Europe Holdings’ Annual General Meeting on Thursday, June 18, 2026, at 12:00 p.m. (noon) in Paiania, Attica, at the 19th kilometer of Markopoulou Avenue, Building B7 (amphitheater), to discuss and vote on the following items on the Agenda:
Agenda Items
1. Submission and approval of the Annual Financial Report for the fiscal year 2025 (January 1, 2025 to December 31, 2025), which includes and submits for approval the Annual Consolidated and Company Financial Statements, together with the relevant Reports and Statements of the Board of Directors and the Certified Public Accountants.
2. Approval of the overall management of the Board of Directors during the fiscal year 2025 (January 1, 2025 to December 31, 2025), in accordance with Article 108 of Law 4548/2018, and discharge of the auditors for the fiscal year 2025 (January 1, 2025 to December 31, 2025) in accordance with Article 117(1)(c) of Law 4548/2018.
3. Approval of remuneration and compensation paid to the members of the Board of Directors for the fiscal year 2025, in accordance with Article 109 of Law 4548/2018.
4. Submission for discussion and advisory vote on the Remuneration Report of the members of the Board of Directors for the fiscal year 2025, in accordance with Article 112(3) of Law 4548/2018.
5. Determination of the remuneration and compensation of the members of the Board of Directors for the current fiscal year 2026 (1/1/2026 – 12/31/2026) and pre-approval of their payment for the period until the next Annual General Meeting, in accordance with Article 109 of Law 4548/2018.
6. Granting of authorization, pursuant to Article 98(1) of Law 4548/2018, to the members of the Board of Directors and the Company’s Directors to serve on the Board of Directors or in the management of the Company’s subsidiaries and affiliated companies.
7. Election of a Certified Public Accounting Firm to audit the financial statements (both separate and consolidated) for the fiscal year 2026 (for the period January 1, 2026 – December 31, 2026) and determination of its remuneration.
8. Increase in the Company’s share capital for the implementation and final settlement of the Long-Term Incentive Plan, and a further increase and simultaneous reduction of the Company’s share capital by the same amount, for the purpose of returning capital in cash to shareholders, as follows:
A. Increase in the Company’s share capital, for the purpose of implementing and definitively settling the Company’s Long-Term Incentive Plan due to an impending change of control, in the amount of eight hundred ninety thousand six hundred seventy-eight euros and eighty-eight cents (€890,678.88), in accordance with the Company’s Remuneration Policy approved by the Extraordinary General Meeting of Shareholders on December 18, 2025, the terms of the Long-Term Incentive Plan, and Article 114 of Law 4548/2018, by capitalizing an equal portion of the share premium, through the issuance of three million four hundred twenty-five thousand six hundred eighty-eight (3,425,688) new common registered voting shares, with a par value of twenty-six euro cents (€0.26) each, and their distribution free of charge to the beneficiaries of the Program.
B. Following the share capital increase described in item A above and based on the total number of the Company’s common registered voting shares, as it will be determined following the issuance of the aforementioned 3,425,688 new shares, namely, a total of one hundred forty-six million seven hundred seventy-eight thousand thirteen (146,778,013) common registered voting shares, further increase of the Company’s share capital by the amount of forty-five million five hundred one thousand one hundred eighty-four euros and three cents (€45,501,184.03), by capitalizing an equal portion of the share premium, through an increase in the par value of all of the aforementioned shares by thirty-one cents (€0.31) per share, i.e., from twenty-six cents (€0.26) to €0.57, and a simultaneous reduction of the Company’s share capital by the amount of €45,501,184.03, with a corresponding reduction in the par value of all the aforementioned shares by €0.31 per share, i.e., from €0.57 to €0.26, for the purpose of returning capital in cash to shareholders in the amount of €0 .31 per share, in accordance with Article 30 of Law 4548/2018.
Amendment of Article 3 of the Articles of Association regarding share capital, so as to reflect the above capital changes in a unified and sequential manner, and granting of relevant authorizations to the Company’s Board of Directors.
9. Report by the Chairman of the Audit Committee on the activities of the Audit Committee for the fiscal year 2025 and submission of the Audit Committee’s Annual Activity Report pursuant to Article 44(1)(i) (i) of Law 4449/2017.
10. Submission of the Report by the Independent Non-Executive Members of the Board of Directors to the Annual General Meeting, in accordance with Article 9(5) of Law 4706/2020. 11. Other matters and announcements.
In the event that the quorum required by law for the adoption of a resolution on any of the items on the Agenda is not achieved, the General Meeting will convene in a repeat session on Thursday, June 25, 2026, at 12:00 p.m. (noon) at the same venue, without the publication of a new Notice, in accordance with paragraph 2 of Article 130 of Law 4548/2018.
The items on the agenda of any repeat General Meeting will be the same as those mentioned above.