Announcement – Regulated information
May 14, 2026
PPC S.A. (“the Company”) announces that the Extraordinary General Meeting of Shareholders, was held on May 14th, 2026 at 14:00, in accordance with the Invitation to the General Meeting, which was published on April 23rd, 2026, pursuant to the prοvisions of the Law and its Articles of Incorporation and was posted on the Company’s website.
In the Extraordinary General Meeting of Shareholders, 596 Shareholders were legally presented (in person or by proxy), representing 243,251,546 ordinary registered shares with voting right on a total of 346,481,832 ordinary registered shares with voting right (own shares are not taken into account for the formation of the quorum of α General Meeting pursuant to article 50, paragraph 1, item a’ of Law 4548/2018), that is a quorum of 70.21%.
The Extraordinary General Meeting of the Shareholders held on May 14th, 2026, discussed and resolved on the following items of the Agenda.
ITEM ONE: Increase in the share capital of the Company, in accordance with article 6 of its Articles of Incorporation and article 24, par. 1, item b’ of Law 4548/2018. Abolition of preemptive rights of existing Shareholders, in accordance with article 27, par. 1 of Law 4548/2018. Authorization of the Board of Directors to increase the share capital of the Company, to determine the terms of the share capital increase, as well as the manner and other terms for offering the shares to be issued.
The Extraordinary General Meeting has approved:
1. The increase of the Company's share capital pursuant to Article 6 of its Articles of Incorporation and Article 24 par. 1 case b’ of Law 4548/2018, as provided under point no. 4 below.
2. The abolition of the pre-emption rights of existing shareholders, in accordance with Article 27 par. 1 of Law 4548/2018, in the context of the share capital increase, which the Board of Directors is authorised to proceed with, in accordance with Article 24 par. 1 case b’ of Law 4548/2018, as provided below.
3. The adjustment, as a consequence of the Company’s share capital increase, of any other relevant decision of a competent corporate body or policy of the Company to the new number of the Company's shares, as shall result upon completion of the share capital increase.
4. The authorisation, in accordance with Article 24 par. 1 case b’ of Law 4548/2018, of the Company's Board of Directors, as follows:
a. to decide to increase the Company's share capital, by payment in cash, by an amount not exceeding the equivalent of the Company's nominal share capital paid up on the date of this authorisation to the Board of Directors, i.e. up to the amount of Euro 915,789,600 by issuing up to 369,270,000 new ordinary, registered, voting, dematerialised shares (the "Share Capital Increase"),
b. to determine the specific terms and timeframe of the Share Capital Increase in accordance with the applicable provisions of Law 4548/2018, including, indicatively, the following: the structure of the Share Capital Increase, the offering price of the new shares, the offering of the new shares through a public offering in Greece and a private placement outside Greece, the categories of eligible investors who will be able to participate in the Share Capital Increase, the criteria for allocation among the various categories of investors in Greece and/or abroad who will subscribe for new shares in the context of the Share Capital Increase, including the establishment of a preferential allocation mechanism for new shares to existing shareholders of the Company who will participate in the offering of new shares, the conclusion of the necessary agreements with foreign and/or domestic financial intermediaries, organisers, coordinators or managers, and/or other credit institutions and investment services companies, any action and activity in general for the implementation and completion of the Share Capital Increase, including the relevant amendment of the Company's Articles of Association and the admission of the new shares for trading on the Euronext Athens (former Athens Stock Exchange), and
c. authorise one or more members of the Board of Directors or other directors of the Company, acting either jointly or severally, to take any decision or perform any other act in relation to the above (b) that does not require the approval of the Board of Directors under the law and/or the Company's Articles of Incorporation. Furthermore, the Extraordinary General Meeting has approved the ability of the Board of Directors to exercise the power to decide the Company's share capital increase, in the context of one or more transactions, with such authorization to remain in force until December 31st, 2026.
The total number of votes for which valid votes were cast amounted to 243,251,546, which correspond to 100% of the share capital that was present.
Number of votes in favor: 235,204,439, against: 8,023,390, abstained: 23,717.
Therefore, the majority of the shareholders, on a 96.69% of the valid votes has voted in favor of the item.
ITEM TWO: Amendment of Articles 3, 10, 13, 18a, 18b, and 29 of the current Articles of Incorporation of PPC S.A. and codification thereof.
The Extraordinary General Meeting has approved the amendment of Articles 3, 10,13, 18a, 18b, and 29 of the current Articles of Incorporation of PPC S.A. and codification thereof.
The total number of votes for which valid votes were cast amounted to 243,251,546, which correspond to 100% of the share capital that was present.
Number of votes in favor: 243,213,921, against: 37,276, abstained: 349.
Therefore, the majority of the shareholders, on a 99.98% of the valid votes has voted in favor of the item.
ITEM THREE: Election of two (2) members of the Company’s Audit Committee due to the expiration of the terms of office of an equal number of its members—Confirmation of the nature and determination of the composition of the Company’s Audit Committee.
The Extraordinary General Meeting has decided on:
On one hand,
- the re-election of Mr. Nikitas Glykas for a three-year term, that is from 14.5.2026 to 13.5.2029, for the 1st position on the Audit Committee of PPC S.A.
The total number of votes for which valid votes were cast, amounted to 243,251,546, which correspond to 100% of the share capital that was present.
Number of votes in favor: 243,011,825 against: 239,396, abstained: 325.
Therefore, the majority of the shareholders, on a 99.90% of the valid votes has voted in favor of the item.
And
- the election of Ms. Verra Marmalidou, for a three-year term, that is from 14.5.2026 to 13.5.2029, for the 2nd position on the Audit Committee of PPC S.A.
The total number of votes for which valid votes were cast, amounted to 243,251,546, which correspond to 100% of the share capital that was present.
Number of votes in favor: 243,011,825, against: 239,396, abstained: 325.
Therefore, the majority of the shareholders, on a 99.90% of the valid votes has voted in favor of the item.
On the other hand,
and following the re-election of Mr. Nikitas Glykas and the election of Ms. Verra Marmalidou as Members of the Audit Committee as those under b’ below non-BoD Members in the composition of the Audit Committee, independent within the meaning of art. 9 par. 1 and 2 of L. 4706/2020,
the Extraordinary General meeting has confirmed the nature and the composition of the Company’s Audit Committee as determined by the Extraordinary General Meeting of the Shareholders held on 30.04.2024 and reaffirmed by the decision of the Extraordinary General Meeting held on 16.04.2025, as follows:
Nature of the Audit Committee: The Audit Committee is an independent “mixed” committee consisting of Independent Non-Executive Members of the Board of Directors and third persons (Non-Members of the Board of Directors) pursuant to Article 44 par. 1, case (a), subcase (ab) of Law 4449/2017, as in force.
Composition of the Audit Committee: The Audit Committee shall consist of six (6) members of which:
a) four (4) members coming from the Independent Non-Executive Members of the Board of Directors of the Company and
b) two (2) Non-Members of the Board of Directors, independent within the meaning of Article 9, par. 1 and 2 of Law 4706/2020,
Consequently, the Company’ s Audit Committee with its members in alphabetical order by their last names in Greek, capacity and term of office, is now as follows:
- Glavanis Christos-Stergios, Independent Non-Executive Member of the Board of Directors, with a term of office ending on 29.4.2027,
- Glykas Nikitas, Non-Member of the Board of Directors, with a term of office ending on 13.5.2029
- Doxaki Despina, Independent Non-Executive Member of the Board of Directors, with a term of office ending on 15.4.2028,
- Marmalidou Verra, Νon-Member of the Board of Directors, with a term of office ending on 13.5.2029
- Sinaniotou Charikleia, Independent Non-Executive Member of the Board of Directors, with a term of office ending on 29.4.2027
- Psillaki Maria, Independent Non-Executive Member of the Board of Directors, with a term of office ending on 15.4.2028.