“SOFTWEB” (G.E.MI. registration no. 128823706000) hereby announces the resolutions adopted and the voting results, in accordance with Article 133(2) of Law 4548/2018, on the items on the agenda of its 6th Extraordinary General Meeting, held on 20 October 2026.
Eleven shareholders participated in the Meeting, either in person or through their duly authorised representatives or proxies, representing 4,605,874 ordinary registered shares and votes out of a total of 5,993,467 ordinary registered voting shares. The quorum was 76.85%, enabling the Ordinary General Meeting to discuss and adopt resolutions on all the items on the agenda, as follows:
ITEM 1: Increase in the Company’s share capital by up to seventy-one thousand nine hundred and twenty-one euros and fifty-two cents (€71,921.52), through a cash payment and with pre-emption rights in favour of existing shareholders, by issuing up to five hundred and ninety-nine thousand three hundred and forty-six (599,346) new ordinary registered dematerialised voting shares, each with a nominal value of twelve euro cents (€0.12), at a ratio of one (1) new share for every ten (10) existing shares and an offer price of two euros and sixty cents (€2.60) per new share, with the possibility of the increase being partially subscribed, in accordance with Article 28 of Law 4548/2018, in order to raise total funds of up to one million five hundred and fifty-eight thousand two hundred and ninety-nine euros and sixty cents (€1,558,299.60), before deduction of the costs of the increase. An oversubscription right, at the offer price, shall be granted to shareholders who exercise their pre-emption rights in full, allowing them to acquire any new shares that remain unsubscribed after the pre-emption rights have been exercised or lapsed within the prescribed period. If the number of shares covered by oversubscription applications exceeds the number of unsubscribed shares, those shares shall be allocated pro rata to the number of shares covered by each oversubscription application. The Board of Directors shall be authorised to allocate, at its discretion, to existing shareholders or third parties any new shares that remain unsubscribed after the exercise of pre-emption rights and the satisfaction of oversubscription applications, at a price no lower than the offer price.
By open vote, the General Meeting resolved to increase the Company’s share capital by up to seventy-one thousand nine hundred and twenty-one euros and fifty-two cents (€71,921.52), through a cash payment and with pre-emption rights in favour of existing shareholders, by issuing up to five hundred and ninety-nine thousand three hundred and forty-six (599,346) new ordinary registered dematerialised voting shares (the “New Shares”), each with a nominal value of twelve euro cents (€0.12), at a ratio of one (1) New Share for every ten (10) existing shares and an offer price of two euros and sixty cents (€2.60) per New Share (the “Offer Price”), in order to raise total funds of up to €1,558,299.60, before deduction of the costs of the increase (the “Capital Increase”).
In any event, the issue price may be higher than the market price on the date on which the pre-emption rights are detached. If the Capital Increase is not fully subscribed, the Company’s share capital will be increased by the amount actually subscribed, in accordance with Article 28 of Law 4548/2018. The difference between the nominal value and the Offer Price, amounting to two euros and forty-eight cents (€2.48) per New Share and, in the event of full subscription, to a total of one million four hundred and eighty-six thousand three hundred and seventy-eight euros and eight cents (€1,486,378.08), shall be credited to the Company’s equity account “Share premium from the issue of shares”. Shareholders who exercise their pre-emption rights in full shall be granted an oversubscription right, at the Offer Price, to acquire any New Shares that remain unsubscribed after the pre-emption rights have been exercised or lapsed within the prescribed period.
If the number of New Shares covered by oversubscription applications exceeds the number of unsubscribed New Shares, they shall be allocated pro rata to the number of New Shares covered by each oversubscription application. Any New Shares that remain unsubscribed after the exercise of pre-emption rights and the satisfaction of oversubscription applications shall be allocated by the Board of Directors, at its discretion, to existing shareholders or third-party investors at a price no lower than the Offer Price.
ITEM 2: Amendment of Article 5 of the Company’s Articles of Association concerning share capital, as a consequence of the above increase
The General Meeting resolved to amend Article 5, paragraph 1, of the Company’s Articles of Association, concerning share capital, to bring it into line with the above resolution on item 1. SOFTWEB - ADAPTIVE I.T SOLUTIONS S.A. 2 12th km Thessaloniki–Moudania National Road, Thermi, Thessaloniki, postcode 57001 – THERMAIS BUILDING, G.E.MI. registration no. 128823706000. In the event of full subscription of the Capital Increase, the first sentence of paragraph 1 of Article 5 shall read as follows:
1. The Company’s share capital amounts to seven hundred and ninety-one thousand one hundred and thirty-seven euros and fifty-six cents (€791,137.56), divided into six million five hundred and ninety-two thousand eight hundred and thirteen (6,592,813) registered shares, each with a nominal value of twelve euro cents (€0.12), fully paid up.
The share capital was created as follows:
1.1. On incorporation following conversion (G.E.MI. decision no. 2531/24-04-2024, K.A.K. 4143664), the initial share capital was set at five hundred and ten thousand euros (€510,000.00), divided into four million two hundred and fifty thousand (4,250,000) registered shares, each with a nominal value of twelve euro cents (€0.12), fully paid up upon the Company’s incorporation. The net fair value of the private company being converted into the newly established public limited company, amounting to six hundred and twenty-three thousand seven hundred and ninety-eight euros (€623,798.00), is set out in the report dated 29 February 2024 on the valuation of the company’s assets, prepared by sworn auditors Dimitrios Plastaras and Chrysovalantis Theodoulou in accordance with Article 17 of Law 4548/2018 and published pursuant to Article 123 of Law 4601/2019. Of this amount, five hundred and ten thousand euros (€510,000.00) constituted the Company’s share capital, while the remaining one hundred and thirteen thousand seven hundred and ninety-eight euros (€113,798.00) was credited to the statutory reserve account (€12,446.69) and retained earnings (€101,351.31).
1.2. By resolution no. 1/05.06.2024 of the Company’s Extraordinary Self-convened Universal General Meeting, it was resolved to increase the Company’s share capital by one hundred and eight thousand euros (€108,000.00), through the issue of nine hundred thousand (900,000) new ordinary registered voting shares, each with a nominal value of twelve euro cents (€0.12), against payment in cash and at an offer price of eighty-six euro cents (€0.86) per share, excluding the pre-emption rights of the Company’s existing shareholders pursuant to Article 27(1) of Law 4548/2018 and allowing for partial subscription of the Capital Increase pursuant to Article 28 of Law 4548/2018. The difference between the nominal value of the new shares and their offer price, amounting to a total of six hundred and sixty-six thousand euros (€666,000.00), was credited to the Company’s equity account “Share premium”. The Company’s share capital thus amounted to six hundred and eighteen thousand euros (€618,000.00), divided into five million one hundred and fifty thousand (5,150,000) registered shares, each with a nominal value of twelve euro cents (€0.12), fully paid up.
By a resolution dated 28 June 2024, the Company’s Board of Directors certified that the share capital increase resolved by the above resolution no. 1/05.06.2024 of the Extraordinary Self-convened Universal General Meeting had been partially subscribed, in the amount of one hundred and five thousand six hundred euros (€105,600.00), through the issue of 880,000 new ordinary registered shares, each with a nominal value of twelve SOFTWEB - ADAPTIVE I.T SOLUTIONS S.A. 3 12th km Thessaloniki–Moudania National Road, Thermi, Thessaloniki, postcode 57001 – THERMAIS BUILDING, G.E.MI. registration no. 128823706000 cents of a euro (€0.12), while an amount of six hundred and fifty-one thousand two hundred euros (€651,200.00) was credited to the Company’s equity account “Share premium”. The Company’s share capital thus amounted to six hundred and fifteen thousand six hundred euros (€615,600.00), divided into five million one hundred and thirty thousand (5,130,000) ordinary registered shares, each with a nominal value of twelve euro cents (€0.12), fully paid up.
1.3. By resolution no. 2/08.05.2025 of the Company’s Extraordinary General Meeting, it was resolved to increase the Company’s share capital by thirty-one thousand six hundred and sixteen euros and four cents (€31,616.04), through the issue of two hundred and sixty-three thousand four hundred and sixty-seven (263,467) new ordinary registered voting shares, each with a nominal value of twelve euro cents (€0.12), by setting off a claim of an equal amount, namely three hundred and ninety-five thousand two hundred euros (€395,200.00), for part of the consideration for the Company’s purchase of shares. The offer price was one and a half euros (€1.50) per share, with the pre-emption rights of the Company’s existing shareholders excluded (cancelled) pursuant to Article 27(1) of Law 4548/2018. The difference between the nominal value of the new shares and their offer price, amounting to a total of three hundred and sixty-three thousand five hundred and eighty-four euros and forty-six cents (€363,584.46), was credited to the Company’s equity account “Share premium”. The share capital thus amounted to six hundred and forty-seven thousand two hundred and sixteen euros and four cents (€647,216.04), divided into five million three hundred and ninety-three thousand four hundred and sixty-seven (5,393,467) registered shares, each with a nominal value of twelve euro cents (€0.12), fully paid up.
1.4. By resolution no. 4/12.02.2026 of the Company’s Extraordinary General Meeting, it was resolved to increase the Company’s share capital by seventy-two thousand euros (€72,000.00), through the issue of six hundred thousand (600,000) new ordinary registered voting shares, each with a nominal value of twelve euro cents (€0.12), by setting off a claim of an equal amount, namely one million two hundred and twenty-four thousand euros (€1,224,000.00), relating to the consideration for the Company’s purchase of shares. The offer price was two euros and four cents (€2.04) per share, with the pre-emption rights of the Company’s existing shareholders excluded (cancelled) pursuant to Article 27(1) of Law 4548/2018. The difference between the nominal value of the new shares and their offer price, amounting to a total of one million one hundred and fifty-two thousand euros (€1,152,000.00), was credited to the Company’s equity account “Share premium”. The share capital thus amounted to seven hundred and nineteen thousand two hundred and sixteen euros and four cents (€719,216.04), divided into five million nine hundred and ninety-three thousand four hundred and sixty-seven (5,993,467) registered shares, each with a nominal value of twelve euro cents (€0.12), fully paid up.”
1.5. By resolution no. 6/20.10.2026 of the Company’s Extraordinary General Meeting of Shareholders, it was resolved to increase the share capital by up to seventy-one thousand nine hundred and twenty-one euros and fifty-two cents (€71,921.52), through a cash payment and with pre-emption rights in favour of existing shareholders, by issuing up to five hundred and ninety-nine thousand three hundred and forty-six (599,346) new ordinary registered dematerialised voting shares, each with a nominal value of twelve euro cents (€0.12), at a ratio of one (1) new share for every ten (10) existing shares and an offer price of two euros and sixty cents (€2.60) per new share, with the possibility of partial subscription in accordance with Article 28 of Law 4548/2018. The difference between the nominal value and the offer price of the new shares, amounting to one million four hundred and eighty-six thousand three hundred and seventy-eight euros and eight cents (€1,486,378.08), shall be credited to the Company’s equity account “Share premium”. The Company’s share capital thus amounted to seven hundred and ninety-one thousand one hundred and thirty-seven euros and fifty-six cents (€791,137.56), divided into six million five hundred and ninety-two thousand eight hundred and thirteen (6,592,813) registered shares, each with a nominal value of twelve euro cents (€0.12), fully paid up.
Finally, the General Meeting authorised the Chairman of the Board of Directors to incorporate the above amendments into a consolidated version of the Articles of Association.
ITEM 3: Authorisation of the Board of Directors to specify the terms, set the timetable and procedures for the exercise and trading of pre-emption rights and the exercise of the oversubscription right, allocate and distribute any unsubscribed shares, amend Article 5 of the Articles of Association to reflect the amount actually subscribed in the event of partial subscription, arrange for the admission of the pre-emption rights and new shares to trading on EN.A. Growth and, in general, carry out and complete the capital increase.
The General Meeting resolved to authorise the Board of Directors, with the right to further delegate authority to one or more of its members or Company executives, to take any action necessary, appropriate or expedient to implement and complete the Capital Increase, and in particular:
1. to set the deadline for payment of the Capital Increase, the date on which the pre-emption rights are detached, the record date for eligible shareholders, the trading period and the period for exercising the pre-emption rights;
2. to determine the procedures for exercising the pre-emption rights and oversubscription right, the deadlines and the technical and procedural arrangements for oversubscription, as well as the procedure for allocating unsubscribed New Shares;
3. to allocate, at its discretion, to existing shareholders or third-party investors, at a price no lower than the Offer Price, any New Shares that remain unsubscribed after the exercise of the pre-emption rights and the satisfaction of oversubscription applications;
4. to arrange for the approval, preparation, signing, publication and distribution of any required document or information memorandum, and to make all required corporate, regulatory and stock-market announcements and disclosures;
5. to take the necessary steps to admit the pre-emption rights and New Shares to trading on the Alternative Market (EN.A. Growth) and to credit the relevant securities to the securities accounts of eligible holders in the Dematerialised Securities System;
6. to certify payment of the Capital Increase within the prescribed period in accordance with Article 20 of Law 4548/2018 and, in the event of partial subscription, to amend Article 5 of the Articles of Association to reflect the amount actually subscribed, in accordance with Article 28(2) of the same law;
7. to take any other action, make any statement or application, sign any document or carry out any other step required to complete the Capital Increase, register the relevant corporate acts and commence trading in the New Shares.
ITEM 4: Other announcements
There are no announcements