«ELLAKTOR S.A.»

V.A.T. No: 094004914, General Commercial Registry (G.E.MI)

No.: 000251501000, (the «Company»)

Announcement

According to article 101 par.2 of Law 4548/2018

(Disclosure of Transactions with Related Parties)

ELLAKTOR SA (hereinafter the "Company"), announces to the investment community that the meeting of its Board of Directors on 10.06.2024, resolved on the following:

The granting, in accordance with the provisions of articles 99, 100 and 101 of Law 4548/2018, as in force, of an authorization for the execution of a contract of the Company with a Related Party (within the meaning of article 99 par. 2 (a) of Law 4548/2018).

Specifically, the Board of Directors granted its approval for the conclusion of a share Sale & Purchase Agreement (hereinafter “SPA”) with the Cypriot company under the legal “MANETIAL LIMITED“ which, as a 100% subsidiary of the existing shareholder, "MOTOR OIL HELLAS CORINTH REFINERIES S.A.", is an affiliated company, as defined in per. a of para. 2 of article 99 of Law 4548/2018, of the Company, according to which:

1. The Company will sell and transfer 185,793 registered voting shares of HELECTOR SA, corresponding to 94.44% of its fully paid-up share capital, owned by the Company, to “MANETIAL LIMITED”, , for a total consideration of €114,731,111.00, in accordance with the specific terms included in the binding offer dated 22.05.2024 (the "Offer"). The SPA includes customary for such transactions, reps & warranties and the respective indemnities to the purchaser, as these are described in the SPA, which provides for all the individual contracts and corporate actions that will take place for the implementation of the specific transaction.
2. The terms of the above SPA are customary for such contracts and their execution is fair and for the benefit of the Company.
3. The above decision of the Board of Directors was taken on the basis of the -valuation report ("fairness opinion") dated 10.06.2024 of the independent financial adviser "AXIA Ventures Group Limited", on the fairness and reasonableness of the transaction, which was accepted by the Board of Directors of the Company.
4. The approval of the above contract was granted by the Board of Directors of the Company, in accordance with the provisions of articles 99 et seq. of Law 4548/2018, as in force and complied with no. 101 of Law 4548/18, publicity formalities. The aforementioned transaction is subject to the approval of the General Meeting of ELLAKTOR shareholders as well as all other legally required approvals and licenses, including the approval of the Hellenic Competition Commission.

Kifissia, 11 June 2024