, no later than twenty-four (24) hours before the date of the General Meeting (i.e. no later than 03.06.2026 at 10:00).
b) Either complete, sign and send or submit the "Postal Voting Form", certified for the authenticity of the signature, to the Company's Investors Relationship Department (25 Kreontos Street, 10442 Athens), or digitally signed using an approved qualified digital certificate or digital document certification via gov.gr by the representative or shareholder, by e-mail to [email protected], at least twenty-four (24) hours prior to the date of the meeting of the General Meeting (i.e. no later than 03.06.2026 at 10:00).
The "Postal Voting Form" is available to the Shareholders in paper form at the Company's registered office (25 Kreontos Street, 10442 Athens) and in electronic form on the Company's website (https://www.idealholdings.gr/el/ependytikes-sheseis/enhmerwsh-metoxwn/genikes-suneleuseis/)
c) Either participate on the basis of confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by mediators.
Shareholders who vote in accordance with the above before the General Meeting are counted for the formation of the quorum and majority, only if the relevant votes have been received by the Company no later than 03.06.2026 at 10:00.
II. It is noted that shareholders who wish to appoint proxies to participate remotely in the voting on the items of the General Meeting that will be held before the General Meeting, may appoint up to one (1) proxy. The appointment of the proxy must be made at least forty-eight (48) hours prior to the date of the General Meeting (i.e. no later than 02.06.2026 at 10:00), as specifically mentioned below under section D.II.
After this deadline, it will not be possible to participate by proxy in the vote that will take place before the General Meeting.
III. In the event that the quorum required by law and the Company's Articles of Association is not reached for a decision on the items on the agenda during the meeting of June 4, 2026, for the Repeat Meeting to be held on June 10, 2026, at 10:00, the right to vote remotely by postal vote must be exercised again in a vote to be held before the Repeat General Meeting, in the following ways:
a) Either by exercising the right to vote again before the Repeat General Meeting through the online platform https://axia.athexgroup.gr, in which they will have previously created an account and will have successfully registered as mentioned in point B' above, from 04.06.2026 at 10:00 a.m. and no later than twenty-four (24) hours before the date of the meeting of the Repeat General Meeting (i.e. no later than until 09.06.2026 at 10:00).
b) Either by completing and sending or submitting the "Postal Voting Form", certified for the authenticity of the signature at the Company's headquarters – Shareholder Services & Corporate Announcements Department (at 25 Kreontos Street, 10442 Athens) or digitally signed using a qualified digital certificate or a digital document certified from gov.gr by the representative or shareholder, via e-mail to [email protected], at least twenty-four (24) hours prior to the date of the Repeat General Meeting (i.e. no later than 09.06.2026 at 10:00).
c) either participate on the basis of confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by mediators.
Shareholders who vote in accordance with the above before the Repeat General Meeting are counted for the formation of the quorum and majority, only if the relevant votes have been received by the Company no later than 09.06.2025 at 10:00.
IV. For any Repeat Meeting on 10.06.2026, shareholders who had not appointed a proxy during the initial General Meeting or shareholders who wish to replace the proxy they had appointed, in order to participate remotely in the voting that will be held prior to the Repeat General Meeting, may appoint up to one (1) proxy, the appointment of which must be made at least forty-eight (48) hours before the date meeting of the Repeat General Meeting (i.e. no later than 08.06.2026 at 10:00), as specifically mentioned below in point D.II.
After this date, it will not be possible to participate by proxy in the vote that will take place before the Repeat General Meeting.
Shareholders are requested to ensure the confirmation of the successful dispatch of the "Postal Voting Form" and its receipt by the Company, by contacting the Company's Investors Relations Department.
For any questions and instructions, shareholders may also contact the Company's Investors Relations Department via e-mail at [email protected], or by phone at no. telephone (+30) 210 5193 900 (responsible: Mrs. Katerina Psifi) during working days from 10:00 to 18:00.
D. Procedure for participation and voting by proxy
I. The shareholder participates in the General Meeting and votes either in person or by proxy. Each shareholder may appoint up to three (3) proxies. However, if the shareholder holds shares of the Company that are held in more than one Investor Securities Account, the above restriction cannot prevent the shareholder from appointing different proxies for the shares in each investor account in connection with the General Meeting. The granting of a proxy is freely revocable. A proxy appointment can be freely recalled. A proxy that acts for more than one shareholder can vote differently for each shareholder.
II. Shareholders may appoint a proxy for one or more General Meetings and for a specific period of time. The proxy votes in accordance with the shareholder's instructions, if there are any. Non-compliance of the proxy with the instructions received does not affect the validity of the decisions of the General Meeting, even if the proxy's vote was decisive in achieving the majority. The shareholder's proxy is required to file the voting instructions for at least one (1) year from the date of the initial General Meeting or the Repeat General Meeting.
The shareholder proxy is obliged to notify the Company, before the start of the General Meeting, about any specific event, which may be useful to shareholders in order to assess the risk that the proxy may serve other interests besides the interests of the shareholder. For the purposes of this paragraph, a conflict of interest may arise, in particular where the proxy holder: (a) is a shareholder controlling the Company or is another legal person or entity controlled by that shareholder; (b) is a member of the Board of Directors or the general management of the Company or a shareholder controlling the Company or another legal person or entity controlled by a shareholder, who exercises control over the Company; (c) is an employee or statutory auditor of the Company or of a shareholder who exercises control over the Company or of another legal person or entity controlled by a shareholder who exercises control over the Company; (d) is the spouse or first-degree relative of one of the natural persons referred to in cases a) to c).
The appointment and revocation or replacement of the proxy or representative takes place in writing or by electronic means submitted to the Company at least forty-eight (48) hours before the appointed date of the General Meeting. Notification of the appointment and revocation or replacement of the proxy by electronic means is by electronic mail at the email address on the Invitation to the General Meeting, or the case of shareholders that are identified through intermediaries, through confirmations or notifications of articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.
II. Specifically for shareholder participation by proxy at the General Meeting on 05 June 2025 (or any Repeat Meeting), remotely in real-time by teleconference, or for shareholder participation by proxy in the vote on the items of the General Meeting that will take place before the General Meeting, shareholder or Participant in the Securities Accounts in the DSS or other intermediaries acting as custodians of the shareholders through which the shares are kept, can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the General Meeting (i.e. no later than 02.06.2026 at 10:00 for the initial General Meeting and no later than 08.06.2026 at 10:00 for the Repeat Meeting).
Upon receipt of the above information by the Company and based on the proxy's e-mail address and mobile phone number, as stated in the proxy form, an account of the proxy is created on the online platform, which will be notified by e-mail, in order to activate his/her account, in order to be able to exercise the rights of the shareholder in accordance with the above mentioned under B' and C'. The Company has made available documents:
a) for the appointment of a proxy for the participation in the General Meeting of June 4, 2026 remotely in real time via teleconference and
b) for the appointment of a proxy for the vote on the items on the agenda of the General Assembly that will be held before the General Meeting.
These forms are available to shareholders in paper form at the Company's headquarters by the Company's Investors Relations Department (at the address Kreontos, no. 25, Athens) and in electronic form on the Company's website (https://www.idealholdings.gr/el/ependytikes-sheseis/enhmerwsh-metoxwn/genikes-suneleuseis/)
The appropriate document must be filled-in, signed with the authenticity of the signature verified, and submitted to the Investor Relations & Corporate Announcements Department of the Company (at Kreontos Street, no. 25, 10442 Athens), or digitally signed using a qualified certificate or a digital document certification from gov.gr, by email to [email protected], at least 48 hours prior to the date of the General Meeting (i.e. no later than 10 p.m. 02.06.2026 and at 10:00). The shareholder is requested to ensure the confirmation of the successful dispatch of the proxy appointment form and its receipt by the Company and for this purpose he/she can contact the Company's Investors Relations Department via e-mail at the following email address: [email protected], or by phone at no. telephone (+30) 210 5193 900 (responsible: Mrs. Katerina Psifi) during working days from 10:00 to 18:00.
E. Minority rights of shareholders
The Company informs the Shareholders that, in accordance with the provisions of paragraphs 2, 3, 6 and 7 of article 141 of Law 4548/2018:
(a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital of the Company, which must be received by the Board of Directors by May 20, 2026, i.e. at least fifteen (15) days before the General Meeting, the Board of Directors of the Company is obliged to include additional items on the agenda of the General Meeting. Additional items must be published or disclosed, under the responsibility of the Board of Directors of the Company, in accordance with article 122 of Law 4548/2018, at least seven (7) days before the General Meeting, i.e. until May 28, 2026. The request for the inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved by the General Meeting and the revised agenda is published in the same way, such as the previous agenda, on May 22, 2026, i.e. thirteen (13) days prior to the date of the General Meeting, and at the same time is made available to the shareholders on the Company's website, together with the justification or draft decision submitted by the shareholders in accordance with the provisions of article 123 par. 4 of Law 4548/2018, as it stands. If these items are not published, the applicant shareholders are entitled to request the postponement of the General Meeting, in accordance with paragraph 5 of article 141 of Law 4548/2018 and to proceed with the publication themselves, in accordance with the provisions of the second paragraph of this paragraph, at the expense of the Company.
(b) Shareholders representing 1/20 of the paid-up share capital of the Company by means of an application, which must be received by the Board of Directors no later than May 28, 2026, i.e. seven (7) days prior to the date of the General Meeting, are entitled to request to submit draft resolutions on the items included in its initial or revised agenda, According to article 141 par. 3 of Law 4548/2018, and the Board of Directors is obliged to make them available to shareholders at least six (6) days prior to the date of the General Meeting, i.e. by May 29, 2026.
(c) Following a request by any shareholder, which may be submitted to the Company, by May 29, 2026, i.e. at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific information on the Company's affairs, to the extent that it is useful for the actual assessment of the items on the agenda. The Board of Directors may respond uniformly to shareholder applications with the same content. There is no obligation to provide information when the relevant information is already available on the Company's website. Also, upon request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors is obliged to announce to the General Meeting the amounts paid during the last two years to each member of the Board of Directors or the Company's directors, as well as any benefit to these persons for any reason or contract between the Company and them.
(d) Shareholders representing 1/10 of the paid-up share capital of the Company, are entitled to request from the Company, by May 29, 2026, i.e. at least five (5) full days before the General Meeting and the Board of Directors is obliged to provide
the General Meeting with information on the course of the Company's corporate affairs and the financial situation of the Company. Please note that in order to exercise any of the rights referred to in this invitation, the shareholder exercising the relevant right must prove his/her shareholding status and the number of shares in the Company held at the time of exercising such right. Such proof may be provided by any legal means and in any case on the basis of information received by the Company from the entity in which the relevant securities are held. For further information on minority shareholders' rights, shareholders are invited to refer to the provisions of article 141 of Law 4548/2018.
F. Available documents and information
The information, documents and forms referred to in article 123 par. 3 and par. 4 of Law 4548/2018, as in force, are available in electronic form on the Company's website (https://www.idealholdings.gr/el/ependytikes-sheseis/enhmerwsh-metoxwn/genikes-suneleuseis/) and will also be available in hard copy at the Company's Investors Relations Department (at 25 Kreontos Street, 10442, Athens), during business days, from 10:00 to 18:00.
Athens, May 11, 2026
The Board of Directors