INVITATION TO GENERAL MEETING
ELINOIL HELLENIC PETROLEUM COMPANY S.A.
General Electronic Commercial Registry No. 244901000
INVITATION
of shareholders at the Extraordinary General Meeting
In accordance with the Law and the Company's Articles of Association, the Board of Directors invites the Company's Shareholders to the Extraordinary General Meeting, to be held on Wednesday, October 22nd , 2025, at 10:00 a.m., at the Company's headquarters, 33 Pigon Street, Kifissia, in order to discuss and decide on the following sole item of the agenda.
Sole Item of the Agenda: Election of new members of the Board of Directors.
I. Right to Participate in the General Meeting
Pursuant to article 124(1) of Law 4548/2018, only Shareholders of the Company who hold shareholder status at the beginning of the fifth day prior to the General Meeting, i.e. Friday, October 17, 2025 (the “Record Date”), are entitled to participate.
A shareholder entitled to participate and exercise voting rights is considered to be the one registered on the Record Date in the Dematerialized Securities System (DSS) of the company “Hellenic Central Securities Depository S.A.” (HCSD) or identified as such based on relevant data through registered intermediaries or other intermediaries in accordance with applicable legislation (Laws 4548/2018, 4569/2018, 4706/2020, Regulation (EU) 2018/1212) and the Operating Regulations of HCSD (Government Gazette B’/1007/16.03.2021).
It is noted that Shareholders’ participation in the General Meeting no longer requires blocking of shares or any other similar procedure that restricts their sale or transfer between the Record Date and the General Meeting.
II. Procedure for Exercising Voting Rights by Proxy
Shareholders entitled to participate may vote either in person or through proxies. Each Shareholder may appoint up to three (3) proxies. Legal entities may participate by appointing up to three (3) individuals as their representatives.
Proxy forms are available on the Company’s website www.elin.gr and at the Company’s Headquarters, 33 Pigon Street, 14564 Kifisia (Shareholders’ Services Department). The completed and signed proxy forms must be submitted and received at the Company’s Headquarters at least 48 hours before the General Meeting, i.e. by October 20, 2025, at 10:00 a.m.
A proxy representing more than one Shareholder may vote differently for each Shareholder. If a Shareholder holds shares appearing in more than one securities account, he/she may appoint different proxies for each account. A proxy may be appointed for a single General Meeting or for all meetings held within a specific period.
Proxies vote in accordance with the instructions of the Shareholder, if any, and must keep these instructions for at least one (1) year from the submission of the General Meeting’s minutes to the competent authority or, if the decision is subject to publication, from its registration in the General Commercial Registry.
A proxy is obliged to disclose to the Company before the start of the General Meeting any specific fact that may be useful for the Shareholders to assess the risk of serving interests other than those of the Shareholder. Conflict of interest may particularly arise when the proxy:
(a) is a controlling Shareholder of the Company or another legal entity controlled by such Shareholder,
(b) is a member of the Board of Directors or general management of the Company or of a controlling Shareholder or entity controlled by such Shareholder,
(c) is an employee or auditor of the Company or of a controlling Shareholder or entity controlled by such Shareholder,
(d) is a spouse or first-degree relative of any of the natural persons mentioned above.
III. Minority Rights
According to article 121(4a) of Law 4548/2018, Shareholders are informed that, among others, they also have the following rights under article 141(2), (3), (6), and (7) of Law 4548/2018:
i. At the request of Shareholders representing 1/20 of the paid-up share capital, the Board of Directors must add items to the agenda of the General Meeting, provided that such request is received at least fifteen (15) days before the General Meeting, i.e. by October 7, 2025. The request must be accompanied by justification or a draft resolution for approval. The revised agenda must be published at least thirteen (13) days before the General Meeting, i.e. by October 9, 2025, and made available to Shareholders on the Company’s website.
ii. At the request of Shareholders representing 1/20 of the paid-up share capital, the Board of Directors must make available to Shareholders, at least six (6) days before the General Meeting (i.e. by October 16, 2025), draft resolutions on items included in the original or revised agenda, provided that the request is received at least seven (7) days before the General Meeting, i.e. by October 15, 2025.
iii. At the request of any Shareholder, submitted at least five (5) full days before the General Meeting, i.e. by October 16, 2025, the Board of Directors is obliged to provide specific requested information on Company affairs relevant to the agenda items. The Board may respond collectively to similar requests. No obligation exists if the information is already available on the Company’s website.
iv. At the request of Shareholders representing 1/20 of the paid-up share capital, submitted at least five (5) full days before the General Meeting (by October 16, 2025), the Board of Directors is obliged to announce to the General Meeting the amounts paid in the last two years to each member of the Board of Directors or to Company directors, as well as any benefits granted to them for any reason or contract with the Company.
v. At the request of Shareholders representing 1/10 of the paid-up share capital, submitted at least five (5) full days before the General Meeting (by October 16, 2025), the Board of Directors is obliged to provide information on the progress of corporate affairs and the financial situation of the Company.
In all the above cases, Shareholders must prove their shareholder status and the number of shares they hold at the time of exercising their rights. Proof of shareholder status will be provided through an electronic connection between ATHEXClear and the Company.
IV. Available documents and information
This invitation, the documents to be submitted to the General Meeting, the draft resolutions proposed by the Board of Directors, the representation forms and other information under Article 123 paragraph 4 of Law 4548/2018 are posted on the Company’s website, www.elin.gr. Besides, the Shareholders can pick up the aforementioned documents in hard copies from the Shareholder Support Department of the Company (33 Pigon Str., Kifissia, tel.: +30 210 6241547) following prior communication.
Athens, September 29th , 2025
THE BOARD OF DIRECTORS