INFORMATION DOCUMENT

Pursuant to Article 1(5)(h) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017

Regarding the admission to trading of shares of the company "Euroconsultants Societe Anonyme of Development and Technology Consultants", pursuant to the implementation of the Stock Option Rights Plan, which was established by virtue of the decision of the Board of Directors dated 27.09.2023 and the authorization of the Annual General Meeting of 09.06.2023 (Second Period of the Plan from 27.09.2024 to 26.09.2025, for rights granted under the BoD decision of 24.04.2025).

Thessaloniki, 17.06.2025

Description of the Plan

On 20.06.2023, the decision of the Annual General Meeting of Shareholders of the Company dated 09.06.2023 was registered in the General Commercial Registry (G.E.MI.) with Registration Code No. (RCN) 3656002 by the Directorate of Companies, Department of Listed Companies of the Ministry of Development and Investments, by which the Board of Directors was authorized to establish a Stock Option Rights Plan for the acquisition of newly issued shares (stock options), in accordance with Article 113 of Law 4548/2018, to be granted to members of Management, the Company’s personnel, and individuals providing regular services to the Company.

The purpose of the Plan is to reward their active contribution to achieving the Company’s strategic objectives and to link their performance with the future performance of the Company and the Group as a whole.

In order to satisfy the stock options, the Company will proceed with a share capital increase through the issuance of new shares in accordance with Article 113 of Law 4548/2018 and the decision of the General Meeting dated 09.06.2023, which was unanimously adopted with a quorum of 72.45% regarding this matter.

The Total Duration of the Plan is three (3) years, commencing on 27.09.2023 and ending on 26.09.2026. This "Total Duration" is divided into three (3) separate "Annual Periods": The “First Period” runs from 27.09.2023 to 26.09.2024; the “Second Period” from 27.09.2024 to 26.09.2025; and the “Third Period” from 27.09.2025 to 26.09.2026.

The total number of options that may be granted over the three-year duration of the Plan is up to seven hundred fifty thousand (750,000) new common registered shares of the Company, which will be listed on the Athens Stock Exchange in accordance with applicable procedures, representing 5.056% of the current paid-up share capital of the Company (i.e., below the 10% limit set by Article 113(2) of Law 4548/2018). The Board of Directors will convene within each "Annual Period" to determine the beneficiaries of stock options for that year and the number of options to be granted. The maximum number of options that may be granted in any given "Annual Period" shall not exceed 250,000 options.

Pursuant to the Plan, during its meeting of 27.09.2023, the Board of Directors: (a) approved the stock option rights plan to members of Management, Company personnel and individuals providing regular services to the Company based on the authorization of the General Meeting dated 09.06.2023; (b) determined the stock options to be granted to the beneficiaries of the Plan for its first year, i.e., for the First Period from 27.09.2023 to 26.09.2024; and (c) approved the text of the individual stock option certificates.

Description of the First Period of the Plan (Completed)

Following the above resolutions of the Annual General Meeting and the Board of Directors, the granted options of the First Period (27.09.2023 – 26.09.2024) became exercisable as of 28.09.2023, pursuant to the terms of the Plan.

The exercise price for each option (entitling the acquisition of one new common registered share of the Company) was set, pursuant to the 09.06.2023 AGM decision, at thirty-euro cents (€0.30).

On 27.09.2023, in implementation of the above and by virtue of the AGM authorization, 250,000 stock options were granted and 10 Stock Option Certificates were issued and delivered to the ten (10) beneficiaries of the First Period.

On 17.10.2023, all ten (10) beneficiaries exercised all of their granted rights. A total of 250,000 options were exercised through written declarations, resulting in the acquisition of 250,000 new common registered shares with voting rights.

According to the 20.10.2023 Account Statement by OPTIMA BANK and the payment receipts provided by the beneficiaries, the total amount of €75,000.00 was deposited between 18.10.2023 and 19.10.2023 in a special bank account opened by the Company for the capital increase.

The exercised options of the First Period represent 1.685% of the currently listed shares of the Company.

The remaining options available for the Second Period (27.09.2024 – 26.09.2025) amounted to 250,000, which have already been granted and exercised. The remaining options available for the Third Period (27.09.2025 – 26.09.2026) also amount to 250,000 and have not yet been granted.

The potentially grantable options for the Second and Third Periods correspond to 1.657% of the current total listed shares of the Company.

On 26.10.2023, the share capital increase by €75,000.00 in cash and the issuance of 250,000 new shares with a nominal value and offer price of €0.30 each was registered in G.E.MI. (RCNs 3833285 and 3833373).

Following this increase, the Company's share capital amounted to €4,525,044.00, divided into 15,083,480 common registered shares, each with a nominal value of €0.30.

The Corporate Actions Committee of the Athens Stock Exchange, in its session of 02.11.2023, approved the admission to trading of the 250,000 new shares. Trading commenced on 06.11.2023, the second business day after approval.

Second Period of the Plan (In Progress)

Pursuant to the authorization granted by the AGM of 09.06.2023, on 24.04.2025 the Board of Directors resolved to allocate and grant all 250,000 stock options for the Second Period of the Plan (from 27.09.2024 to 26.09.2025) to nine (9) beneficiaries. The grant date was set to 24.04.2025.

In accordance with the terms of the Plan, the granted rights of the Second Period became exercisable as of 25.04.2025.

The exercise price per right (granting the acquisition of one new common registered share of the Company) was predetermined in the 09.06.2023 AGM decision at €0.30 per share.

On 24.04.2025, the Board granted the 250,000 options, and nine (9) Stock Option Certificates were issued and delivered to the respective beneficiaries.

On 12.05.2025, all nine (9) beneficiaries exercised all granted rights, submitting written declarations for a total of 250,000 stock options.

According to the 19.05.2025 Balance Confirmation from OPTIMA BANK and the banking documents submitted by the beneficiaries, during the period from 13.05.2025 to 16.05.2025, the total amount of €75,000.00 was deposited in cash into the designated bank account (IBAN GR61********************197) opened by the Company for this capital increase.

On 19.05.2025, the Board resolved to increase the share capital by €37,500.00 fully paid in cash through the issuance of 250,000 new common shares (at €0.30 issue price, €0.15 nominal value per share). The difference of €37,500.00 between the nominal and issue price was credited to the account “Share Premium Reserve.”

On 20.05.2025, the Board certified the Capital payment. The exercised rights of the Second Period represent 1.657% of the currently listed shares of the Company.

On 28.05.2025, the share capital increase was registered in G.E.MI. with protocol no. 3633535. As the issue price exceeded the nominal value, the premium of €37,500.00 was recorded in the Share Premium Reserve. On 02.06.2025, the certification of the capital payment was registered in G.E.MI. with protocol no. 3629794.

Following this increase, the Company’s share capital amounts to €2,300,022.00, fully paid, divided into 15,333,480 common registered shares with a nominal value of €0.15 each.

 

Information on the Third Period of the Plan

The remaining rights available for grant by the Board for the Third Period (27.09.2025 to 26.09.2026) amount to 250,000 rights. These rights have not yet been granted.

The potentially grantable rights for the Third Period represent 1.657% of the currently listed shares of the Company.

In its session of 17.06.2025, the Athens Stock Exchange approved the admission to trading of 250,000 new common registered shares. Trading will commence on 19.06.2025, the second business day following the aforementioned approval.

These 250,000 new shares will be issued in the names of the Beneficiaries – members of Management, personnel and individuals providing services to the Company who exercised their stock option rights. The Company shall proceed with the admission of these shares to trading on the Athens Stock Exchange ("ATHEX") in accordance with ATHEX regulations and the relevant decisions of its Board of Directors. The shares are expected to commence trading on the second business day following approval.

The new shares will be registered with the Hellenic Central Securities Depository (HCSD) and allocated to the investor accounts of the Beneficiaries in the Dematerialized Securities System (DSS), as provided by law. The Company shall announce the exact date of trading commencement.

Responsible for the preparation and accuracy of this Information Document are:

Mr. Paris Kokorotsikos – Chairman & CEO

Mr. Efstathios Tavridis – Vice-Chairman & CEO

This Information Document is available electronically on the Company’s website:
https://www.euroconsultants.gr/el/investors

For further information, interested parties may contact the Company’s Shareholder Services Department during working hours at +30 2310 804047 (Mr. Paris Tsirchoglou).