ANNOUNCEMENT OF THE BOARD OF DIRECTORS APPROVING THE DRAFT MERGER CONTRACT
ANNOUNCEMENT OF THE COMPANY UNDER THE NAME
«EKTER TECHNICAL, CONSTRUCTION, REAL ESTATE, HOTEL, COMMERCIAL AND INDUSTRIAL S.A.»
With GEMI No 000285201000
Athens, 27.05.2025
EKTER SA (“EKTER” or the “Company”) announces that, by resolution of the Company's Board of Directors dated 26 May 2015, deciding to initiate the merger process for EKTER, which will absorb the company under the name "IFIKLIS SINGLE PERSON S.A. – TECHNICAL – CONSTRUCTION – TOURIST – HOTEL – SHIPPING – COMMERCIAL SOCIETE ANONYME" with GEMI no. 005606501000 (“Ifiklis” or the “Absorbed Company”), the Board of Directors met on 27.05.2025 and decided:
- to approve the Draft Merger Contract dated 27.05.2025, which includes the details required under Article 7 of Law 4601/2019. In accordance with the Draft Merger Contract, as the Company holds all (100%) of the shares of the Absorbed Company, the merger in question is exempt, in accordance with Article 35(1) of Law 4601/2019, from the obligation to implement cases b, c, and d of paragraph 2 of Article 7, Article 9, Article 10 case b of paragraph 2 of Article 18, and Article 19. Furthermore, there will be no share exchange between the Company and Ifiklis. Therefore, the share capital of the Company will remain unchanged. In addition, pursuant to paragraph 5 of Article 18 of Law 4601/2019, upon completion of the merger, the shares of Ifiklis will be cancelled as having no value, and a special cancellation document will be drawn up for this purpose by the Board of Directors of the Company.
The final decision on the approval of the above merger by absorption will be taken by the Boards of Directors of the Company and Ifiklis, in accordance with the provisions of Article 35(2) of Law 4601/2019, subject to paragraph 3 of the above article. Specifically, if one or more shareholders of the Company, representing one-twentieth (1/20) of the paid-up share capital, request, until the completion of the merger, the convening of an extraordinary general meeting, setting as the item on the agenda the adoption of a resolution approving the merger in accordance with Article 14 of Law 4601/2019, then the merger shall be approved by the General Meeting of the Company's shareholders.
The merger will be carried out in accordance with the provisions of Articles 6-21 and 30-38 of Law 4601/2019, Law 4548/2018 and Article 50 of Law 5162/2024, as well as the provisions of the Athens Stock Exchange Regulations and the Capital Market legislation.
The Draft Merger Contract referred to in this announcement was published in the Company's GEMI file and the relevant announcement was issued on May 27, 2025, under registration number 3632327.
Investors will be kept informed by EKTER about the progress of the merger process.
The Board of Directors