INVITATION TO GENERAL MEETING OF SHAREHOLDERS ON 05.09.2025
INVITATION
TO THE SHAREHOLDERS OF THE PUBLIC COMPANY
“UNIBIOS S.A. PARTICIPATIONS”
REGISTRATION NO. 6031/06/B/86/101
GEMI No. 000232101000
By resolution of the Board of Directors dated 28 July 2025, and pursuant to Law 4548/2018 and the Company’s Articles of Association, the Shareholders of the public limited company under the name “UNIBIOS S.A. PARTICIPATIONS” are invited to attend the Ordinary General Meeting on Friday, 5 September 2025 at 14:00 hrs, at the company’s registered office located in Fyli, Attica, 1st and 18th Street, BIOPA Ano Liosia, Postal Code 13341, to discuss and decide on the following agenda:
AGENDA
Submission and approval of the annual Corporate and Consolidated Financial Statements for the fiscal year ended 31 December 2024 (1 January 2024 – 31 December 2024), together with the relevant Report of the Board of Directors and the Report of the Statutory Auditor. Decision on the appropriation of corporate profits, if any.
Approval of the overall management of the Company by the Board of Directors pursuant to Article 108 of Law 4548/2018, as currently in force, and discharge of the Statutory Auditors from any liability for the fiscal year from 1 January 2024 to 31 December 2024.
Approval of the remuneration and compensation of the Members of the Board of Directors for the fiscal year 2024; approval of employment relationships for Board members under dependent-employment; approval of remuneration of Board members based on special relationships with the Company; approval of the fees referenced in the Company’s Remuneration Report; and pre-approval of remuneration and compensation for the fiscal year 2025.
Election of an Audit Firm for the audit of the Company’s Financial Statements, as required by applicable law, for the fiscal year 2025, and determination of its fee.
Granting of authorization pursuant to Article 98(1) of Law 4548/2018, as in force, for the participation of Board members and executives of the Company in the boards and administration or bodies of other affiliated Group companies.
Submission, discussion and voting on the Remuneration Report of the Board of Directors for the fiscal year (1 January–31 December 2024), pursuant to Article 112(3) of Law 4548/2018, as currently in force.
Granting of a Special Authorization, under Article 100 of Law 4548/2018, as presently in force, to persons referred to in paragraph 2 of Article 99 of Law 4548/2018, authorizing the entering into contracts with the Company and its subsidiaries.
Submission of the reports of independent non-executive directors pursuant to Article 9(5) of Law 4607/2020 and the Report of the Audit Committee for the fiscal year 2024, in accordance with Article 44(1) of Law 4449/2017; approval and discharge of their authors.
Proposal to reduce the share capital by reducing the nominal value per share, in accordance with Article 29 of Law 4548/2018, for the purpose of distribution to shareholders.
Proposal to increase the share capital by capitalizing reserves under Article 4(4a) of Law 2190/1920 by increasing the nominal value of shares.
Amendment of the Articles of Association to adjust Article 5 regarding the amount of the share capital based on the resolutions of this General Meeting.
Approval of the new Remuneration Policy, in accordance with Article 110 of Law 4548/2018.
Any other business and announcements.
In the event that legal quorum is not met at the Ordinary General Meeting on 5 September 2025, the Board of Directors, by the same resolution, invites the Shareholders to a Second Ordinary General Meeting, with the same agenda, or with those items on which no decision could be taken, to be held at the Company’s registered office (Fyli, Attica, 1st and 18th Street, BIOPA Ano Liosia, Postal Code 13341) on Friday, 12 September 2025, at 14:00 hrs.
Pursuant to Articles 121(4), 124, and 128 of Law 4548/2018, as applicable, the Company informs its shareholders of the following:
A. RIGHT TO PARTICIPATE & VOTE
Each share entitles its holder to one vote. Participation and voting in the General Meeting are reserved for those recorded as shareholders in the electronic securities system (SAT), administered by “HELLENIC CENTRAL SECURITIES DEPOSITORY S.A.”, where the Company’s securities are maintained. Shareholder status is evidenced either by written confirmation from the said operator or, alternatively, by direct electronic linkage between the Company and their records. Shareholder status must exist on 31 August 2025 (Record Date), i.e. at the start of the fifth business day prior to the General Meeting of Friday 5 September 2024. The same Record Date would apply to the Second Meeting of 12 September 2025 in case quorum is not reached initially. Shareholders who fail to submit a written or electronic appointment of a proxy at least 48 hours prior to the meeting can still participate—unless the General Meeting validly refuses their participation for a serious reason. Shareholders’ identity is certified via the aforementioned operator, and the same deadlines apply even in the case of legal entity representation. No blocking (“freeze”) of shares is required to exercise participation or voting rights.
₋ Note: Since the Record Date falls on a Sunday, and settlement of trades typically occurs on business days, shareholder holdings resulting from trades on 29 August 2025 should be reflected in the share register for voting entitlement.
B. MINORITY SHAREHOLDER RIGHTS (Article 141 of Law 4548/2018)
(α) Shareholders representing at least 1/20th of paid-up capital may request the inclusion of additional items on the agenda of a General Meeting already convened, provided such request reaches the Board at least 15 days before the Meeting. The Board must announce or notify the added items at least 7 days before the Meeting, along with justification or draft resolution. The revised agenda must be published or otherwise made available 13 days before the Meeting and posted on the Company’s website. Failure to publish may entitle requesting shareholders to call the Meeting themselves at the Company's expense.
(β) Shareholders holding more than 1/20th of the capital may submit resolution proposals on items already on or added to the agenda. These must be received by the Board at least 7 days before the Meeting and made available to shareholders at least 6 days before.
(γ) Shareholders may request specific information regarding Company affairs in relation to agenda items, submitted at least 5 full days before the Meeting. This obligation does not apply if the information is already available on the Company’s website in Q&A form. Shareholders (≥ 1/20th) also may request disclosure of amounts paid to Board members and executives over the last two years. The Board may refuse for a compelling reason, recorded in the minutes.
(δ) Shareholders representing ≥ 1/10th of capital may request broader information regarding the Company’s affairs and financial position 5 full days before the Meeting; the Board may refuse for substantial reason, duly logged.
(ε) Shareholders representing ≥ 1/20th may request postponement of decision-making during the Meeting, once only, to a date no more than 20 days later, which then continues the first Meeting without republishing the notice.
(στ) Shareholders holding ≥ 1/20th may demand open voting on any agenda item.
In all above cases, requesting shareholders must prove their shareholder status and number of shares held at the time of the request, by legal means or via Company data from the Hellenic Central Securities Depository. More detailed information on minority rights and their exercise is available on the Company’s website www.unibios.gr.
C. VOTING BY PROXY
A Shareholder may attend and vote in the Meeting in person or through up to three (3) proxies. If shares appear in multiple securities accounts, the shareholder may appoint different proxies for the shares in each account as regards a particular Meeting. Granting of proxy is freely revocable. A proxy representing multiple shareholders may vote differently for each one. Proxies may be appointed for one or more Meetings and for a specified period. Proxies must follow any voting instructions given by the shareholder and retain them for at least one year from the date of the Meeting or its last reconvened session. Non-compliance by a proxy with voting instructions does not invalidate decisions of the General Meeting, even if their vote was decisive.
Before the Meeting begins, the proxy must inform the Company of any conflict of interest that might cause doubt about serving only the interests of the appointing shareholder. Conflicts may arise if the proxy is: (a) a controlling shareholder or controlled person/entity; (b) a Board or governing body member of the Company or such a shareholder; (c) an employee or statutory auditor of the Company or of a controlling shareholder; or (d) a spouse or first‑degree relative of persons in (a)–(c).
The appointment or revocation of a proxy must be submitted in writing or electronically at least 48 hours before the Meeting. Delivery may be made to the Company offices (Shareholder Services Department, 1st & 18th Street, BIOPA Ano Liosia, 13341, Attica) or via email (a.svoronos@unibios.gr) or fax (210‑3413050), with proof of receipt. Proxy documentation is available at the Company’s offices and at www.unibios.gr.
Information under Articles 123(3)–(4) of Law 4548/2018, such as the Notice for calling the Meeting, total number of shares and voting rights, proxy forms, documents to be submitted to the Meeting, draft decisions, and guidance on minority rights under Article 141 paragraphs 2,3,5,6,7 & 9, is available electronically at www.unibios.gr and in printed form at the Shareholder Services Department (Fyli, Attica, 1st & 18th Street, BIOPA Ano Liosia, 13341; Tel. 210‑6037030). Requests may be made per Article 123 of Law 4548/2018.
Fyli, 28 July 2025
FOR THE BOARD OF DIRECTORS
The President