1. Management review of the 50th financial year (01.01.2025 – 31.12.2025). Approval of the separate and consolidated Financial Statements and submission of the relevant Reports of the Board of Directors and the Certified Auditors.
2. Approval of profit distribution and dividend payment for the 2025 financial year.
3. Report of the independent non-executive members of the Board of Directors to the Annual General Meeting
4. Report on the activities of the Audit Committee for the financial year 2025.
5. Approval of the overall management of the Company and discharge of the Certified Auditors for the financial year 2025.
6. Submission for discussion of the Remuneration Report of the members of the Board of Directors for the financial year 2025, in accordance with Article 112(3) of Law 4548/2018.
7. Election of Certified Auditors for the financial year 2026 and determination of their remuneration.
8. Approval of a share buyback program and granting of relevant authorizations.
9. Announcement of the election of new members of the Board of Directors in replacement of resigned members. Designation of such members as independent non-executive members.
10. Amendment of the decision dated 27.06.2024, under Item 15, of the Annual General Meeting regarding the determination of the attributes of the members of the Audit Committee.
Additionally, pursuant to articles 121 par. 4, 124 par. 6, 125, 126 and 128 of Law 4548/2018, the Company notifies shareholders of the following:
A. Right to participate and vote in the General Meeting
The Annual General Meeting of the shareholders of the Company on 25th of June 2026 will be held in a hybrid format and shareholders (or proxies) will have the opportunity to choose how they wish to participate (in person or by electronic means), to vote on the items of the agenda and submit questions as described below (see B(c)). In the same way, the persons of par. 1 and 2 of article 127 of Law 4548/2018 may also be present at the General Meeting.
Any person who has the shareholder capacity at the beginning of the fifth (5th) day before the date of the Annual General Meeting, i.e., at the beginning of the 20th June 2026 ("Record Date"), may participate in the General Meeting. Each ordinary share of the Company is entitled to one (1) vote.
Any person registered as a shareholder of the Company on the Record Date at the Dematerialized Securities System (“DSS”) of the EURONEXT SECURITIES ATHENS S.A. (former “Hellenic Central Securities Depository S.A.”), or identified as such, on the Record Date, via registered intermediaries or other intermediaries in compliance with the provisions of the relevant legislation (Law 4548/2018, Law 4569/2019, Law 4706/2020 and Regulation (EU) 2018/1212) including the Operation Regulation of the ATHEXCSD (Governmental Gazette B /1007/16.03.2021), is considered as shareholder vis-à-vis the Company and is entitled to participate and vote in the General Meeting.
The shareholding status can be verified by any lawful means and, in any case, based on the information received by the Company from EURONEXT SECURITIES ATHENS S.A. or through participants and registered intermediaries in the central securities depository, in the event that the shares are held in an omnibus account. A shareholder may attend the General Meeting based on the confirmations or notifications as specified in articles 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary, unless the meeting refuses such participation for serious reasons justifying such refusal in accordance with the applicable provisions (art. 19 par.1 Law 4569/2019, art. 124 par.5 Law 4548/2018).
It is noted that the exercise of the aforementioned rights (participation and voting) does not involve the blocking of shares or any other similar process that would restrict the right to sell or transfer such shares during the period between the Record Date and the day of the General Meeting.
B. Participation and Voting procedure at the General Meeting
a) By appointment of proxy
Shareholders may participate and vote in the General Meeting by proxy holders. Each shareholder may appoint up to three (3) proxy holders. However, if a shareholder holds shares of the Company, that appear in more than one securities account, the shareholder may appoint different proxy holders for each of the securities account, where the shares are held with respect to the General Meeting. A proxy holder acting on behalf of more than one shareholders may cast votes differently for each shareholder, according to written voting instructions provided to them. Legal entities participate in the General Meeting by appointing up to three (3) individuals as their representatives. The shareholder may appoint a proxy holder either for a single General Meeting or for a number of General Meetings taking place within a specified time period. The proxy appointment is freely revocable.
In particular, with respect to the participation of the shareholder (or the Participant of the Securities Account of the DSS or another’s intermediary acting as a custodian for the shareholder) through proxy remotely in real time by teleconference in the Annual General Meeting of the 25th June 2026, and in case of appointment of more than one proxy holders, the details of the first appointed proxy holder will be taken into consideration for identification purposes.
The proxy holder votes in accordance with the shareholders’ instructions, where such instructions exist, and is required to keep the voting instructions on file for at least one (1) year from the date of the General Meeting.
The proxy holder is obliged to disclose to the Company, prior to the start of the General Meeting, any event which may be useful to the shareholders in assessing the risk of the proxy holder serving any interest other than the interest of the represented shareholder. A conflict of interest shall be deemed to arise, in particular, in circumstances where the proxy holder:
(i) is a controlling shareholder of the Company, or constitutes an entity controlled by such a shareholder;
(ii) serves as a member of the Board of Directors or of the management of the Company, or of a controlling shareholder or of any other subject to the control of such controlling shareholder;
(iii) is an employee or a certified auditor of the Company, or of a controlling shareholder or of an entity subject to the control of such shareholder;
(iv) is the spouse of, or a first-degree relative to an individual referred to in points (i) through (iii)
The appointment and the revocation or the replacement of the shareholder’s representative or proxy holder, shall be made in writing or via electronic means and submitted to the Company, at least forty-eight (48) hours prior the General Meeting and in case of shareholders identified through registered intermediaries, through confirmations or notices in accordance with articles 5 and 6 of Regulation (EE) 2018/1212.
For the convenience of the shareholders, the Company has designated certain executives to whom shareholders may, at their discretion, grant a proxy authorizing such executives to represent them and cast votes on their behalf at the General Meeting in accordance with their duly submitted written voting instructions.
The Proxy Form will be available to the shareholders in an electronic form on the website of the Company (www.helleniqenergy.gr). These forms, filled and signed, with a dully verified signature, should be sent by the shareholder to the Company premises, at Chimarras 8a, 151 25 Maroussi, to the Shareholder Services & Corporate Announcements Department (Contact Person: Mrs. Georgia Kallitsi), or by fax: 210-6302987, 210-6302986 or by email: [email protected] or [email protected], at least forty eight (48) hours prior to the scheduled General Meeting (i.e. no later than 23rd June 2026, at 12:00). Each shareholder is requested to verify the successful dispatch of the proxy’s appointment, revocation or replacement form and receipt thereof by the Company at tel. no +302106302979, +302106302980.
In case of noncompliance with the deadline of article 128 par. 4 of L. 4548/2018, the shareholder may participate in the Annual General Meeting unless the General Meeting refuses participation on serious reason that justifies such a refusal.
b) Voting by postal vote prior to the General Meeting
According to the provisions of article 12 par. 5 of the Company’s Articles of Association, each shareholder has the right to vote remotely, prior to the General Meeting. In particular, shareholders, or their proxies, who wish to participate remotely in the voting on the items of the Annual General Meeting, can make use of this option:
i. by exercising the right to vote prior to the Annual General Meeting, through the online platform https://axia.athexgroup.gr/, on which they have previously created an account and have successfully registered, during the period from Monday 22nd June 2026 at 12:00 and no later than twenty-four (24) hours prior to the scheduled General Meeting (i.e. no later than 24th June 2025, at 12:00); or
ii. by filling out and submitting to the Company the "Postal Vote Form”, that the Company has made available on its website (www.helleniqenergy.gr) along with instructions for its filling.
The shareholders, or their proxies, who wish to use this option must submit the Form filled in, signed with a duly certified signature, to the Company's premises, at Chimarras 8a, 151 25 Maroussi, Athens Greece, to the Shareholder Services & Corporate Announcements Department (Contact Person: Mrs. Georgia Kallitsi) or by fax at: 210-6302987, 210-6302986 or by email at: [email protected] or [email protected], within the period from Monday 22nd June, 2026 at 12:00 and no later than twenty-four (24) hours prior to the date of the General Meeting (i.e. no later than 24th June 2026 at 12:00). Each shareholder or proxy is requested to verify the successful transmission and receipt of the form by the Company at tel. no +302106302979, +302106302980; or
iii. by confirmations or notices in accordance with articles 5 and 6 of Regulation (EE) 2018/1212 provided by the intermediaries.
Shareholders who cast their vote prior to the General Meeting are counted for the formation of the quorum and majority, only if the relevant votes have been received within the time limits provided by law, as indicated above.
c) By Teleconference
In order for the shareholders (or their proxies) to participate and exercise their voting rights remotely, in real time, via teleconference at the Annual General Meeting of 25th June 2026, each shareholder or proxy, as applicable, is required to create and use an electronic account on the online platform (the “Platform”) developed by EURONEXT ATHENS for the purpose of providing remote general meeting services, in real-time, by teleconference to listed companies, accessible at https://axia.athexgroup.gr/en/home. The AXIA e-Shareholders’ Meeting Platform is provided by EURONEXT ATHENS, while the video conferencing tools and services employed for the conduct of the teleconference are provided by ZOOM Video Communications Inc.
Access to the Platform requires a computer, smartphone or tablet, with an installed web browser and internet access, while for the creation of the shareholder’s (or proxy’s) electronic account on the AXIA e-Shareholders’ Meeting Platform, a valid electronic mail (email) address and a mobile telephone number are required by.
If, upon logging in the Platform, the details entered by the shareholder do not match the data registered and communicated to the Company by the EURONEXT SECURITIES ATHENS S.A. or via an intermediary, as part of the shareholder identification verification services for remote General Meetings provided by EURONEXT SECURITIES ATHENS S.A. to listed companies, the shareholder must update and / or correct such details, in order to create the account.
For this purpose, shareholders are requested to contact the Participant of the Securities Account of the DSS or another intermediary acting as a custodian for the shareholder, through which their shares are held, in order to notify and/or update their valid email address and mobile phone number for identification purposes.
To enable shareholders to participate in the General Meeting via teleconference, they must log in to the Platform during the period from 22 June , 2026 and no later than twenty (20) minutes prior to the commencement of the proceedings on 25th June 2026, in order to declare their intention to participate, as well as the number of voting rights with which they will vote, with the option to amend such number (downwards), should they wish so.
Thereafter, they will receive a personalized email notification, which will include the link for their participation in the General Meeting videoconference, by activating which they will be able to:
(i) attend the General Meeting by using electronic or audio-visual means;
(ii) address the General Meeting and submit their questions;
Whilst simultaneously through the Platform they will be able to:
(iii) vote in real time during the General Meeting on the items of the agenda;
(iv) receive confirmation on the casting of their vote.
The entitled persons (shareholders or their proxies) who participate at the General Meeting by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to effectively exercise their rights during the General Meeting.
Additional instructions regarding participation in the General Meeting via teleconference will be made available on the Company’s website (www.helleniqenergy.gr)
Furthermore, from the publication of this notice and until the end of the General Meeting, information will be available to beneficiaries and their proxies, on matters referring to the technical support of the Platform at tel. No 210 3366426 or by e-mail at [email protected].
It is noted that the official language of the General Meeting shall be Greek however for those participants who wish, an option to follow the proceedings in English shall be provided.
C. Final dates for exercising minority shareholders’ rights (article 141 paras 2, 3, 6 and 7 of Law 4548/2018)
a) At the request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors of the Company is obliged to:
(i) include additional items in the General Meeting Agenda, provided that the relevant request is received by the Board at least fifteen (15) days before the General Meeting. The request for an additional item on the agenda must be accompanied by a justification or a draft resolution to be adopted in the General Meeting. The revised agenda is published in the same manner as the initial agenda thirteen (13) days before the General Meeting and at the same time, it is made available to the shareholders on the Company’s website, together with the justification or the draft resolution that had been submitted by the shareholders in line with article 123 par. 4 of Law 4548/2018;
(ii) make available to the shareholders, in accordance with article 123 par. 3 of Law 4548/2018, the draft resolutions for the items included in the initial or revised agenda, at least six (6) days before the General Meeting, provided the relevant request is received by the Board of Directors at least seven (7) days before the General Meeting.
b) Following a request from any shareholder submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide to the General Meeting the requested specific information on the Company’s affairs, to the extent that this information is useful for the actual assessment of the items on the agenda. The Board of Directors may refuse to provide such information on reasonable grounds, which must be recorded in the minutes. The Board of Directors may provide a single response to multiple shareholders’ requests with the same context. No obligation to provide information exists where the requested information is already available on the Company’s website, especially in a Q&A format.
c) Following a request of shareholders representing 1/10 of the paid-up share capital, submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide to the General Meeting information on the progress of corporate affairs and the financial position of the Company. The Board of Directors may refuse to provide such information on reasonable grounds, which must be recorded in the minutes. The same deadlines apply in relation to the exercise of any minority shareholders’ rights in the event of adjourned General Meeting.
In all the above-mentioned cases, the requesting shareholders must provide proof of their shareholding status and, except for the case in point (b) above, the number of shares they hold, at the time of exercise of the relevant right. The shareholder’s status is verified by all legal means and in any case through the updates the Company receives from the “Hellenic Central Securities Depositary S.A.” as mentioned above.
D. Questions
Shareholders or their proxies, who participate in the Annual General Meeting via teleconference as mentioned above, will be able to submit their questions during the meeting on the items of the agenda.
In any case, for optimal preparation of the General Meeting, shareholders may send in advance and in writing their questions, to the Shareholder Services & Corporate Announcements Department by e-mail at [email protected], or [email protected], or by fax: 210-6302987, 210-6302986 no later than Wednesday 24th June 2026 at 12:00.
E. Available Documents and Information
The present invitation, the documents to be submitted to the Annual General Meeting, the draft resolution for each item on the agenda, the outstanding total number of shares and voting rights on the date of the invitation, the proxy appointment and proxy revocation forms, the postal voting form, the remote participation form and any additional information as stipulated by Article 123 paragraphs 3 and 4 of Law 4548/2018 can be assessed electronically on the official website of the Company (www.helleniqenergy.gr).
Shareholders can also contact the Shareholder Services & Corporate Announcements Department daily from 9.00 to 17.00 (tel. +302106302979, +302106302980, fax: +30210 6302987, +302106302986/ email addresses [email protected], or [email protected]) for any query they have or information they need.
Shareholders are kindly encouraged to monitor the Company’s official website (www.helleniqenergy.gr) for any future updates pertaining to the forthcoming Annual General Meeting.
Maroussi, 3 June 2026
By order of the Board of Directors
Spilios Livanos
CHAIRMAN OF THE BOARD OF DIRECTORS