EUROCONSULTANTS SA

Information Document Pursuant to Regulation EU 2017 1129

Information Document
Pursuant to Regulation (EU) 2017/1129 of 14 June 2017 (Article 1(4)) regarding the exemption from the obligation to publish a prospectus for the offering of New Shares, in relation to the admission to trading of new ordinary registered shares of “Euroconsultants Société Anonyme of Development and Technology Consultants”, under the implementation of the Stock Option Plan established by virtue of the resolution of the Board of Directors dated 27.09.2023 and authorized by the resolution of the Annual General Meeting of Shareholders dated 09.06.2023 (second implementation period of the Plan from 27.9.2024 to 26.9.2025, for rights granted by the BoD decision of 24.4.2025).

Thessaloniki, 16 June 2025

Information Document pursuant to Regulation (EU) 2017/1129 of 14 June 2017 (Article 1(4)(h)) regarding the offering of new ordinary registered shares of the company under the name “Euroconsultants Société Anonyme of Development and Technology Consultants” (hereinafter referred to as the “Company”), which informs the investing public, in accordance with point (h) of paragraph 4 of Article 1 of Regulation (EU) 2017/1129, as in force, regarding the obligation to publish a prospectus for a public offering or admission to trading on a regulated market of securities, concerning the offering of all 250,000 stock options of the second period of the Stock Option Plan (from 27.9.2024 to 26.9.2025) for the acquisition of 250,000 new ordinary registered voting shares.

Specifically, with regard to the Stock Option Plan currently in its second implementation period, the Company informs that on 20.6.2023, the decision of the Annual General Meeting of Shareholders dated 09.06.2023 was registered with the General Commercial Registry (G.E.MI.) under registration number 3656002 by the Directorate of Companies, Listed Companies Department of the Ministry of Development and Investments. This decision authorized the Board of Directors of the Company to establish a Stock Option Plan for the acquisition of newly issued shares (stock options) pursuant to Article 113 of Law 4548/2018, to be granted to executives and employees of the Company and to individuals providing services to the Company on a permanent basis. The purpose of the Plan is to reward active participation in achieving the Company’s strategic goals and to link their performance with the future performance of the Company and the Group as a whole.

To satisfy the stock options, the Company proceeds with a share capital increase by issuing new shares pursuant to Article 113 of Law 4548/2018 and the resolution of the Annual General Meeting dated 9.6.2023, which unanimously resolved with a quorum of 72.45% on this matter. The Total Duration of the Plan is three (3) years, starting on 27.9.2023 and ending on 26.9.2026. The above “Total Duration” is divided into three (3) distinct “Annual Periods.” The “First Period” spans from 27.9.2023 to 26.9.2024. The “Second Period” from 27.9.2024 to 26.9.2025. The “Third Period” from 27.9.2025 to 26.9.2026. The maximum number of options that may be granted within the three-year term of the Plan is up to seven hundred fifty thousand (750,000) new ordinary registered shares of the Company, which will be listed on the Athens Exchange (ATHEX) through the applicable procedures. This number corresponds to 5.056% of the paid-up share capital at the time of the decision (below the 10% threshold set by Article 113(2) of Law 4548/2018).

The Board of Directors convenes during each “Annual Period” to determine the eligible beneficiaries and the number of stock options allocated to each of them. The maximum number of options that can be granted within any given “Annual Period” shall not exceed 250,000 options.

For the second implementation period, authorized by the above General Meeting dated 9.6.2023, the Board of Directors resolved on 24.4.2025 to allocate and grant all 250,000 options of the second period (from 27.9.2024 to 26.9.2025) to a total of nine (9) beneficiaries and designated the same day, 24.4.2025, as the date of option grant. The options granted under the second period vested on 25.4.2025 according to the Plan. The exercise price per option (granting the right to acquire one new ordinary registered share of the Company) was set at thirty euro cents (€0.30) as per the resolution of the AGM on 9.6.2023.

Therefore, on 24.4.2025, pursuant to the above, 250,000 stock options were granted for the acquisition of 250,000 new ordinary registered shares, and on the same day, nine (9) Stock Option Certificates were issued and delivered to the nine (9) beneficiaries. On 12.5.2025, all nine beneficiaries exercised the entirety of their granted options through written declarations, for a total of 250,000 voting shares. According to the 19.5.2025 Balance Certificate from OPTIMA BANK, between 13.5.2025 and 16.5.2025 the nine beneficiaries deposited the total amount of €75,000.00 in cash into the designated account with IBAN GR61********************197, opened by the Company for the capital increase purpose (Stock Option), to fully cover the subscription of all 250,000 exercised options and to enable issuance of the new shares for listing on ATHEX.

On 19.5.2025, the Board of Directors resolved to increase the Company’s share capital by €37,500.00, fully paid in cash (per Article 113, Law 4548/2023), issuing 250,000 new shares at €0.30 issue price and nominal value €0.15 per share, which will be listed on ATHEX. The premium, amounting to €37,500.00, will be credited to the “Share Premium Reserve” account.

On 20.5.2025, the Board of Directors certified the payment of the above capital increase. The exercised options of the second period represent 1.657% of the current listed shares of the Company. On 28.5.2025, the capital increase was registered in G.E.MI. through the Companies & G.E.MI. Directorate of the Ministry of Development & Investments (Reg. No. 3633535). As the issue price exceeded the nominal value, the €37,500.00 premium was again credited to the “Share Premium Reserve” account.

On 02.06.2025, the certification of the above capital increase was registered in G.E.MI. under protocol number 3629794. Following the increase, the Company’s fully paid-up share capital amounts to €2,300,022.00, divided into 15,333,480 ordinary registered shares, each with a nominal value of €0.15.

The New Shares will be of the same class as those already traded on the Main Market of the Athens Exchange (hereinafter “ATHEX”). The Company will follow the admission procedure for trading on ATHEX in accordance with the ATHEX Rulebook and relevant decisions of its Board of Directors. The starting price of the Company’s shares at the beginning of trading will be determined in accordance with the ATHEX Rulebook and Decision No. 26 of its Board of Directors, as applicable.

The New Shares will be registered, as of the first trading day, in the records of the Hellenic Central Securities Depository (HCSD) and in the accounts and investor IDs maintained by the beneficiaries in the Dematerialized Securities System (DSS) of ATHEX, as per applicable legislation. The Company will inform the public of the exact trading commencement date on ATHEX.

Pursuant to Article 1(4)(h) of Regulation (EU) 2017/1129, as in force, there is no obligation to publish a prospectus for the offering of the New Shares, as this Information Document contains information on the number and nature of securities being offered, as well as the reasons for and details of the offer.

The Shareholders Service Department of the Company (info@euroconsultants.com.gr, tel. +30 2310 804000) is responsible for drafting this Information Document and for the accuracy of its contents on behalf of the Company. This document is available in hard copy at the Company’s offices (21 Antoni Tritsi Street, Pylea, Thessaloniki, attn. Shareholders Service Department, tel. +302310804000) and in electronic form on its website: https://www.euroconsultants.gr/el/investors