The Annual General Meeting of Prodea, held on June 10, 2026, was attended by shareholders representing 226,817,071 common registered shares, representing a quorum of 88.78% of the paid-in share capital, following a vote (226,817,071 valid votes) on the items on the agenda, as set forth in the invitation dated May 20, 2026, resolved as follows:
Item 1: The approval of:
A) the spin-off of the Company’s commercial warehousing (logistics) division (the “Division”) and its contribution to the Company’s wholly-owned subsidiary under the name “Thriasis Single-Member Société Anonyme” (the “Beneficiary”), pursuant to Articles 54(3), 57(2), 58–73, and 83–87 of Law 4601/2019 and the relevant provisions of Law 4548/2018 (the “Demerger”)
B) the Draft Demerger Agreement dated April 27, 2026, together with the Branch’s Financial Statements, including the adjustments made up to the time of its submission for approval to the general meeting,
C) the execution of the final demerger deed through the spin-off of the Branch and its contribution to the Beneficiary, and its signing before a notary public in accordance with Article 67(2) of Law 4601/2019, as well as its submission, together with any other necessary documents, to the competent authority for approval,
D) the granting of a special mandate and authorization to Messrs. A. Karytinos, T. Messaris, and A. Karagiannis, who shall act jointly in pairs, as follows:
i. ii. represent the Company and sign, in the name and on behalf of the Company, the notarial deed of Demerger, incorporating the aforementioned adjustments, and sign any application, statement, supporting document, or other document required for the signing of the notarial Deed of Demerger and the general completion of the Demerger, and to take any related, necessary, or appropriate action or perform any act required to implement the above decisions and comply with all publicity formalities, and to delegate, at their discretion, third parties to execute and complete them,
E) All acts, actions, statements, and announcements to date by the Board of Directors and the Company’s representatives and agents for the purposes of the Demerger. FOR 226,817,071 shares (100%) AGAINST 0 shares (0%) ABSTAIN 0 shares (0%)
Item 2: Approval of the Annual (consolidated and corporate) Financial Statements for the fiscal year 2025, together with the Board of Directors’ annual management report and the auditors’ report, and the distribution of profits as follows:
a) the allocation of €1,629,268.36 from profits to the statutory reserve
b) the distribution of a dividend in the amount of €455,186,819.34 (net). Given the distribution of an interim dividend of €55,186,819.34 following the decision of the Company’s Board of Directors dated December 10, 2025, the remaining dividend to be distributed amounts to €400,000,000.
c) the provision of remuneration (fixed and variable) from profits to members of the Board of Directors and its Committees (including the Investment Committee and the Audit Committee), up to an amount of €6,272,500.00; and
d) the payment of variable remuneration (from profits) to members of the staff, taking into account their performance and the positive trend in the Company’s financial results, up to an amount of €2,125,000.00.
FOR 226,817,071 shares (100%) AGAINST 0 shares (0%) ABSTAIN 0 shares (0%) 2
Item 5: The approval of the overall management of the Company by each Member of the Company’s Board of Directors individually, in their respective capacities, as well as by all members of the Board of Directors collectively, and the discharge of the certified public accountants from any liability for the affairs of the 2025 fiscal year. FOR 226,817,071 shares (100%) AGAINST 0 shares (0%) ABSTAIN 0 shares (0%)
*The resolutions of Prodea’s General Meeting are published in the right-hand column “Supporting Documents.”