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Orilina Properties REIC S.A. — Proxy Solicitation & Information Statement 2026
Apr 21, 2026
10224_rns_2026-04-21_908a08a7-ebf5-4681-b43f-9defc5dcb03a.pdf
Proxy Solicitation & Information Statement
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NOTICE
to the shareholders of the société anonyme with the name:
'ORILINA PROPERTIES REAL ESTATE INVESTMENT FIRM SOCIÉTÉ ANONYME'
trading as: 'ORILINA PROPERTIES REIC'
(the "Company")
General Commercial Register (GEMI) No 148547901000
concerning the Annual Ordinary General Meeting
The Board of Directors of the company with the name 'ORILINA PROPERTIES REAL ESTATE INVESTMENT FIRM SOCIÉTÉ ANONYME', trading as 'ORILINA PROPERTIES REIC', following the decision made during its meeting held on 20 April 2026, in accordance with Law 4548/2018 and the Company's Articles of Association, hereby invites the Company's shareholders to participate exclusively remotely and in real time, via teleconference, and, more specifically, in accordance with the provisions of Article 120(3) of Law 4548/2018, in conjunction with the provisions of Article 14(2) of the Company's Articles of Association, to attend the Annual Ordinary General Meeting of the Company's Shareholders, to be held on Tuesday, 12 May 2026, at 10:00 am. Should the statutory quorum not be achieved, the Board of Directors hereby invites the Company's shareholders to an iterative Ordinary General Meeting to be held on Tuesday, 19 May 2026, at 10:00 am, which shall meet exclusively remotely and in real time, via teleconference, in accordance with the provisions of Article 120(3) of Law 4548/2018, in conjunction with the provisions of Article 14(2) of the Company's Articles of Association. The Annual Ordinary General Meeting shall be held, as set out herein and in accordance with the provisions of Article 125(1) of Law 4548/2018 and Article 18A of the Company's Articles of Association, remotely using electronic means, and shareholders shall be able to participate in the meeting and to exercise their rights exclusively remotely and in real time, via teleconference, either in person or via a proxy, for the purpose of facilitating participation even without their physical presence.
"ITEMS ON THE AGENDA
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Submission and approval of the Annual Financial Statements for the fiscal year (1 January 2025 - 31 December 2025), accompanied by the Annual Management Report of the Board of Directors, with the form and content based on which the Deloitte auditing firm prepared the relevant audit certificate. The foregoing are also accompanied by the full text of the audit report prepared by the aforesaid auditing firm.
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Approval in accordance with Article 108 of Law 4548/2018 of the overall management of the Company by the Board of Directors during the 2025 fiscal year (from 1 January 2025 to 31 December 2025), and discharge of the certified public auditors for the 2025 fiscal year, in accordance with Article 117 of Law 4548/2018, from all liability.
-
Appointment of the DELOITTE company and the certified public accountancy - auditing firm for the 2026 fiscal year and approval of its fee.
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Appointment of the following companies as valuers of the company for the 2026 fiscal year to estimate the value of the acquired or transferred immovable properties, shares, etc., as required by the legislative framework governing the operation of REICs:
- Ordinary valuers: a) Savills - KENTRIKI VALUERS & REAL ESTATE ADVISORS P.C.; b) CW Proprius Single-Member LLC (Cushman & Wakefield Alliance); and c) P. Danos & Associates S.A.
- Alternate valuers: CBRE - SECURITIES CERTIFIED EXPERTS AND VALUERS SOCIÉTÉ ANONYME
-
Appointment of new Directors and designation of new independent non-executive directors.
-
Determination of the type of the Audit Committee, its term in office, number and capacities of its members.
-
Appointment of Investment Committee members.
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Approval of distribution of profits for the 01.01.2025 - 31.12.2025 fiscal year as follows: a) Distribution of a dividend to shareholders for the 2025 fiscal year, amounting to €4,432,821; b) formation of a statutory reserve amounting to €243,832.69; and c) distribution of profits amounting to €200,000 to Company staff and the executive directors.
-
Establishment of a Share Buyback Programme, according to articles
49 and 50 of L. 4548/2018.
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Establishment of a Stock Award Plan to executive directors, management executives and other selected executives, according to article 114 of L. 4548/2018.
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Approval of payment of fees and remuneration to directors and Board Committees for the 2025 fiscal year (1 January 2025 – 31 December 2025), and approval of advance payment of fees and remuneration to the above persons during the 2026 fiscal year (1 January 2026 – 31 December 2026) for the period until the next Ordinary General Meeting, in accordance with Article 109(4) of Law 4548/2018.
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Submission for deliberations and consultative vote of the Remuneration Report for the 2025 fiscal year (Article 112 of Law 4548/2018).
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Submission of the Independent Non-Executive Directors’ Report to the General Meeting of the Company, in accordance with Article 9(5) of Law 4706/2020, as in force.
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Submission of the Activity Report of the Audit Committee on the 2025 fiscal year to the General Meeting of the Company, in accordance with Article 44(1)(i) of Law 4449/2017, as in force.
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Amendment to Article 3 of the Company's Articles of Association, due to the revocation of the AIFM license following a relevant decision by the Hellenic Capital Market Commission, and codification thereof into a single text.
In accordance with Articles 121(4), 124 and 128 of Law 4548/2018, as currently in force, the Company notifies the shareholders of the following:
I. RIGHT TO PARTICIPATE IN AND VOTE AT THE GENERAL MEETING
Any person appearing as a shareholder (holder of the Company's ordinary registered shares) in the records of the Dematerialised Securities System managed by the company 'EURONEXT SECURITIES ATHENS SA' at the start of the 5th day prior to the day of the initial meeting of the General Meeting ("registration date"), i.e. 7 May 2026, is entitled to participate in and vote at the Ordinary General Meeting to be held on 12 May 2026 or its iterative meeting which may be held on 19 May 2026. The above registration
date shall apply also to any iterative General Meeting, provided the adjourned or iterative General Meeting is held within thirty (30) days from the registration date.
Any person registered, on the registration date, in the Dematerialised Securities System managed of the société anonyme 'EURONEXT SECURITIES ATHENS SA' or identified as such on the relevant date through registered intermediaries or other intermediaries shall be considered by the Company to be a shareholder entitled to participate in the General Meeting and exercise their voting rights, in compliance with the provisions of legislation [Law 4548/2018, Law 4569/2019, Law 4706/2020, as well as Regulation (EU) 2018/21212 and the Rules of Procedure of the Hellenic Central Securities Depository (Government Gazette, Series II, Issue 1007/16.03.2021)].
Shareholder status shall be proven using all lawful means and, in all events, on the basis of information received by the Company prior to the commencement of the General Meeting from 'EURONEXT SECURITIES ATHENS SA' or via the aforesaid intermediaries in accordance with the above provisions. A shareholder may participate in the General Meeting on the basis of confirmations or notices, as provided for in Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary, unless the General Meeting refuses such participation on serious grounds justifying such refusal in compliance with the provisions in force (Article 19(1) of Law 4569/2018, Article 124(5) of Law 4548/2018).
It is noted that participation of shareholders in the Ordinary General Meeting does not require blocking of their shares or compliance with any other such procedure that limits the possibility of sale and transfer of shares during the period between the registration date and the date of the Ordinary General Meeting.
Each ordinary share grants the right of one vote.
Shareholders who fail to comply with the deadline laid down in Article 128(4) of Law 4548/2018, i.e. who did not submit to the Company in writing or by electronic means any appointment of a representative or proxy at least 48 hours prior to the date set for the General Meeting may participate in the
General Meeting, unless the General Meeting refuses such participation on serious grounds justifying such refusal.
II. EXERCISE OF PARTICIPATION & VOTING RIGHTS
A. In person or via a proxy
Shareholders shall participate in the Ordinary General Meeting or in any iterative meeting, both of which shall be held exclusively remotely and in real time, via teleconference, using electronic means and without being physically present, and may vote either in person or via a proxy.
A shareholder may appoint up to 3 proxies. Legal persons shall participate in the General Meeting by appointing up to three (3) natural persons as their representatives.
However, if a shareholder holds Company shares which appear in more than one securities account, this limitation shall not prevent the shareholder in question from appointing different proxies for the shares which appear in each securities account in relation to the General Meeting. A proxy acting on behalf of more than one shareholder may cast a different vote for each shareholder.
Proxies shall vote in accordance with the voting instructions of the shareholder, where applicable. Failure by a proxy to comply with the voting instructions received shall not impair the validity of any decisions passed at the General Meeting, even if the proxy's vote was decisive in forming a majority.
More specifically, in order for shareholders to participate via proxy in the ordinary General Meeting of 12 May 2026 or any iterative meeting, to be held exclusively remotely and in real time, via teleconference, it is noted that each shareholder or the participant of the securities account in the Dematerialised Securities System or any other intermediary acting as the depositary of the shareholder through which their shares are held may appoint up to one (1) proxy, whose appointment must be made at least 48 hours prior to the date of the General Meeting (i.e. no later than 10 May
2026 at 10:00 am for the initial General Meeting and no later than 17 May 2026 at 10:00 am for the iterative meeting).
Upon receiving the authorisation details from the Company, and based on the e-mail address and the mobile telephone number of the representative or proxy, as stated in the representative or proxy appointment form, the Company shall create an account of the representative or proxy on the electronic platform, who shall be notified via e-mail in order to activate their account so as to be able to exercise the rights of the shareholder, in accordance with the provisions below (under II.B).
The Company has made available on its website (https://orilina.com/gr/content/anakoinoseis) the form it uses for the appointment of a proxy, or the revocation or replacement of a proxy (Authorised Representative - Proxy Appointment Form). This form must be completed and signed before being submitted at the Company's address, 59, Vasilissis Sofias Avenue, 5th floor, to the attention of the Shareholder Service Department, with the signature authenticated by a competent authority, or digitally signed and sent using a recognised digital signature (qualified certificate), via e-mail, to: [email protected], at least 48 hours prior to the date of the Annual General Meeting, i.e. by 10 May 2026 at 10:00 am for the initial General Meeting and no later than 17 May 2026 at 10:00 am for the iterative meeting.
Any replacement or revocation of the proxy appointed must be filed with or received by the Company within the same deadline. After this deadline has elapsed, participation in the voting via proxy shall not be possible. The beneficiary shareholder must ensure confirmation of the successful dispatch of the proxy appointment form and its receipt by the Company, by calling 210-7254566 during working days and hours.
A shareholder may authorise a proxy with respect to one or more General Meetings or for a specified period of time.
Such authorisation may be freely revoked any time.
Prior to the commencement of the General Meeting, each shareholder's proxy shall disclose to the Company any particular circumstances which may be useful for the shareholders to assess the risk involved in such proxy
serving any interests other than those of the shareholder they represent. There may be a conflict of interests for the purposes of this paragraph where the proxy, in particular:
(a) is a shareholder exercising control over the Company or is another legal person or entity controlled by such shareholder;
(b) is a member of the Board of Directors or the overall management body of the Company or shareholder exercising control over the Company or other legal person or entity controlled by a shareholder exercising control over the Company;
(c) is an employee or auditor of the Company or a shareholder who controls the Company, or another legal person or entity controlled by the shareholder who controls the Company;
(d) is the spouse or a relative of the first degree of one of the natural persons referred to in cases (a) to (c) above.
B. Remotely, in real time, via teleconference
Shareholders or their proxies shall be able to participate in and vote at the Ordinary General Meeting to be held on 12 May 2026 or any iterative meeting exclusively remotely and in real time using electronic means. Shareholders or their proxies must declare their intention to participate through the Axia e-sm platform (an online platform developed by Hellenic Exchanges - Athens Exchange Group S.A. for the provision of services for the holding of General Meetings remotely and in real time, via teleconference, to issuing companies) and, through such platform, receive the invitation to the teleconference.
Shareholders who wish to participate in and vote at the Ordinary General Meeting to be held on 12 May 2026 or any iterative meeting remotely and in real time via teleconference must create and use an electronic account for the shareholder or any proxy thereof on the electronic platform developed by Hellenic Exchanges - Athens Exchange Group S.A. for the provision of
services for the holding of General Meetings remotely and in real time, via teleconference, to issuing companies on the website https://axia.athexgroup.gr/.
The online platform is provided by the company 'EURONEXT SECURITIES ATHENS SA' while the ZOOM Meeting service provided by Zoom Video Communications Inc. is used for the teleconference.
Access to the electronic platform requires a computer, smartphone or tablet, with an installed web browser and internet access.
Creating an account for the shareholder or their proxy on the above electronic platform requires the valid e-mail address and the mobile telephone number of the shareholder or their proxy.
If, when logging onto the electronic platform, the above particulars entered by the shareholder do not match the particulars recorded in the Dematerialised Securities System or the identification data notified to the Company by 'EURONEXT SECURITIES ATHENS SA', or through intermediaries, within the framework of services of facilitating the authentication of shareholders at general meetings remotely provided to issuing sociétés anonymes in accordance with Part 3 of decision No 8 of the Board of Directors of 'EURONEXT SECURITIES ATHENS SA' entitled 'Technical conditions and procedures for the provision of the Registry Service, Corporate & other related acts', the shareholder must update their above particulars in order to create the account.
As part of the process of checking and authenticating the particulars of applicants, in addition to the necessary identification data (including but not limited to: full name - identity card number/corporate name, Dematerialised Securities System file number, etc.), as set out in the relevant form, the valid e-mail address and mobile telephone number of the shareholder (or their proxy) shall also be required. For this purpose, shareholders are kindly requested to ensure the timely update of the above particulars in the Dematerialised Securities System of 'EURONEXT SECURITIES ATHENS SA' via the Participants in the Securities Account of the Dematerialised Securities System where they keep their shares or any other depositary service provider.
Further instructions for participation in the General Meeting (initial and any iterative meeting) via teleconference shall be posted on the Company's website. Shareholders can contact the Company's Shareholder Service Department concerning any questions and information via e-mail at [email protected] or by telephone at +30 210 7254566, on a daily basis during business days and hours.
After the publication hereof and until the General Meeting has ended, information and support will be provided to shareholders and their proxies on issues related to the conduct of the General Meeting through the AXIA e-SM platform (e.g., connection, voting, etc.) at the telephone number +30 210 3366426 or via e-mail at [email protected].
On the day of the Annual General Meeting and in order to participate in the Meeting via teleconference, shareholders must log on in good time through the Online Platform at least fifteen (15) minutes prior to the commencement time of the General Meeting announced in the Notice and declare the number of voting rights with which they will be participating in the General Meeting and will be voting, as well as whether they wish to amend (lower) this number.
The shareholders, or their proxies, who will participate in the ordinary General Meeting via teleconference shall be taken into account for the formation of the quorum and the majority and shall be able to exercise their rights effectively during the Ordinary General Meeting.
Shareholders who have successfully logged into the online platform will be able to participate in the General Meeting via real-time teleconference using a link to be sent to them via e-mail.
Upon activating the ZOOM teleconference application using the link, shareholders will be able, once the General Meeting commences:
a) to attend the General Meeting using electronic or audiovisual means; b) to speak and address to the General Meeting orally during the Meeting, and, at the same time, through the online platform, they shall be able to: c) vote in real time during the General Meeting on the agenda items;
d) receive information on the recording of their vote.
Shareholders or their proxies who will participate in the teleconference of the Ordinary General Meeting via the internet will be able to ask questions during the Meeting regarding the items on the agenda. In all events case, to ensure the proper preparation and optimal coordination of the Meeting, shareholders are given the opportunity to send their questions in advance, in writing, via e-mail sent to: [email protected], at least 48 hours prior to the date of the Annual General Meeting, i.e. by 10 May 2026 at 10:00 am.
It is noted that the official language of the Meeting will be the Greek language, while interpretation into the English language will be available for participants attending remotely.
III. MINORITY RIGHTS OF SHAREHOLDERS
(a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors of the Company is obligated to include additional items on the agenda of the Annual General Meeting, if the relevant request is received by the Board of Directors by 27 April 2026, i.e. at least 15 days prior to the Ordinary General Meeting. The request to have additional items included in the agenda shall be accompanied by reasoning for such inclusion or include a draft decision for approval by the General Meeting. The revised agenda shall be published in the same manner as the previous agenda, on 29 April 2026, i.e. 13 days prior to the date of the General Meeting, and shall be posted at the same time on the Company's website (see below), together with the reasoning or the draft decision submitted by the shareholders in accordance with the provisions of Article 123(4) of Law 4548/2018.
(b) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shall make available to the shareholders, in accordance with the provisions of Article 123(3) of Law 4548/2018, no later than 6 May 2026, i.e. at least 6 days prior to the date of the Ordinary General Meeting, draft decisions on items included in the initial or revised agenda, if the relevant application is received by the Board by 5 May 2026, i.e. at least 7 days prior to the date of the Annual General Meeting.
(c) At the request of any shareholder submitted to the Company by 7 May 2026, i.e. at least 5 full days prior to the Ordinary General Meeting, the Board of Directors is obligated to provide the General Meeting with any specific information requested in relation to Company affairs, to the extent that such information is relevant to the items on the agenda. There is no obligation to provide information where the relevant information is already available on the Company's website, particularly in the form of Q&As. In this case, the Board of Directors may refuse to provide such information for a serious material reason which shall be cited in the minutes.
(d) At the request of shareholders representing 1/10 of the paid-up share capital, submitted to the Company by 7 May 2026, i.e. at least 5 full days prior to the Ordinary General Meeting, the Board of Directors is obligated to provide the General Meeting with information on the progress of corporate affairs and the Company's financial standing. The Board of Directors may refuse to provide such information for a serious material reason which shall be cited in the minutes.
(e) In the situations described in Article 141(6) and (7) of Law 4548/2018, any dispute as to the validity of the explanation provided by the Board of Directors for refusing to provide the information requested shall be resolved by the courts in a judgment handed down under interim relief proceedings. In the same judgment, the court shall order the company to provide the information it refused to provide. Such judgment shall not be subject to legal remedies.
(f) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Chairperson of the Ordinary General Meeting is obligated to adjourn only once the adoption of decisions at any Ordinary General Meeting for all or certain items on the agenda, setting as the date of resumption of the Meeting the date indicated in the shareholders' request, which may not be more than twenty (20) days from the date of the adjournment.
Corresponding deadlines to exercise any minority rights of shareholders shall also apply in case of any iterative General Meeting, to be held on 19 May 2026.
In all the above situations, the requesting shareholders must prove their status as shareholders and, save in the situation described in the first
sentence of Article 141(6) of Law 4548/2018, the number of shares they hold at the time they exercise the relevant right. Shareholder status may be proven by any lawful means and in all events based on a notice received by the Company from the société anonyme with the name 'EURONEXT SECURITIES ATHENS SA', where it provides register services, or via participants and brokers registered with the central securities depository in all other cases.
IV. AVAILABLE DOCUMENTS AND INFORMATION
This notice, the documents to be submitted to the General Meeting, a draft decision on the item of the proposed agenda or, if no decision has been proposed for approval, a comment by the Board of Directors, as well as the draft decisions proposed by the shareholders, in accordance with Article 141(3) of Law 4548/2018, immediately after being received by the Company, the forms to be used for voting via a representative or proxy and the other information provided for in Article 123(3) of Law 4548/2018 and detailed information on the minority rights in question and the conditions for exercising them shall be posted and are available on the company's website, (https://orilina.com/gr/content/anakoinoseis) and in hard copy at the Company's offices (at 59, Vasilissis Sofias Avenue, Athens, GR-11521, tel. (+30) 210 2107254566), in accordance with the provisions of Law 4548/2018.
Athens, 20 April 2026
The Board of Directors