EUROPEAN INNOVATION SOLUTIONS S.A.

E.IN.S. S.A. DECISIONS OF EXTRAORDINARY GENERAL MEETING

 

Decisions of the First Repeat Extraordinary General Meeting of Shareholders

It is hereby announced by the company under the corporate name “European Innovation Solutions S.A.” and the distinctive title “E.In.S. S.A.” (formerly “Euroconsultants Societe Anonyme of Development and Technology Consultants”) that its First Repeat Extraordinary General Meeting of Shareholders was held today, 26 November 2025, Wednesday, at 11:00 a.m., at the Company’s offices in Athens, 5 Akadimias Street (i.e. within the region of the municipality where the registered office of the regulated market of the Athens Stock Exchange – on which the Company is listed – is located), pursuant to the relevant invitation of the Board of Directors dated 23.10.2025 and the decision of the Extraordinary General Meeting of 20.11.2025 for the convening of the First Repeat General Meeting due to lack of quorum at its first session. At the First Repeat Extraordinary General Meeting, 34 shareholders participated who, on the record date of 15.11.2025, held 7.979.374 common registered shares out of a total of 15,333,480 common registered shares which were listed on the Athens Stock Exchange on that specific record date, i.e. there was a quorum of 52,900%. In particular, today the First Repeat Extraordinary General Meeting adopted the following decisions:

1. It unanimously approved the reduction of the Company’s share capital by the amount of seven hundred sixty-six thousand six hundred seventy-four euro (€766,674.00), by reducing the nominal value of each share by five euro cents (€0.05), i.e. from fifteen euro cents (€0.15), which had been the nominal value of each share up to now, to ten euro cents (€0.10), in order to return the amount of the reduction (i.e. the amount of seven hundred sixty-six thousand six hundred seventy-four euro (€766,674.00)) to the shareholders in cash (return of capital). As a result, the Company’s share capital henceforth amounts to one million five hundred thirty-three thousand three hundred forty-eight euro (€1,533,348.00), fully paid up, divided into fifteen million three hundred thirty-three thousand four hundred eighty (15,333,480) common registered shares with a nominal value of ten euro cents (€0.10) each. The General Meeting unanimously approved the granting to the Company’s Board of Directors of the necessary authorisations so that this corporate body may determine all the required dates (ex-date, record date, commencement of payment of the return of capital, etc.) for the due implementation and application of the above decisions on the reduction of the Company’s share capital, as well as proceed with the appropriate actions in order to obtain the relevant approvals from the competent authorities and to take all necessary steps for the payment of the amount resulting from the reduction of the share capital to the entitled shareholders of the Company. To this end, relevant announcements of the Company will follow in due course.

Required quorum at the first session of the General Meeting: 2/3 of the share capital.
Required quorum at the repeat session of the General Meeting: 50% + 1 of the share capital.
Required majority: 2/3 of the votes represented at the Meeting.

IN FAVOUR voted 7.979.374 common registered shares and voting rights, i.e. a majority of 100% of the shareholders who participated in the repeat General Meeting.

QUORUM on this specific item: 52,900%

2. It unanimously approved the new text of the Company’s Articles of Association following the above amendment, in application of the provisions of the Articles of Association and Law 4548/2018, and granted the Board of Directors the relevant authorisations to codify the Articles of Association into a new single text by incorporating the above amendment into Article 5 of the Articles of Association.

Required quorum at the first session of the General Meeting: 2/3 of the share capital.
Required quorum at the repeat session of the General Meeting: 50% + 1 of the share capital.
Required majority: 2/3 of the votes represented at the Meeting.

IN FAVOUR voted 7.979.374 common registered shares and voting rights, i.e. a majority of 100% of the shareholders who participated in the repeat General Meeting.

QUORUM on this specific item: 52,900%

3. It unanimously elected a new nine-member Board of Directors with a four-year term, commencing from its election today, 26.11.2025, and expiring on the date of the convening of the Annual Ordinary General Meeting of Shareholders within the first half of the year 2030 and in any case not later than 10 September 2030, which will approve the financial statements for the financial year 2029, consisting of the following members: Paris Kokorotsikos, Efstathios Tavridis, Michail Broustis, Christos Folias, Georgios Koukouzelis (independent member), Evangelos Poulios (independent member), Petros Iacovou (independent member), Eleni Tsipouri (independent member), Eleni Tzakou (independent member).

For the election and the granting of the status of independent member of the Board of Directors, the Extraordinary General Meeting took into consideration the recommendation of the Nomination and Remuneration Committee as well as the Suitability Policy adopted by the Company and confirmed the suitability of each of the above, as well as that there are no impediments or incompatibilities to their election under the Corporate Governance Code, the Internal Operating Regulation and the provisions of Law 4706/2020 and the applicable legislation. The General Meeting also ascertained that, for each of the independent members of the Board of Directors, the independence criteria of article 9 of Law 4706/2020 are fully met.

Required quorum: 1/5 (20%) of the paid-up share capital of the Company.
Required majority: 50% + 1 of the votes represented at the Meeting.

IN FAVOUR voted 7.979.374  common registered shares and voting rights, i.e. a majority of 100% of the shareholders who participated in the repeat General Meeting.

QUORUM on this specific item: 52,900%

4. It unanimously decided that no change shall be made to the existing type of the Audit Committee (which shall continue to be a committee of the Board of Directors), and that no amendment shall be made to the Operating Regulation of the Audit Committee (which shall continue to apply as currently in force).

Required quorum: 1/5 (20%) of the paid-up share capital of the Company.
Required majority: 50% + 1 of the votes represented at the Meeting.

IN FAVOUR voted 7.979.374 common registered shares and voting rights, i.e. a majority of 100% of the shareholders who participated in the repeat General Meeting.

QUORUM on this specific item: 52,900%

5. A general briefing was provided on the latest developments regarding the Company’s activity and business plans, without any item being put to a vote and without any decision being adopted.

At today’s Meeting there were present 7.979.374 common registered shares, out of a total of 15,333,480 common registered shares which were listed on the Athens Stock Exchange on the record date of 15.11.2025, i.e. a quorum of 52,900%, on all items of the agenda, all of which were approved in their entirety unanimously with a 100% majority.