Resolutions of the Repeat Annual Ordinary General Meeting of 7 July 2026
The company "European Innovation Solutions S.A.", with the distinctive title "E.In.S. S.A.", formerly "Euroconsultants Société Anonyme of Development and Technology Consultants", announces that the Repeat Annual Ordinary General Meeting of its Shareholders was held today, 7 July 2026, Tuesday, at 12:00, at the Company's offices in Pylaia, Thessaloniki, at 21 Antoni Tritsi Street.
The Repeat General Meeting was held today pursuant to the invitation of the Board of Directors dated 26 May 2026, as well as the resolution of the Annual Ordinary General Meeting dated 25 June 2026, due to lack of quorum at its first meeting.
A total of forty-six (46) shareholders participated in the Repeat Annual Ordinary General Meeting, who, on the record date of 20 June 2026, held ownership of 7,888,666 common registered shares out of a total of 15,445,420 shares carrying the right to participate and vote at the present General Meeting. This number results after deducting from the total of 15,583,480 listed shares of the Company the 138,060 treasury shares held by the Company, which, pursuant to Article 50 para. 1 item (a) of Law 4548/2018, are not taken into account for the formation of quorum and do not carry the right to participate or vote at the General Meeting. The quorum therefore amounted to 51.074%.
In particular, the Repeat Annual Ordinary General Meeting adopted the following resolutions:
1. It unanimously approved the Separate and Consolidated Annual Financial Statements for the financial year from 1 January 2025 to 31 December 2025, together with the relevant Statements and Reports of the Board of Directors and of the Certified Public Accountants.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
2. It acknowledged the Activity Report of the Audit Committee for the year 2025, following its submission and presentation by the Chairman of the Audit Committee, without this item being put to a vote, pursuant to Article 44 of Law 4449/2017.
Quorum on this item: 51.074%.
3. It acknowledged the Report of the Independent Non-Executive Members for the financial year 2025, without this item being put to a vote, pursuant to Article 9 para. 5 of Law 4706/2020.
Quorum on this item: 51.074%.
4. It acknowledged and unanimously approved, following an advisory vote, the Remuneration Report for the financial year 2025, pursuant to Article 112 of Law 4548/2018.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
5. It unanimously approved, pursuant to Article 108 of Law 4548/2018, the overall management of the Company by the Board of Directors during the financial year 2025 and the discharge of the Certified Public Accountants from any liability for compensation in respect of the activities of the financial year 2025, pursuant to Article 117 para. 1 item (c) of Law 4548/2018.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
6. It unanimously approved the remuneration and benefits paid to the members of the Board of Directors for the financial year 2025, in the total gross amount of €465,716.76. Such remuneration did not exceed the remuneration limit that had been pre-approved by the immediately preceding Annual Ordinary General Meeting of 24 June 2025.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
7. It unanimously approved the advance payment of remuneration up to the total amount of €550,000.00 to the Members of the Board of Directors for the financial year 2026, namely from 1 January 2026 to 31 December 2026, pursuant to Article 109 of Law 4548/2018 and in accordance with the Company's Remuneration Policy and the relevant agreements.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
8. It unanimously elected, for the audit of the annual financial statements for the financial year from 1 January 2026 to 31 December 2026 and the review of the interim financial statements for the same financial year, the audit firm "Orion Certified Public Accountants S.A.", with SOEL Reg. No. 146, and in particular Mrs. Olympia G. Barzou, with Tax Identification Number 046305206 and Identity Card No. AK 095625, born on 10 November 1971, with SOEL Reg. No. 21371, as regular auditor, and Mrs. Maria A. Lymperi, with Tax Identification Number 147127830 and Identity Card No. X 578943, born on 29 September 1988, with SOEL Reg. No. 52761, as substitute auditor, and resolved that their remuneration shall be determined in accordance with Article 8 of Law 3919/2011.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
9. It unanimously granted permission, in accordance with Law 4548/2018, to the members of the Board of Directors and to the Directors of the Company to participate in the Boards of Directors or in the management of other companies, whether affiliated or non-affiliated within the meaning of Law 4548/2018, which pursue similar purposes.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
10. It unanimously approved the distribution of profits for the financial year 2025 and resolved to pay a dividend to shareholders in the total amount of nine hundred thirty-five thousand eight euros and eighty cents (€935,008.80), corresponding to a profit distribution of six euro cents (€0.06) per share.
This amount corresponds to the total of 15,583,480 common registered voting shares of the Company, which are currently listed on EURONEXT ATHENS. It is clarified that, since the Company holds treasury shares, for which no dividend is payable if such shares exist on the ex-dividend date, it was resolved that the dividend amount of €0.06 per share, for all shares other than treasury shares, shall be increased by the amount corresponding to the treasury shares that the Company may hold on the ex-dividend date, allocated proportionally among the shares entitled to receive the dividend.
The dividend shall be paid through Optima Bank, which is appointed as the paying bank.
The dates determined are as follows:
Ex-dividend date: Monday, 20 July 2026, Record date: Tuesday, 21 July 2026, Dividend payment commencement date: Friday, 24 July 2026
Following the application of the statutory dividend withholding tax rate of 5%, the net payable amount is set at €0.057 per share, subject to any increase of such amount following the calculation of the increase referred to above due to the existence of treasury shares held by the Company.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
11. It unanimously approved the actions of the Board of Directors regarding the election of Mr. Fokion Tasoulas as a new Non-Executive Member of the Board of Directors, replacing the Non-Executive Member Mr. Evangelos Poulios, who resigned, as well as the determination that, following the total service of nine years by the Non-Executive Member Mr. Georgios Koukouzelis on the Board of Directors, he may no longer be considered an Independent Non-Executive Member, but only a Non-Executive Member, pursuant to Article 9 of Law 4706/2020.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
12. It unanimously resolved to amend Article 27 of the Company's Articles of Association, which regulates matters of extraordinary quorum and majority, and authorised the Board of Directors to codify the Articles of Association into a single text, with the aim of fully aligning the Articles of Association with the applicable provisions of Articles 130 paras. 3 and 4 regarding quorum and Article 132 para. 2 regarding majority of Law 4548/2018.
It also unanimously resolved to grant a mandate and authorisation to the Company's Board of Directors to proceed with the codification of the Articles of Association into a single text.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
13. It unanimously resolved to establish and implement a two-year Stock Options Plan for the members of the Board of Directors and the personnel of the Company, as well as of its affiliated companies within the meaning of Article 32 of Law 4308/2014, in the form of options to acquire shares.
Beneficiaries may also include persons who provide services to the Company on a regular basis. For the satisfaction of the stock options, new shares shall be issued pursuant to Article 113 para. 2 of Law 4548/2018.
The total number of options that may be granted shall not exceed 500,000 options, a number corresponding to 3.208% of the Company's currently paid-up share capital. Each option shall correspond to one common registered voting share to be issued upon exercise of each option, at an issue price equal to the current nominal value of the share at the time of the resolution of the Board of Directors on the allocation of the options for each annual period of the Plan to be established.
Currently, the nominal value of the share amounts to ten euro cents (€0.10). No more than 250,000 options shall be granted per year of the duration of the Plan.
The Board of Directors shall decide on the specific terms, the manner of exercise of the options and the determination of the Beneficiaries of the Plan, in accordance with Article 113 of Law 4548/2018, pursuant to the authorisation granted by this General Meeting, which shall be valid for five (5) years from the date of the present General Meeting.
The Board of Directors of the Company was authorised to establish the Stock Options Plan and determine all other details thereof.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
14. It unanimously approved the revised Internal Regulation of the Company, as already approved on 9 December 2025 by the Company's Board of Directors.
Votes in favour: 7,888,666 common registered shares and voting rights, representing 100% of the shareholders who participated in the General Meeting. Quorum on this item: 51.074%.
15. Information was provided on the latest developments concerning the Company's activity and business plans, without any item being put to a vote and without any resolution being adopted.
At today's Meeting, 7,888,666 common registered shares were present, out of a total of 15,583,480 common registered shares listed on the record date of 20 June 2026 and out of a total of 15,445,420 shares carrying the right to participate and vote at the General Meeting. This number results after deducting from the total of 15,583,480 listed shares of the Company the 138,060 treasury shares held by the Company, which, pursuant to Article 50 para. 1 item (a) of Law 4548/2018, are not taken into account for the formation of quorum and do not carry the right to participate or vote at the General Meeting.
The quorum therefore amounted to 51.074%. For all items, the majority required for the adoption of the above resolutions was achieved, namely 100%.