The company operating under the name “BIOTER INDUSTRIAL AND TECHNICAL WORKS S.A.” and the trade name “BIOTER S.A.” (hereinafter: the “Company”) announces that its shareholders convened an Extraordinary General Meeting on Wednesday, June 24, 2026, at 10:00 a.m. at the Company’s offices in Athens, 45 Eftychidou Street, in accordance with the Notice issued by its Board of Directors on May 29, 2026.
The General Meeting was attended by (in person, by proxy, or through their legal representative in the case of legal entities) eighteen (18) shareholders or shareholder representatives, who represented nine million two hundred fifty-seven thousand six (9,257,006) shares and votes, representing 52.65% of the Company’s total 17,579,754 shares and voting rights.
Mr. Evangelos Stratis assumed the duties of chairman at the General Meeting and was elected unanimously by the shareholders.
With the quorum required by law and the Company’s Articles of Incorporation being met, all items on the agenda were discussed and resolutions were adopted as follows:
Regarding the first item on the agenda [Amendment of Article 9 of the Articles of Incorporation and its codification], the Chairman of the Board of Directors, Mr. Evangelos Stratis, proposed amending paragraph 4 of Article 9 of the Company’s Articles of Incorporation, which reads as follows: “The Board of Directors shall elect one of its members as General Manager of the company, who shall hold a degree in civil engineering,” in order to remove the requirement that the General Manager hold a degree in civil engineering. The General Meeting approved unanimously, that is, with 9,257,006 votes in favor and 100% of the shareholders and voting rights present and represented at the meeting, this proposal, and paragraph 4 of Article 9 of the Articles of Incorporation was amended as follows: “The Board of Directors shall elect one of its members as General Manager of the company.”
Regarding the second item on the agenda [Election of a new Board of Directors and determination of its term of office], following the resignation of Mr. Ioannis Konstantinopoulos from the Company’s Board of Directors, the General Meeting unanimously—that is, with 9,257,006 in favor, representing 100% of the shareholders and voting rights present and represented at the meeting, accepted the resignation of Mr. Ioannis Konstantinopoulos and resolved to elect a new Board of Directors. The Company’s new Board of Directors consists of the following members:
1. Evangelos Stratis, son of Georgios
2. Antonia Katsarou, daughter of Antonios
3. Andreas Mavroskotis, son of Georgios
4. Antonios Mavroskotis, son of Georgios
5. Fragiskos Gonidakis, son of Konstantinos
6. Konstantinos Varsamis, son of Michael
The term of office of the new Board of Directors is six years and expires on June 24, 2032, and is automatically extended until the expiration of the deadline within which the next regular General Meeting must be convened and until the relevant decision is adopted, in accordance with the Company’s Articles of Incorporation and applicable law. The General Meeting appointed as independent non-executive members of the Board of Directors, who meet the independence criteria set forth in the applicable legislative and regulatory framework, a) Fragiskos Gonidakis and b) Konstantinos Varsamis. The Board of Directors will convene at its next meeting to determine the roles of its members and to establish the required committees.
Regarding the third item on the agenda [Share capital reduction through the absorption of losses amounting to €68,000,000.00 and, concurrently, a share capital increase of up to €2,000,000 with provision for partial coverage, through the exercise of preemptive rights]is unanimously approved by the General Meeting, namely with 9,257,006 votes in favor, representing 100% of the shareholders and voting rights present and represented at the meeting, having taken into account the agreement reached on May 28,2026 Agreement reached with the debt management companies CEPAL, Intrum, and DoValue regarding the comprehensive settlement of the Company’s debt obligations, the need to finance the implementation of the new restructuring agreement to be signed between the Company and the debt management companies/credit institutions, the key terms of which are set forth in the Agreement dated May 28, 2026, the Board of Directors’ recommendation dated May 29, 2026, and the relevant Board of Directors’ report dated June 10, 2026:
a) A reduction of the Company’s share capital by €67,857,850.44, through a reduction of the par value of each share from €4.16 to €0.30, for the purpose of offsetting accumulated losses of an equivalent amount, without changing the number of shares (which amounts to 17,579,754 shares) and without a return of capital to shareholders.
b) An increase in the Company’s share capital up to €2,000,000, through a cash subscription with the option of partial payment, by issuing up to 6,666,667 new common registered shares, with a par value and offering price of €0.30 per share. Preemptive rights are granted to existing shareholders in connection with the capital increase, as well as pre-subscription rights for holders of preemptive rights regarding any unsubscribed shares.
The General Meeting authorized the Board of Directors to determine the specific procedural details of the capital increase, noting that the timing of the prospectus publication must be taken into account when setting the relevant deadlines, including the determination of the procedure and dates for the exercise and transfer of preemptive rights, the procedure for pre-subscription and allocation of any unsubscribed shares, the approval and finalization of the prospectus, as well as to take all necessary actions to complete the capital increase and list the new shares for trading on Euronext Athens.
The funds raised from the share capital increase will be used to implement the Company’s new restructuring agreement, as described above, as well as to support the Company’s production activities and its further development.
The Company will keep investors informed of any material developments and the timeline for implementing the share capital increase through further announcements.
Regarding the fourth item on the agenda [Approval of Resolutions for Loan Restructuring and a New Restructuring Agreement], the General Meeting of Shareholders unanimously—that is, with 9,257,006 votes in favor, representing 100% of the shareholders present and represented at the meeting and of the voting rights— approved the conclusion of a new restructuring agreement to be signed between the Company and the managing companies/credit institutions, the key terms of which are set forth in the Agreement dated May 28, 2026, reached with the debt management companies CEPAL, Intrum, and DoValue regarding the comprehensive settlement of the Company’s loan obligations, the contents of which were read by Ms. Antonia Katsarou, Vice Chair of the Board of Directors and Chief Executive Officer. The General Meeting authorized the Board of Directors to take all necessary actions to negotiate, specify, and settle specific issues and details, as well as to conclude, sign, and implement the new restructuring agreement.
Regarding the fifth item on the agenda [Miscellaneous Matters and Announcements], no other matters were raised.
All resolutions of the Extraordinary General Meeting were approved unanimously with 9,257,006 votes in favor, representing 100% of the shareholders and voting rights present and represented at the meeting, and 52.65% of the Company’s total 17,579,754 shares and voting rights.