EUROCONSULTANTS SA

Resolutions of the 1st Reiterative Annual General Meeting

Resolutions of the 1st Reiterative Annual General Meeting

It is hereby announced by the company "EUROCONSULTANTS SOCIÉTÉ ANONYME CONSULTANTS FOR DEVELOPMENT AND TECHNOLOGY", trading as "Εuroconsultants S.A.", that the 1st Reiterative Annual General Meeting of its Shareholders took place today, Tuesday, June 24, 2025, at 12:00, at the Company¶s headquarters in Pylaia, Thessaloniki, 21 Antonis Tritsis Street, pursuant to the invitation dated 20.5.2025 by the Board of Directors and the decision dated 12.6.2025 of the Annual General Meeting to convene the 1st Reiterative AGM due to lack of quorum in its initial session.

At the 1st Reiterative Annual General Meeting, 24 shareholders were present, holding on the record date of 7.6.2025, a total of 8,186,823 common registered shares out of 15,083,480 total common registered shares listed on the Athens Stock Exchange as of that record date, representing a quorum of 54.276%. The General Meeting reached the following resolutions:

1. Unanimously approved the Individual and Consolidated Annual Financial Statements for the fiscal year 1.1.2024 – 31.12.2024, together with the relevant Statements and Reports of the Board of Directors and the Certified Public Accountants. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

2. Acknowledged the 2024 Report of the Audit Committee, presented by the Chairman of the Committee, without voting, in accordance with Article 44 of Law 4449/2017. Quorum: 54.276%.

3. Acknowledged the Report of the Independent Non-Executive Members for the fiscal year 2024 without voting, in accordance with Article 9(5) of Law 4706/2020. Quorum: 54.276%.

4. Acknowledged and unanimously approved, following advisory voting, the 2024 Remuneration Report in accordance with Article 112 of Law 4548/2018. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

5. Unanimously approved, in accordance with Article 108 of Law 4548/2018, the overall management by the Board of Directors for the fiscal year 2024 and the discharge of the Certified Public Accountants from any liability for the year, pursuant to Article 117(1)(c) of Law 4548/2018. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

6. Unanimously approved the remuneration and benefits paid to the members of the Board of Directors for 2024, totaling ¤401,602.80 gross. These did not exceed the pre-approved limit by the AGM of 3.6.2024. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

7. Unanimously approved the advance payment of remuneration up to ¤490,000.00 to the Board Members for fiscal year 2025 (1.1.2025 – 31.12.2025), in accordance with Article 109 of Law 4548/2018 and the Company¶s Remuneration Policy and respective contracts. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

8. Unanimously elected for the audit of the annual financial statements for 01.01.2025 – 31.12.2025 and the review of interim financial statements of the same year, the audit firm “Orion Certified Public Accountants S.A.” (SOEL Reg. No. 146), with Ms. Olympia G. Barzou (SOEL Reg. No. 21371) as regular auditor, and Ms. Maria A. Lymperi (SOEL Reg. No. 52761) as alternate. Their fees shall be determined in accordance with Article 8 of Law 3919/2011. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

9. Unanimously granted permission under Law 4548/2018 to members of the BoD and Company executives to participate in the boards or management of other related or unrelated companies pursuing similar objectives. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

10. Unanimously approved the distribution of profits for fiscal year 2024 (after offsetting accumulated losses in accordance with Article 159 of Law 4548/2018) and resolved the distribution of a dividend of ¤613,339.20 in total (¤0.04 per share), corresponding to the total 15,333,480 common voting shares of the Company listed on the ATHEX. The payment will be executed via Optima Bank as the Paying Agent. Key dates: Ex-dividend date: Monday, July 7, 2025; Record date: Tuesday, July 8, 2025; Payment date: Friday, July 11, 2025. After 5% withholding tax, the net payable amount is ¤0.038 per share. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

11. Unanimously resolved to change the company¶s name and trade name and accordingly amend Article 1 of the Articles of Association. The new corporate name shall be: In Greek: «Ευρωπαϊκές Καινοτομικές Λύσεις Α.Ε.» In English: "European Innovation Solutions S.A." New trade name: “E.I.S. S.A.” for both domestic and international use. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

12. Unanimously elected a new nine-member Board of Directors with a four-year term, effective today (24.6.2025) and ending no later than September 10, 2029. The members elected are: Paris Kokorotsikos, Efstathios Tavridis, Michail Broustis, Christos Folias, Georgios Koukouzelis, Evangelos Poulios (independent), Petros Iakovou (independent), Eleni Tsipouri (independent), Eleni Tzakou (independent). The General Meeting confirmed compliance with independence criteria (Law 4706/2020, Corporate Governance Code, Internal Regulation) for all independent members. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

13. Unanimously amended the resolution dated 9.6.2023 on the establishment of a Stock Option Plan (Article 113(4) of Law 4548/2018), adjusting the exercise price for the third (remaining) period (27.9.2025 – 26.9.2026) of the Plan to ¤0.15 per share (nominal value). Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

14. Unanimously approved a Share Buyback Program under Article 49 of Law 4548/2018 with the following terms: Max % of shares to be acquired: 10% of paid-up share capital; Price range: ¤0.50 (min) to ¤3.00 (max) per share; Duration: 24 months from today¶s resolution; Purpose: strategic reserve for M&A, future employee stock programs, enhancement of share liquidity. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

15. Unanimously approved the updated Suitability Policy in accordance with Law 5178/2025. Votes in favor: 8,186,823 (100% majority). Quorum: 54.276%.

16. The shareholders were informed about recent developments concerning the company¶s business activity and strategic plans, including the agreement for the sale of the Company¶s headquarters in Pylaia, Thessaloniki to a prospective buyer for ¤5.9 million, and the imminent commencement of the notarial procedures. No resolution or vote was required.

 

Presence: 8,186,823 common registered shares (quorum: 54.276%) out of 15,083,480 total shares listed on the Athens Stock Exchange on record date 7.6.2025. All items on the agenda were unanimously approved with a 100% majority.