The company operating under the name “INTERWOOD - TIMBER TRADING S.A. TECHNICAL, COMMERCIAL, INDUSTRIAL, AND MARITIME COMPANY” (the “Company”) hereby announces the following to its Shareholders and the investing public:
Increase in the Company’s Share Capital
By resolution of the Company’s Board of Directors dated June 8, 2026, it was decided, in accordance with the provisions of Article 24(1)(b) of Law 4548/2018, pursuant to the authority granted to it by the resolution of the Ordinary General Meeting of the Company’s common shareholders dated July 16,2021 of the Ordinary General Meeting of the Company’s common shareholders and the decision dated July 23, 2021, of the Repeat General Meeting of the Company’s preferred shareholders, among other things, an increase in the Company’s share capital by an amount of up to €2,000,000 (par value), through the issuance of up to 20,000,000 new, common, dematerialized, registered, voting shares with a par value of €0.10 each (the “Increase” and the “New Shares”) partly through the contribution of the Bonds (as defined below) and partly through a cash payment, at an offering price of €0.25 per New Share (the “Offering Price”), with a right of first refusal for existing (common and preferred) shareholders of the Company regarding the New Shares to be subscribed for through cash payment, in proportion to their participation in the Company’s share capital, and with the option of partial subscription, in accordance with Article 28(1) of Law 4548/2018.
As part of the Capital Increase, it was decided a) that a total of 8,000,000 of the New Shares would be subscribed by “Cincino Limited” through a contribution to the Company of 2,000,000 common shares, with a par value of €1.00 each (i.e., a total par value (capital) of €2,000,000), which were issued on November 7, 2025, by the Company pursuant to the common bond loan program and underwriting agreement dated November 5, 2025, and which “Cincino Limited” “Cincino Limited” has underwritten (the “Bonds”), based on the value resulting from the valuation of the aforementioned Bonds, in accordance with Article 17 of Law 4548/2018, namely the amount of €2,000,000, at the Offering Price; and
b) the offering of the remaining shares of the Capital Increase, namely up to 12,000,000 New Shares, through cash payment, at the Offering Price, with preemptive rights granted to the Company’s existing (common and preferred) shareholders through a public offering, in proportion to their participation in the Company’s existing share capital, namely at a ratio of 0.24572540689517 New Shares for each (1) existing common or preferred share of the Company held (the “Right of Preemption”). All shareholders of the Company who are registered in individual or client accounts in the Dematerialized Securities System (“DSS”) managed by “Euronext Securities Athens S.A.” (“Euronext Securities Athens”) as of June 29, 2026 (the “Record Date”).
It should be noted that, pursuant to Article 26(1) of Law 4548/2018, and in the absence of any specific provision to the contrary in the Company’s Articles of Association, no Preemptive Right is granted to the Company’s existing shareholders for the 8,000,000 New Shares to be issued in exchange for the Bonds.
The Offering Price of the New Shares may be higher than the market price at the time of the ex-rights date.
The difference between (a) the par value of the New Shares to be subscribed for by contributing the Bonds and their appraised value, i.e., €1,200,000, and (b) the par value of the New Shares to be subscribed for by cash payment and their Offering Price (in the event of full subscription), namely €1,800,000, for a total of €3,000,000, will be credited to the Company’s equity account “Share Premium.”
Provided that the Capital Increase is fully subscribed, the Company’s share capital will increase by €2,000,000, and 20,000,000 new, common, dematerialized, registered, voting shares with a par value of €0.10 and an Offering Price of €0.25 each.
Upon completion of the Capital Increase, and provided it is fully subscribed, the Company’s share capital will amount to €6,883,499.90 and will be divided into 68,834,999 shares, each with a par value of 0.10, of which 65,417,399 will be common, dematerialized, registered, voting shares, and 3,417,600 will be preferred, dematerialized, registered shares that are not convertible into common shares and do not carry voting rights.
In the event of full subscription to the Capital Increase (with respect to the portion involving the subscription of New Shares through cash payment), the total funds raised, after deducting estimated issuance expenses of up to approximately €100,000 (including VAT, where applicable), are estimated to amount to €2,900 thousand.
The New Shares resulting from the Capital Increase will be entitled to dividends from the profits of the current fiscal year (January 1, 2026–December 31, 2026) and thereafter, in accordance with applicable law and the Company’s Articles of Incorporation, provided that the Company’s Annual General Meeting resolves to distribute a dividend for the fiscal year in question and provided that the New Shares have been credited to the accounts of the beneficiaries identified through the Central Securities Depository (CSD) managed by Euronext Securities Athens, as of the ex-dividend date.
There is no guarantee of subscription for the Capital Increase, and if the Capital Increase is not fully subscribed, the Company’s share capital will be increased up to the amount of the final subscription, in accordance with Article 28 of Law 4548/2018, as currently in force.
On June 22, 2026, the decision of the Company’s Board of Directors dated June 8, 2026, was registered in the General Commercial Registry (GEMI) under Registration Number (KAK) 6089309, the decision of the Company’s Board of Directors dated June 8, 2026, was registered, by which it was decided, among other things, to increase the share capital and amend Article 5 of the Company’s Articles of Association.
Deadline for Exercising Preemptive Rights
The deadline for the exercise of Preemptive Rights by the Company’s existing (common and preferred) shareholders, in accordance with Article 26(2) of Law 4548/2018, is set at fourteen (14) days.
Record Date for Preemptive Rights
The ex-rights date for the Capital Increase is set as June 26, 2026 (the “Ex-Rights Date”). As of that date (June 26, 2026), the Company’s existing (common and preferred) shares will be tradable on Euronext Athens (Euronext Athens) without the right to participate in the Capital Increase, and the opening price of the Company’s existing (common and preferred) shares of the Company on Euronext Athens will be determined in accordance with the Euronext Athens Rules, in conjunction with Decision No. 26 of the Board of Directors of Euronext Athens, as currently in effect.
Holders of Preemptive Rights
Preemptive Rights to the New Shares offered for subscription through cash payment shall be held by:
all existing shareholders of the Company (holders of common and preferred shares) who are registered in the Central Securities Depository (CSD) managed by Euronext Securities Athens as of the Record Date, namely June 29, 2026, provided they retain these rights at the time of exercise, and
those who acquire Preemptive Rights (for existing common and preferred shares) during the trading period on Euronext Athens.
The persons referred to in (i) and (ii) will be able to exercise Preemptive Rights on the New Shares at a ratio of 0.24572540689517 New Shares for each (1) existing common or preferred share held, at the Offering Price.
Start and End Dates for the Exercise of Preemptive Rights
The start date of the Preemptive Rights exercise period has been set for July 1, 2026, while the end date of the Preemptive Rights exercise period has been set for July 14, 2026, therefore, the period lasts fourteen (14) days. Trading of the Preemptive Rights on the Euronext Athens electronic trading system begins on the same day as the start of the exercise period.
The Preemptive Rights will be credited to each beneficiary’s share account in the Central Securities Depository (CSD) on the date trading begins.
Procedure for Exercising Preemptive Rights
The maximum number of New Shares for which a holder of Preemptive Rights may subscribe is directly proportional to the number of Preemptive Rights held. Preemptive Rights are freely transferable and will be traded on Euronext Athens from the start date of the exercise period until three (3) business days prior to the expiration of the exercise period, in accordance with Article 5.3.1.2, paragraph (5) of the Euronext Athens Rules.
Preemptive Rights may be exercised on business days and during business hours throughout the entire exercise period for the Preemptive Rights, either through the Participants managing investors’ securities accounts (Investment Firms or a custodian bank) by submitting a request to them, or directly at the branches of “ALPHA BANK S.A.” (the “Alpha Bank”) (for investors who do not wish to exercise their rights through their Participants).
The total consideration for the New Shares corresponding to the exercised Preemptive Right is paid simultaneously with the exercise of the Right (at the discretion of the exercising investor or the Participant through whom the Preemptive Rights are exercised, as applicable) into the Company’s special account opened for the Capital Increase at Alpha Bank.
To exercise Preemptive Rights through Alpha Bank, Preemptive Right holders shall exercise them by presenting the relevant “Certificate of Preemptive Rights Commitment” issued by Euronext Securities Athens and simultaneously paying the consideration for the New Shares corresponding to the exercised preemptive right.
Specifically, to exercise Preemptive Rights at Alpha Bank branches, holders must follow the procedure below:
a) Present their police ID, their tax identification number, a printout of their Central Securities Depository (CSD) details, as well as the relevant “Certificate of Rights Reservation” for exercising preemptive rights, which they must obtain from the Participant of their Securities Account,
b) When exercising their rights, provide their SAT investor share number, their securities account number in the Central Securities Depository (CSD), and the authorized Securities Account Participant to whom they wish the New Shares corresponding to the exercised Preemptive Right to be credited,
c) Pay, into the special bank account opened for the Capital Increase, the total consideration for the New Shares corresponding to their exercised Preemptive Rights.
Payment of the aforementioned amount shall be made either by depositing cash into the special bank account opened specifically for this Capital Increase or by debiting any deposit account the investor may hold at Alpha Bank in an amount equal to the total consideration for the New Shares corresponding to the exercised Preemptive Rightand subsequently crediting the aforementioned special account for the Capital Increase with an equivalent amount.
Eligible investors who choose to exercise their Preemptive Rights through the Participants shall request the exercise of their rights from the Participant managing the relevant Securities Account. The Participants must be authorized by the eligible investors and take the necessary steps to ensure the proper exercise of their clients’ Preemptive Rights.
Upon exercising their Preemptive Rights, subscribers will receive a corresponding receipt, which does not constitute a provisional security and is neither negotiable nor transferable.
In the event of more than one subscription by the same person based on the data recorded in the Central Securities Depository (CSD), all such subscriptions will be treated as a single subscription.
Preemptive Rights that are not exercised by the end of the exercise period shall lapse and automatically cease to be valid.
Investors who exercise Preemptive Rights are not charged any clearing or crediting fees for their New Shares or any other costs. For the purchase of Preemptive Rights, the purchaser is responsible for the applicable fees agreed upon with the investment firm or cooperating bank for such purchase, as well as the transfer fees charged by Euronext Securities Athens.
No fractional shares will be issued. Any fractional shares corresponding to the Preemptive Rights exercised will be rounded down to the next lower whole number of shares per holder at the time of exercise, while it will not be possible to exercise rights for any remaining fractional share. For this reason, Shareholders are advised to acquire, through Euronext Athens, a number of shares or preemptive rights that, upon exercise of the preemptive rights, will result in a whole number of New Shares.
The New Shares will be allocated to the beneficiaries in dematerialized form by crediting the Securities Accounts maintained with the Central Securities Depository (CSD) that have been designated by the beneficiaries.
Notification to those who have exercised their Preemptive Right regarding the amount allocated to them is made by crediting their shares to the Central Securities Depository (CSD). These credits are made simultaneously for all investors, and trading of the New Shares begins on the following business day.
In the event that, for any reason, the amount paid for the New Shares must be refunded to those who exercised their Preemptive Rights, such amount will be refunded without interest.
Pre-Subscription Right – Procedure for Exercising the Pre-Subscription Right
By resolution of the Company’s Board of Directors dated June 8, 2026, it was decided, in accordance with the provisions of Article 24(1)(b) of Law 4548/2018, pursuant to the authority granted to it by the resolution of the Ordinary General Meeting of the Company’s common shareholders dated July 16,2021 of the Ordinary General Meeting of the Company’s common shareholders and the decision dated July 23, 2021, of the Repeat General Meeting of the Company’s preferred shareholders, to grant a pre-subscription right (the “Pre-Subscription Right”) to those individuals who fully exercised the Preemptive Rights they held, for the acquisition of New Shares that may remain unsubscribed following the timely exercise or forfeiture of the preemptive rights (the “Unsubscribed Shares”), at the Offering Price.
The Pre-Subscription Right may be exercised during the Preference Right exercise period to acquire up to 100% of the New Shares resulting from the Preference Rights exercised by the holder of such Pre-Subscription Right.
The Pre-Subscription Right may be exercised simultaneously with the exercise of Preemptive Rights throughout the entire exercise period, either through the Participants managing investors’ securities accounts (Investment Firms or bank custodians) by submitting an application to them, or directly at Alpha Bank branches (for investors who do not wish to exercise them through their Participants and exercise their Preemptive Rights through Alpha Bank). A prerequisite for exercising the Pre-Subscription Right is the full exercise of the Preemptive Rights by the holder.
To exercise the Pre-Subscription Right through Alpha Bank’s branch network, the holder must have a deposit account with Alpha Bank and must sign and submit a written declaration at an Alpha Bank branch, specifying the number and value of the New Shares the holder wishes to acquire. The Pre-emption Right will be exercised by placing a hold on a deposit account that the holder maintains or will open at Alpha Bank, in an amount equal to the value of the New Shares for which the Pre-emption Right is being exercised.
On the day of full or partial satisfaction of the holder’s exercised Subscription Right, will debit said account by an amount equal to the total value of the New Shares that will ultimately be allocated to the person exercising the Pre-emption Right and subsequently credit the special account for the Capital Increase.
Eligible investors who choose to exercise their Pre-Subscription Right through their Participants shall submit the relevant application through them. The Participants must be authorized by the eligible investors and take the necessary steps to ensure the proper exercise of their clients’ Pre-Subscription Rights.
Please note that, in the event that Preemptive Rights and Pre-Subscription Rights are exercised through omnibus accounts, each Participant with whom the relevant omnibus account is held shall ensure that the relevant Registered Intermediary confirms the full exercise of the end investor’s rights.
If more than one subscription for New Shares by the same persons is identified based on the DSS data, all such subscriptions will be treated as a single subscription.
Upon exercising Pre-Subscription Rights, those who have exercised such rights will receive a corresponding receipt, which does not constitute a provisional security and is neither negotiable nor transferable.
If the number of Unallocated Shares exceeds the number of New Shares requested through the pre-subscriptions, the pre-subscriptions will be fully satisfied. In the event that the number of Unallocated Shares is insufficient to fully satisfy the demand expressed through the pre-subscriptions, those who exercised their Subscription Rights will be allocated shares on a pro rata basis, based on the number of New Shares for which they exercised their Subscription Rights relative to the total number of subscription requests for Unallocated Shares, until such shares are fully exhausted. Any fractional New Shares will be rounded up to the nearest whole number of shares.
Amounts paid upon exercise of the Pre-emption Right that are not used to subscribe for Unsold Shares will be refunded without interest to those who exercised the Pre-emption Right.
Authority of the Company’s Board of Directors to Allocate Any Unallocated Shares
In the event that, following the allocation of New Shares based on exercised Preemptive Rights and Subscription Rights, any Unsold Shares remain, these will be offered at the Offering Price, at the discretion of the Board of Directors.
Investors to whom any Unallocated Shares are allocated will be notified by the Company and must deposit, within the deadline set by the Board of Directors’ decision, the amount corresponding to the New Shares allocated to them.