The Company's Board of Directors, in accordance with the Law, the Company's Articles of Association and its resolution dated 23/05/2025, invites the Shareholders of the Company to participate to the Ordinary General Meeting, which will be held on Monday, June 16, 2025, at 10:00 am, at the registered offices of the Company, 466 Irakliou Avenue & Kiprou str., Iraklio Attikis, in order to discuss and resolve on the following items of the Agenda:
AGENDA
Approval of the Company's Standalone and Consolidated Financial Statements for the financial year 2024 (01/01/2024 - 31/12/2024) and submission of the relevant Board of Directors' and Auditors' Reports -Approval of non-distribution of dividend.
Approval of the overall management of the Company and discharge of the Statutory Auditors of the Company for the financial year 2024 (01/01/2024 - 31/12/2024)
Approval of the remuneration payable to the Board of Directors for financial year 2024, including pre-approved remuneration for the first half of 2025, and pre-approval - determination of the remuneration payable for financial year 2025 and the first half of 2026.
Appointment of Auditing Company for the statutory audit of the Company's Standalone and Consolidated Financial Statements and the issuance of the annual tax report for the financial year 2025 (01/01/2025 - 31/12/2025) and determination of their remuneration.
Other Announcements.
In the event that the required decision quorum is not obtained, the Repeat Ordinary General Meeting of the Shareholders will be convened on Monday, June 23, 2025, at 10:00 at the Company's premises (466 Irakliou Avenue & Kiprou str., Iraklio Attikis). In accordance with article 11 of the Company's Articles of Association no new invitation will be published.
The Company informs its Shareholders of the following:
Right to participate and vote in the General Meeting
Each share carries the right to one (1) vote. Any natural or legal person appearing as shareholder of the Company at the beginning of the fifth (5th) day prior to the initial general meeting, namely on June 11, 2025, (record date),
has the right to participate and vote in the General Meeting (initial and repeat meeting). The certificate issued by the authorized intermediaries must reach the Company no later than 48 hours prior to the initial General Meeting, namely on June 14, 2025 at 10:00 the latest, and the same certificate remains valid in case of a Repeat Ordinary General Meeting. Only registered shareholders of the Company on the record date are entitled to attend and vote at the General Meeting. In case of non-compliance with the provisions as mentioned above, Shareholders may participate in the General Meeting, unless the General Meeting refuses such participation for a material cause, which justifies its refusal.
Participation process and vote by proxy (representative)
Eligible shareholders may participate in the General Meeting in person or through lawfully authorized representatives. Each shareholder may appoint up to three (3) representatives. If a Shareholder holds shares of the Company which appear in more than one securities account, the Shareholder may appoint different proxies with regard to the General Meeting for the shares appearing in each Account. An authorized representative proxy acting on behalf of several Shareholders may cast votes differently for each Shareholder. A proxy form for the appointment or/and the revocation or/and the replacement of a representative is available to shareholders on the Company's website (https://www.neurosoft.gr) and in hard copy at the Investor Relations Department (466, Irakliou Ave. & Kiprou str., Iraklio Attikis). The said proxy form should be submitted, completed and signed by the shareholder, to the Accounting Department of the Company at Iraklio Attikis (466, Irakliou Ave. & Kiprou str.) or sent by fax to +30 210-6855033 or via email to ir@neurosoft.gr, at least forty eight (48) hours prior to the date of the General Meeting (i.e. by 14/06/2025 at 10:00 the latest). Shareholders are requested to ensure the successful delivery of the authorization form and the receipt of the document by the Company by calling the phone number +30 210-6855061 during working days and hours.
The proxy votes in accordance with the instructions of the Shareholder, as long as they exist, and must file the voting instructions for at least one (1) year from the date of the Ordinary General Meeting or the Repeat General Meeting in which he used his proxy. Non-compliance by the proxy with the instructions received does not affect the validity of the decisions of the General Meeting, even if the proxy's vote was decisive in achieving the majority.
The Shareholder's proxy is required to disclose to the Company, prior to the commencement of the Ordinary General Meeting, any specific fact, which may be useful to Shareholders in assessing the risk that the proxy may serve interests other than the interests of the Shareholder. Conflict of interests may arise in particular if the proxy is: (a) a shareholder that exercises control over the Company, or other legal person or entity controlled by that Shareholder, (b) a member of the Board of Directors or the management of the Company in general, or of a shareholder that exercises control over the Company, or of another legal person or entity controlled by a shareholder exercising control over the Company, (c) employee or auditor of the Company or of a controlling shareholder of the Company or of another legal person or entity that is controlled by a controlling shareholder, and (d) a spouse or a first-degree relative with any one of the natural persons that are mentioned in cases (a) to (c).
Minority shareholders' rights
In relation to the Ordinary General Meeting the Shareholders have the following rights under Article 141, paragraphs 2, 3, 6 and 7 of Law 4548/2018:
Shareholders representing 1/20 of the Company' s paid-up share capital may request, which request must reach the Company's Board of Directors at least fifteen (15) days before the General Meeting, i.e. by 01/06/2025, that the Board of Directors includes additional agenda items in the General Meeting. The application must be accompanied by a justification or a draft decision for approval by the Ordinary General Meeting. The revised agenda is then published, as in the case of the previous agenda, thirteen (13) days before the General Meeting date, i.e. until June 3, 2025. At the same time, the revised agenda is made available to Shareholders at the Company's website, together with the justification or the draft decision which the Shareholders have submitted, pursuant to Article 123, par. 4 of Law 4548/2018. If these items are not published, the requesting shareholders have the right to request the postponement of the General Meeting according to paragraph 5 of Article 141 of Law 4548/2018, and to proceed themselves to the publication, according to the provisions of the second indent of paragraph 2 of Article 141 of Law 4548/2018, at the expense of the Company.
Shareholders representing one twentieth (1/20) of the Company's paid up share capital have the right to submit draft decisions on items included in the original or any revised agenda of the General Meeting. The relevant request must reach the Board of Directors at least seven (7) days prior to the date of the General Meeting , i.e. until June 9, 2025 and the draft decisions are made available to the shareholders in accordance with the provisions of paragraph 3 of Article 123 of Law 4548/2018, at least six (6) days before the date of the General Meeting, i.e. until June 10, 2025.
Upon request of any shareholder, submitted to the Company within at least five (5) full days prior to the General Meeting, i.e. until June 10, 2025, the Board of Directors may be required to provide the General Meeting with the requested specific information on the Company's affairs, insofar as the requested information is relevant to the items on the agenda. Such requirement to provide information does not apply when the relevant information is already available on the Company's website, especially in the form of questions and answers. The Board of Directors may refuse to provide information on due cause which is stated in the Minutes. Also, at the request of Shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors must announce to the Ordinary General Meeting the amounts that have been paid over the last two years to each Member of the Board of Directors or the directors of the Company or any benefit to such persons from any cause or contract of Company with them. In all the above cases, the Board of Directors may refuse to provide the information for substantive reason which shall be recorded in the minutes. In the cases of this paragraph, the board of directors may address in single response the shareholders' requests with the same content.
Shareholders representing one tenth (1/10) of the paid-up share capital may, at their request, submitted to the Company at least five (5) full days before the General Meeting, i.e. until June 10, 2025, request the Board of Directors to provide to the General Meeting information on the course of corporate affairs and the Company's assets. The Board of Directors may refuse to provide the requested information for substantive reason which shall be recorded in the minutes.
Upon exercising any of the rights referred to above, the shareholders must prove their shareholder status and, with the exception of the first indent of the above paragraph III, the number of shares they hold during the exercise of the relevant right. For intangible shares, proof of shareholding status may be evidenced by any legal means and in any case based on information received by the Company or verification or other forms of certification from the central securities depository (ATHEXCSD) registry service or through intermediaries as appropriate.
The minority rights may also be exercised by shareholders' associations in their own name but on behalf of their members (shareholders) if their members have the number of shares required to exercise the rights. Minority rights are not the rights that can be exercised by each shareholder (i.e. the rights under III above). The association which has members shareholders of the Company must have communicated its valid establishment and its articles of association to the Company one month before exercising the above rights. The document of exercise of the right must indicate the names of the shareholders on whose behalf the right is exercised.
Available documents and information
The information of Article 123 par. 3 and 4 of Law 4548/2018, as in force, as well as the full text of the documents and draft decisions to be submitted to the General Meeting, are available in electronic format on the Company's website (https://http://www.neurosoft.gr) and in hard copy, upon request, at the Investor Relations Department of the Company (466 Irakliou Avenue & Kiprou str., Iraklio Attikis).
For further details or information please contact the Investor Relations Department, tel.: +30 210 6855061, fax
+30 210 6855033, working days and hours.
Iraklio Attikis, 23.05.2025 The Board of Directors