Announcement of regulated information of L 3556/2007

Notification of significant changes in voting rights

ELLAKTOR S.A. (the “Company” or “Issuer”) informs (L. 3556/2007), in compliance with the Directive for transparency, about the notification of significant changes in voting rights of the Company, received on February 28^th, 2024,  by  shareholders, as follows:

RB ELLAKTOR HOLDING B.V. (controlled by REGGEBORGH INVEST B.V.) transferred 54,404,755 shares and voting rightsof the Issuer (15.6249% of the voting rights) to REGGEBORGH INVEST B.V. (the “REGGEBORGH”), on 26 February 2024 via an Over the Counter (OTC) transaction.

As a result of the above transaction the voting rights of the Issuer were changed as follows:

1. RB ELLAKTOR HOLDING B.V no longer holds shares and voting rights (0%) in ELLAKTOR SA.  The participation fell below the limit of 5%.

2. The participation of REGGEBORGH INVEST B.V. in the share capital of the Issuer on 26.02.2024 was as follows:

A. Number of shares and an equal number of voting rights (attached to shares):

(i) Direct participation: 45.1682% (i.e. 157,272,350 ordinary voting registered shares) from 29.5433% (i.e. 102,867,595 ordinary voting registered shares). Direct participation exceeded the threshold of 1/3.

(ii) Indirect participation (through REGGEBORGH's subsidiary, RB ELLAKTOR HOLDING B.V.): 0% (0 shares and voting rights) from 15.6249% (i.e. 54,404,755 common voting registered shares). The participation fell below the limit of 5%.

Total participation and voting rights (directly (i) and indirectly (ii)): 45.1682% directly (i.e. 157,272,350 common registered shares with voting rights) of the total voting rights issued by ELLAKTOR SA. (without change).

B. Financial Instruments, according to the article 11 par. 1.b of the L. 3556/2007, i.e. the Call Option of the 7.4671% voting rights (i.e. 26,000,000 common registered shares with voting rights of the Company); the option exercise/conversion period is 36 months starting from the day of the acquisition of the call option (i.e. 6 May 2022) and the expiration date on 06.05.2025,

Number of shares and an equal number of voting rights (attached to shares) after the possible acquisition of the Call Option:

Total participation and voting rights (total position A and B): 52.6353% voting rights (i.e. 183,272,350 common registered shares with voting rights) of the total voting rights issued by ELLAKTOR SA. (without change).

Additional information

Reggeborgh Invest B.V. acquired 54,404,755 shares and voting rights from “RB Ellaktor Holding B.V.” on 26 February 2024 via an Over the Counter (OTC) transaction.

The call option of Reggeborgh Invest B.V. is subject to a physical or financial (cash) settlement at the discretion of the holder of the call option shares. Reggeborgh Invest B.V. is not entitled to exercise the voting rights attached to the call option shares during the call option period. 

RB Ellaktor Holding B.V. is controlled by “Reggeborgh Invest B.V.” (100% subsidiary company).

Reggeborgh Invest B.V. is not controlled by any natural person or legal entity in the sense of Art.3 of L.3556/2007.

Kifissia, February 29^th, 2024