ANNOUNCEMENT
of the Resolutions of the First Repeat Extraordinary General Meeting of EKTER S.A.
EKTER S.A. announces to investors that an Extraordinary General Meeting of shareholders was held on Monday, November 25, 2024, at 13:00.
Out of a total of 22,500,000 ordinary registered shares with voting rights, 20 shareholders/holders of voting rights attended or were represented in the Meeting with 11.089.681 shares and voting rights, i.e.49,287% of the total share capital.
The present General Meeting was convened in repetition of the Extraordinary General Meeting of November 11, 2024, which, due to the absence of a legal quorum, did not take any decision on the issues.
The present General Meeting was legally constituted, without the publication of a new invitation being required, given that, in accordance with article 130 paragraph 4 of Law 4548/2018, the original invitation specified the aforementioned venue and time for its convening. Moreover, this General Meeting took decisions on the agenda item. In particular, the decisions of the General Meeting and the results of the voting, in accordance with the applicable provisions of Law 4548/2018, are as follows:
The merger by acquisition of the company under the name "ENERGEIAKOS KOMVOS ANONYMI ENERGEIAKI - ANAPTYXIAKI - EPENDYTIKI ETAIREIA" by EKTER S.A. was approved, in accordance with the provisions of articles 6-21 and 30-38 of Law 4601/2019, Law 4548/2018, article 54 of Law 4172/2013, as well as the provisions of the Athens Stock Exchange Regulation and the Capital Market legislation..
More specifically:
a) the Joint Draft Merger Agreement dated 30/09/2024 was approved,
b) the Detailed Report of the Company's Board of Directors on the Draft Merger by Acquisition Agreement pursuant to article 9 of Law 4601/2019, dated 30/09/2024, was approved,
c) approval was given regarding the Certified Public Accountants' Report dated 30/09/2024 under the title "REPORT OF EXPERTS UNDER ARTICLE 10 OF LAW 4601/2019 FOR THE MERGED COMPANIES For the examination of the Draft Merger by Acquisition Agreement of the société anonyme under the name "ENERGEIAKOS KOMVOS ANONYMI ENERGEIAKI - ANAPTYXIAKI - EPENDYTIKI ETAIREIA" (the
"Acquired Company"), with GEMI number 131245301000, by the société anonyme under the name "EKTER TECHNICAL - CONSTRUCTION - REAL ESTATE - HOTEL - COMMERCIAL - INDUSTRIAL SOCIETE ANONYME" (the "Acquiring Company"), with GEMI number 000285201000, pursuant to Articles 6-21 and 30-38 of Law 4601/2019 on corporate transformations, Articles of Law 4548/2018 on sociétés anonymes, the provisions of Article 54 of Law 4172/2013, as well as the provisions of the Athens Stock Exchange Regulation and the Capital Market legislation, as applicable" of the audit firm "IG AUDIT ORKOTOI ELEGKTES LOGISTES S.A.",
d) the Valuation Report dated 27/09/2024 on the value of the assets and liabilities of the Acquired Company "ENERGEIAKOS KOMVOS ANONYMI ENERGEIAKI - ANAPTYXIAKI - EPENDYTIKI ETAIREIA" by the audit company "IG AUDIT ORKOTOI ELEGKTES LOGISTES S.A." was approved,
e) the transformation statement of the Acquired Company "ENERGEIAKOS KOMVOS ANONYMI ENERGEIAKI - ANAPTYXIAKI - EPENDYTIKI ETAIREIA", dated 31/07/2024, was approved,
f) approval was given regarding the increase of the Company's share capital as a result of the above merger by acquisition on a nominal basis in the amount of EUR 1,138,457.32 plus an amount of EUR 0.0832 by cash contribution for rounding purposes and the issue of 4,378,682 new ordinary registered shares, with a nominal value of EUR 0.26 each, which will be granted to the other shareholder of the Acquired Company, namely Mr. Athanasios Sipsas, who holds 44% of its total share capital.
The remaining existing shareholders of the Absorbing Company will retain their current number of ordinary registered shares, with a nominal value of €0.26 each. The balance of the contributed value of the Acquired Company, as estimated by the company "IG AUDIT ORKOTOI ELEGKTES LOGISTES S.A.", amounting to EUR 4,115,961.08, will be credited to a "Premium" account.
The amendment of article 5 of the Company's Articles of Association was also approved, in accordance with the above.
Finally, the General Meeting approved the granting to the Board of Directors of the Company of the necessary authorizations for the implementation of the aforementioned resolutions and the execution of all necessary actions for the completion of the merger, as well as the regulation of all procedural issues and technical details for the issuance and commencement of trading of the new shares of the Company resulting from the merger and all relevant procedural issues for the implementation of the aforementioned resolutions regarding the change in the share capital of the Company.
Specifically, on the above agenda item, the resolution was adopted as follows:
Number of shares for which valid votes were cast: 11,089,681
Share capital percentage: : 49.287%
Total number of valid votes: 11,089,681
Number of votes in favor: 11,064,899 (99,777% of the voters present and represented)
Number of votes against: 24,782 (0,223% of the voters present and represented)
Three (3) shareholder/holder of voting rights with 24,782 shares and voting rights accounting for 0.110% of the total share capital, dissented and voted against this specific item.
Abstention: 0