The Board of Directors (the “Board”) of Trastor (the “Company”), at its meeting held on May 4, 2026, pursuant to the authority granted to it by the resolution of the Company’s Annual General Meeting of Shareholders dated March 20, 2026, in accordance with the provisions of Articles 24(1)(b) and 27(4) of Law 4548/2018, resolved, among other things:
(a) To increase the Company’s share capital, through a cash payment, by a nominal amount of up to seventy-five million euros (€75,000,000) (the “Increase”), through the issuance of up to one hundred and fifty million (150,000,000) new, common, dematerialized, registered voting shares with a par value of 0.50 euros each (the “New Shares”),
(b) The exclusion (waiver) of the preemptive rights of the Company’s existing shareholders in connection with the Capital Increase, in accordance with Article 27(4) of Law 4548/2018, so as to provide new investors with the opportunity to participate in the Capital Increase, with the aim of achieving the required dispersion, in accordance with Law 3371/2005 (Article 4, paragraph 4) and Article 3.1.4.4 of the Euronext Athens Listing Rules, based on the Company’s total market capitalization,
(c) That the New Shares will be offered:
(i) in Greece, to Retail Investors and Qualified Investors, as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Regulation”) and Annex II of Law 4514/2018, through a public offering, in accordance with Article 1.4.(ii) outside Greece, through a private placement to qualified, institutional, and other eligible investors, pursuant to the delegated decisions of the Hellenic Capital Market Commission (the “Greek Public Offering”) and
(ii) outside Greece, through a private placement to qualified, institutional, and other eligible investors, subject to existing exemptions from the applicable prospectus disclosure requirements under the Regulation and other applicable legislation (the “International Offering” and, together with the Greek Public Offering, the “Combined Offering”),
(d) That the Board of Directors will determine the offering price of the New Shares (including any maximum price and the range within which it will ultimately be set) by subsequent resolutions.
The final offering price of the New Shares (the “Offering Price”), which in any event shall not exceed any maximum offering price that may be set, shall be determined by the Board of Directors following the expiration of the Combined Offering, based on the bids submitted during the book-building process of the International Offering.
The Offering Price will be the same for the Greek Public Offering and the International Offering, will be notified to the Hellenic Capital Market Commission and published in the Euronext Athens Official Gazette no later than the next business day following the completion of the Greek Public Offering. The Offering Price may not be lower than the par value of fifty cents (€0.50) per share,
(e) That the final number of New Shares shall be equal to the quotient of the total amount ultimately raised through the Capital Increase divided by the Offering Price, and the final nominal amount of the Capital Increase shall be equal to the product of the final number of New Shares multiplied by their par value (€0.50 per New Share). Any difference between the Offering Price and the par value of the New Shares shall be credited to the Company’s equity account “Share Premium,”
(f) All New Shares resulting from the Increase shall be admitted to trading on the Regulated Market(Main Market) of Euronext Athens, in accordance with Article 1.5.ba) of the Regulation (the “Listing”), subject in any case to the existing exemptions from the applicable prospectus requirements,
(g) That in the event that a distribution ratio of at least fifteen percent (15%) of the total common shares of the Company (existing and New Shares from the Increase) is not achieved as a result of the Increase, the Capital Increase shall be canceled in its entirety, regardless of the amount subscribed, and the Combined Offering shall be withdrawn, investors will not acquire shares of the Company, and any funds raised will be returned without interest to the investors who participated in the Capital Increase.
In the event of the withdrawal of the Combined Offering, the Company will notify investors via a regulated announcement to be published on the websites of the Company and Euronext Athens and will report the relevant development to the Hellenic Capital Market Commission, to Euronext Athens, and to the placement coordinators of the Greek Public Offering, on the date on which the revocation takes place or as soon as possible thereafter,
(h) Subject to the achievement of a 15% free float, if the Capital Increase is not fully subscribed, the Company’s share capital shall be increased up to the amount of the final subscription, pursuant to Article 28(1) of Law 4548/2018, and the Board of Directors shall amend the relevant provision of the Articles of Association regarding capital in accordance with Article 28(2) of Law 4548/2018, and
(i) The duration of the Combined Offering shall be three (3) business days and shall be conducted at a time to be determined by the Board of Directors in cooperation with the coordinators of the International Offering and the Greek Public Offering.
The Greek Public Offering shall be conducted concurrently with the International Offering. Further information regarding the New Shares, the Capital Increase, and the procedure for participating in the Greek Public Offering will be included in the document to be published by the Company regarding the Greek Public Offering and the Listing, pursuant to Articles 1.4.(db) and 1.5.(ba) of the Regulation, in accordance with Annex IX of the Regulation, regarding the availability of which the investing public will be informed in a subsequent announcement by the Company.