ANNOUNCEMENT BY THE BOARD OF DIRECTORS REGARDING THE COMMENCEMENT OF A
MERGER
ANNOUNCEMENT OF THE COMPANY UNDER THE NAME
«EKTER TECHNICAL, CONSTRUCTION, REAL ESTATE, HOTEL, COMMERCIAL AND
INDUSTRIAL S.A.»
With GEMI No 000285201000
Athens, 26.05.2025
EKTER SA (“EKTER” or the ‘Company’) announces that, by resolution of the Company's Board of Directors dated 26/05/2025, it was decided to initiate the merger process involving 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").
IFIKLIS has been active in the construction and tourism sector since 2004 and is a wholly owned (100%) subsidiary of the Company. The planned merger of IFIKLIS will ensure the optimal use of the available human and operational resources and assets of both the Company and IFIKLIS.
The decision concerning the full absorption of the subsidiary IFIKLIS by EKTER falls within the framework of the strategy aimed at consolidating and strengthening the organizational and operational efficiency and competitiveness of the Group, simplifying the corporate structure and enhancing financial transparency.
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 Capital Market legislation.
December 31st, 2024 has been set as the date of preparation of the transformation balance sheet, which is included in the approved annual financial statements for the financial year 01.01.2024-31.12.2024 of the Absorbed Company, as published in the Absorbed Company's file in the General Commercial Registry (G.E.M.I.).
As the Company holds all (100%) of the shares of the Absorbed Company, this merger is exempt, in accordance with Article 35(1) 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 relationship between the Company and the Absorbed Company. Therefore, the share capital of the Company will remain unchanged. In addition, pursuant to paragraph 5 of Article 18 of Law 4601/2019, the shares of the Absorbed Company will be cancelled upon completion of the merger, as no longer having any 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 the Absorbed Company, 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, prior to 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 Company will immediately proceed with the joint preparation of the draft merger contract, in accordance with the provisions of Articles 7 and 35 of Law 4601/2019, which the merging companies will register on the website of the General Commercial Registry (G.E.M.I.), and which will be available, along with the other documents provided for in Article 11(1), (a), (b) and (c) of Law 4601/2019, both on the website https://www.ekter.gr/ and at the Company's registered office (15, Nikis Street, Athens).
The completion of the merger is subject to the decisions and approvals required under applicable legislation.
The Company intends to complete the merger by the end of July 2025.
Investors will be kept informed by EKTER about the progress of the merger process.
The Board of Directors