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Qualco Group S.A. — Proxy Solicitation & Information Statement 2026
Jun 11, 2026
10209_rns_2026-06-11_8445ce53-9b3e-4e5e-b477-9892e4712990.pdf
Proxy Solicitation & Information Statement
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QUALCO
Group
INVITATION
OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
THE SOCIETE ANONYME UNDER THE NAME "Qualco Group S.A."
with General Commercial Registry number: 182289601000 (hereinafter the "Company")
on Tuesday, June 30th, 2026, at 14:00.
Pursuant to Articles 120(3) and 125 of Law 4548/2018, as well as Articles 10 and 13 of the Company's Articles of Association, and following a decision of the Company's Board of Directors taken at its meeting on June 8, 2026, the shareholders of the Company are hereby invited to the Annual General Meeting on Tuesday, June 30, 2026, at 14:00 local time, which will be held electronically and without physical attendance via teleconference, as detailed below, with the following items on the agenda:
AGENDA ITEMS
- Submission for approval of the Annual Financial Report of the Company and the Group for the financial year 2025, including the Annual Financial Statements of the Company and the Group for the financial year 2025, together with the Board of Directors' Report and Statements, as well as the respective auditor's reports. Distribution of profits.
- Submission for information of the Audit Committee's annual activity report, in accordance with Article 44(1)(i) of Law 4449/2017, and its presentation to the shareholders by the Chair of the Audit Committee.
- Submission for information of the report of the independent non-executive members of the Board of Directors, in accordance with Article 9(5) of Law 4706/2020, and its presentation to the shareholders by the independent non-executive members of the Board of Directors.
- Approval of the overall management of the members of the Company's Board of Directors for the fiscal year 2025. Discharge of the chartered auditing and accounting firm from any liability for remuneration for the conduct of the fiscal year 2025.
- Submission for discussion and advisory vote on the 2025 Remuneration Report of the Members of the Board of Directors, in accordance with Article 112 of Law 4548/2018.
- Election of a new member of the Board of Directors and determination of their term of office.
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Approval of the payment of remuneration to members of the Board of Directors for the fiscal year 2025 and determination of remuneration until the Annual General Meeting of 2027, in accordance with Article 109 of Law 4548/2018.
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Appointment of a chartered auditing and accounting firm to audit the financial statements for the fiscal year from 01.01.2026 to 31.12.2026.
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Approval of the Long-Term Incentive Plan (LTIP), in accordance with Article 114 of Law 4548/2018.
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Other Announcements.
In the event that the quorum required by law and the Articles of Association is not met, and for this reason it is not possible to adopt resolutions on the items on the agenda, the Company's General Meeting of Shareholders will convene for a repeat meeting on 7 July 2026, Tuesday, at 14:00 local time, which will be held electronically and without physical attendance via teleconference as described below, without the publication of a new notice in accordance with Article 130 of Law 4548/2018.
Pursuant to Articles 120(3) and 125 of Law 4548/2018, as well as Articles 10 and 13 of the Company's Articles of Association, the Annual General Meeting of June 30, 2026, as well as any adjourned meeting thereof, will be held electronically and without physical attendance via teleconference in accordance with the procedure set forth in this invitation.
Pursuant to Article 121, paragraphs 3 and 4 of Law 4548/2018, the Company hereby informs its shareholders of the following:
I. Right to participate in the General Meeting
Any person who holds shares as of the start of the fifth (5th) day prior to the date of the initial meeting of the General Meeting i.e., as of the start of June 25, 2026 ("Record Date"). The aforementioned Record Date also applies in the event of a postponement of the meeting as described above. Proof of shareholder status may be provided by any lawful means. For the purposes of the Company, a shareholder entitled to participate in the General Meeting and exercise the right to vote is deemed to be the person registered as of the Record Date in the Dematerialized Securities System (DSS) of Euronext Securities Athens (ATHEXCSD), or who is identified as such based on the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the law (Law 4548/2018, Law 4569/2019, Law 4706/2020, and Regulation (EU) 2018/1212) as well as the Operating Regulations of Euronext Securities Athens (ATHEXCSD) (Government Gazette B//6249/31.10.2023).
Proof of shareholder status may be provided by any lawful means and, in any case, based on information received by the Company from Euronext Securities Athens (ATHEXCSD), provided it offers registry services, or through participating and registered intermediaries in the central securities depository, in all other cases. A shareholder may participate in the General Meeting based on confirmations or notifications under Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary, unless the meeting refuses such participation for a compelling
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reason justifying the refusal, in accordance with the applicable provisions (Article 19(1) of Law 4569/2018, Article 124(5) of Law 4548/2018).
The exercise of participation and voting rights at the General Meeting does not require the blocking of the beneficiary's shares or the observance of any other similar procedure, which restricts the ability to sell or transfer them during the period between the Record Date and the date of the General Meeting.
Legal entities participate in the General Meeting through their representatives in accordance with the provisions set forth in Section IV below. Legal entities must, within the deadline specified in Section IV below, submit their documents of incorporation in accordance with the law, unless these have already been filed with the Company, in which case it is sufficient to indicate in the proxy document where they have been submitted.
II. Procedure for participation and voting at the General Meeting, remotely in real time, via teleconference
In order for shareholders to participate and vote at the General Meeting on June 30, 2026, or at any adjourned meeting thereof, which will be held remotely via teleconference, they must complete the form “Declaration of Remote Participation in Real Time via Teleconference – Appointment of a Proxy for Participation in the Company’s Annual General Meeting of Shareholders on June 30, 2026.” By completing this form, the interested shareholder, on the one hand, declares their intention to participate in the General Meeting remotely by entering and must provide a valid email address on the aforementioned form, on the other hand, if they so desire, they may appoint a proxy to participate in the General Meeting on their behalf. The form is available to shareholders:
a. in paper form at the Company’s offices (66 Kifissias Avenue, Marousi, Athens, 15125), and
b. in electronic format on the Company’s website (https://qualco.group/shareholders-information/),
submitted completed and signed by the shareholder at the Company’s headquarters (66 Kifissias Avenue, Marousi, 15125, Attica) addressed to the Investor Relations & Shareholder Services Department or sent by email to [email protected] at least forty-eight (48) hours prior to the date of the General Meeting.
The beneficiary is requested to confirm the successful submission of the form in question and its receipt by the Company, and may, for this purpose, call the following telephone number: +30 210 4446093. Shareholders must ensure that the above information is accurate and fully up to date in the Euronext Athens Central Securities Depository (CSD), through the operator of the Securities Account where they hold their shares or through another custodian service provider.
After confirming the beneficiary’s shareholder status, the Investor Relations & Shareholder Services Department sends the shareholder or their representative an email (e-mail) to the e-mail address provided on the form in paragraph 1, instructions for following and/or participating in the voting process during the General Meeting
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To access the online platform, you will need a computer, smartphone, or tablet with a web browser installed and internet access.
Further instructions for participating in the General Meeting via teleconference are posted on the Company's website. Shareholders may contact the Investor Relations & Shareholder Services Department with any questions or for further information via email at [email protected] or by phone at +30 210 4446093, daily during business days and hours.
Shareholders should log in to the Online Platform at least fifteen (15) minutes before the start of the General Meeting, using the link sent to them via email.
During the voting process, the maximum number of shares held by each shareholder will be displayed for each item. The shareholder may, at their discretion, choose how to allocate their shares among the available options.
Shareholders participating in the General Meeting will be counted toward establishing a quorum and a majority and will be able to effectively exercise their rights during the General Meeting, in accordance with applicable law.
Specifically, shareholders who have logged into the online platform will be able to participate in the General Meeting via a link that will be sent to them by email. By activating the teleconference application via the link at the start of the General Meeting, shareholders will therefore be able to:
a) to follow the proceedings of the General Meeting,
b) to take the floor and address the General Meeting orally during the General Meeting, while at the same time, via the online platform, they will be able to:
- vote in real time during the General Meeting on the items on the agenda,
- receive updates regarding the recording of their vote.
A Shareholder's vote cast via the Online Platform is final and irrevocable, subject to technical issues affecting the proper functioning of the Platform.
After the conclusion of voting on the items on the agenda and the counting of votes, the Chairman will announce the results of the vote to the Shareholders.
III. PROCEDURE FOR REMOTE PARTICIPATION IN THE VOTE CONDUCTED PRIOR TO THE GENERAL MEETING BY MAIL-IN BALLOT
I. Pursuant to Article 13(2) of the Articles of Association and Article 126 of Law 4548/2018, shareholders are additionally granted the option to participate themselves or through their proxies remotely in the voting on the agenda items of the General Meeting to be held prior to
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the General Meeting by mail-in ballot. Specifically, shareholders who wish to participate remotely in the voting on the items of the General Meeting to be held prior to the general meeting may make use of this option:
(a) Either by exercising their voting rights prior to the General Meeting via the online platform on which they have previously created an account and successfully registered as described above, during the period from 26.06.2026 at 9:00 until 16:00,
(b) or by completing and submitting to the Company the "Mail-in Ballot Form," which the Company will make available on its website:
https://qualco.group/shareholdersinformation/
This form must be sent to the Company fully completed and signed by the person entitled to participate in the general meeting, in accordance with the specific instructions for completion, signing, and submission included therein, to the email address [email protected] with the subject line "Mail-in Voting Form – Annual General Meeting 06/30/2026" and, if it does not bear an electronic signature, the original must be sent to the Investor Relations & Shareholder Services Department at its offices at 66 Kifissias Avenue, Marousi, Athens, 151 25. The Company must receive the above Postal Voting Form via the above methods by 18:00 local time of 26.06.2026.
(c) or participate based on confirmations or notifications under Articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.
Shareholders who vote in accordance with the above prior to the general meeting are counted toward the quorum and majority only if the relevant votes have been received by 18:00 local time of 26.06.2026.
It is noted that shareholders wishing to appoint proxies to participate remotely in the voting on the items of the General Meeting to be held prior to the General Meeting may appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours prior to the date of the General Meeting, as specifically stated below. After this deadline, participation through a proxy in the voting to be held prior to the General Meeting will not be possible.
II. In the event that the quorum required by law and the Articles of Association for the discussion and decision-making on the above matters is not achieved, at the repeat Annual General Meeting on 07.07.2026, the right to participate in the General Meeting remotely by mail-in ballot must be exercised again in a vote to be held prior to the repeat General Meeting, using the same methods as those described above. The deadline for exercising the right to vote in this case, whether through the online platform or by submitting the postal vote form, is so that shareholders are counted toward the formation of a quorum and majority, no later than twenty-four (24) hours prior to the date of the repeat general meeting.
For any Repeat General Meeting on 07.07.2026, shareholders who did not appoint a proxy at the initial general meeting or shareholders who wish to replace the proxy they had appointed,
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in order to participate remotely in the voting to be held prior to the repeat general meeting, may appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours prior to the date of the Repeat General Meeting, as specifically stated above.
After this date, it will not be possible to participate through a proxy in the voting to be held prior to the Repeat General Meeting.
Shareholders are requested to ensure that the proxy appointment form and mail-in ballot have been successfully submitted and may call the following number for this purpose: +30 210 4446093 (Investor Relations & Shareholder Services Department).
IV. Exercising the right to vote through a proxy
Any person entitled to participate in the General Meeting as described above may also participate through proxies. Each person entitled to participate may appoint up to three (3) proxies. This limitation applies per securities account; that is, if a shareholder holds shares of the Company that appear in more than one securities account, this restriction does not prevent the shareholder from appointing up to three (3) proxies for the shares appearing in each securities account in connection with a specific general meeting. A proxy acting on behalf of multiple eligible participants may cast a different vote for each of them.
However, specifically for participation in the Annual General Meeting of June 30, 2026, or in its adjourned session without physical presence via teleconference, the shareholder or the Participant of the Securities Account in the DSS or another intermediary acting as the shareholder's custodian through whom the shareholder's shares are held, may appoint only one (1) proxy, following the procedure set forth in Section IV below. The grant of proxy is freely revocable.
A person entitled to participate may appoint a proxy for a single general meeting or for all meetings held within a specified period. The proxy shall vote in accordance with the instructions of the principal, if any, and shall retain the voting instructions for at least one (1) year, from the date of the general meeting or, in the event of its postponement, the last rescheduled meeting at which the proxy was exercised. The proxy's failure to comply with the instructions received does not affect the validity of the general meeting's resolutions, even if the proxy's vote was decisive in their adoption.
The proxy holder is required to disclose to the Company, prior to the commencement of the general meeting, any specific facts that may be useful to shareholders in assessing the risk that the proxy holder may serve interests other than those of the shareholder. For the purposes of this paragraph, a conflict of interest may arise in particular where the proxy:
(a) is a shareholder exercising control over the Company or another legal person or entity controlled by that shareholder,
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(b) is a member of the Board of Directors or the general management of the Company or of a shareholder exercising control over the Company, or of another legal person or entity controlled by a shareholder exercising control over the Company;
c) is an employee or auditor of the Company or of a shareholder exercising control over it, or of another legal person or entity controlled by a shareholder exercising control over the Company,
(d) is the spouse or a first-degree relative of one of the natural persons referred to in cases (a) through (c) above.
V. Notification of a representative or appointment of a representative or proxy or revocation thereof
The notification of a representative, the appointment of a representative or proxy, and the revocation thereof shall be made only in writing and submitted to the Company forty-eight (48) hours prior to the scheduled date of the General Meeting by submitting the document, signed and certified for the authenticity of the signature by the representative or Shareholder, to the Investor Relations & Shareholder Services Department at the Company's headquarters (66 Kifissias Avenue, Marousi, 15125, Attica) or, in the case of shareholders identified through intermediaries, via confirmations or notifications pursuant to Articles 5 and 6 of Regulation (EU) 2018/1212.
Upon receipt of the above information by the Company and based on the email address (email) and mobile phone number of the representative or proxy, as stated in the representative or proxy appointment form, the Company creates an account for the representative or proxy on the electronic platform, who will be notified via email to activate their account so that they may exercise their shareholder rights in accordance with the above.
If the person entitled to participate has not complied with the above requirements regarding the notification of a representative or the appointment of a representative or proxy and the submission of the relevant supporting documents to the Company, as set forth below, the person is entitled to participate in the General Meeting only upon authorisation by the General Meeting.
A proxy form for the appointment of a proxy and a proxy notification form that may be used by shareholders, as applicable, will be made available on the Company's website, https://qualco.group/shareholders-information/.
Those entitled to participate are requested to ensure that the proxy appointment form has been successfully submitted and received by the Company by calling the Investor Relations & Shareholder Services Department at +30 210 4446093.
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VI. Minority Rights of Shareholders
Pursuant to Article 141, paragraphs 2, 3, 6, and 7 of Law 4548/2018, shareholders have the following rights:
(a) Paragraph 2:
Upon request by shareholders representing one-twentieth (1/20) of the paid-in share capital, the board of directors is required to include on the agenda of a general meeting that has already been convened additional items, provided that the relevant request is received by the Board of Directors at least fifteen (15) days prior to the General Meeting, i.e., in this case, by 15.06.2026. The request to add additional items to the agenda must be accompanied by a justification or a draft resolution for approval at the general meeting, and the revised agenda must be published in the same manner as the previous agenda, thirteen (13) days prior to the date of the general meeting, i.e., in this case, by 17.06. 2026, and at the same time, it will be made available to shareholders on the Company's website, together with the justification or draft resolution submitted by the shareholders. The above will also be available as described below, under "AVAILABLE DOCUMENTS AND INFORMATION." If these matters are not published, the requesting shareholders are entitled to request the postponement of the general meeting, in accordance with Article 141, paragraphs 2 and 5 of Law 4548/2018, specifying in their request the date for the continuation of the meeting, which, however, may not be more than twenty (20) days from the date of the postponement, and to publish the notice themselves in accordance with the provisions of the second sentence of this paragraph, at the Company's expense.
(b) Paragraph 3:
Shareholders representing one-twentieth (1/20) of the paid-in share capital have the right to submit draft resolutions on matters included in the original or any revised agenda of the general meeting. The relevant request must be received by the Board of Directors at least seven (7) days prior to the date of the general meeting, i.e., in this case, by 23.06.2026, and the draft resolutions are made available to shareholders as described below, under the section titled "AVAILABLE DOCUMENTS AND INFORMATION," at least six (6) days prior to the date of the general meeting, i.e., in this case, from 24.06.2026.
(c) Paragraph 6:
Upon request by any shareholder, submitted to the Company at least five (5) full days prior to the general meeting, i.e., in this case no later than 24.6.2026, at 14:00 local time, the board of directors is required to provide the general meeting with the specific information requested regarding the Company's affairs, to the extent that such information is relevant to the items on the agenda. There is no obligation to provide information if the relevant information is already available on the Company's website, particularly in the form of questions and answers. In all of the above cases, the board of directors may refuse to provide the information for a
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sufficiently compelling reason, which shall be recorded in the minutes. Such a reason may be, depending on the circumstances, the representation of the requesting shareholders on the Board of Directors, in accordance with Articles 79 or 80 of Law 4548/2018. In the cases referred to in this paragraph, the board of directors may respond collectively to shareholder requests with the same content.
(d) Paragraph 7:
Upon a request by shareholders representing one-tenth (1/10) of the paid-in share capital, submitted to the Company at least five (5) full days prior to the general meeting, i.e., in this case, no later than 24.06.2026, at 14:00 local time, the board of directors is required to provide the general meeting with information regarding the progress of the Company's affairs and its financial condition. The board of directors may refuse to provide the information for a valid and substantial reason, which shall be recorded in the minutes. Such a reason may be, depending on the circumstances, the representation of the requesting shareholders on the Board of Directors, in accordance with Articles 79 or 80 of Law 4548/2018, provided that the respective members of the Board of Directors have received the relevant information in a sufficient manner.
In all of the above cases, the shareholder applicants must prove their shareholder status and, except in the case provided for in the first sentence of Article 141(6) of Law 4548/2018, the number of shares they hold at the time of exercising the relevant right. Proof of shareholder status may be provided by any legal means and, in any case, based on information received by the Company from the company named Euronext Securities Athens (ATHEXCSD), provided that it provides registry services, or through the participating and registered intermediaries in the central securities depository in all other cases.
More detailed information regarding the above minority rights and the terms for exercising them is available on the Company's website:
(https://qualco.group/shareholdersinformation/).
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VI. Available Documents and Information
The information referred to in Article 123, paragraphs 3 and 4 of Law 4548/2018, namely:
a. this invitation;
b. a notice regarding the total number of shares and the voting rights attached to the shares as of the date of this notice;
c. the forms to be used to exercise the right to participate in the general meeting and to vote through a representative or proxy, as well as a postal vote form for remote voting;
d. the full text of the documents to be submitted to the General Meeting hereby convened, the draft resolution on the proposed agenda items, as well as any draft resolutions proposed by shareholders exercising their minority rights;
e. the Company's annual financial report for the fiscal year 2025, the remuneration report, and the audit report on the remuneration report;
f. the report of the independent non-executive members of the Board of Directors, in accordance with Article 9(5) of Law 4706/2020;
g. the annual report of the Audit Committee, in accordance with Article 44(1)(i) of Law 4449/2017;
h. the Presentation of the Long-Term Incentive Plan (LTIP), in accordance with Article 114 of Law 4548/2018;
i. the Board of Directors' recommendation regarding the proposed new member of the Board of Directors to be elected, as well as their curriculum vitae;
j. the document regarding the exercise of minority rights;
k. the terms and conditions of the remote General Meeting of Shareholders;
l. the notice regarding the processing of personal data of shareholders and other participants in the remote General Meeting will be available in electronic format on the Company's website (https://qualco.group/shareholders-information/).
Interested shareholders may also obtain hard copies of the aforementioned documents by visiting the Investor Relations & Shareholder Services Department at the Company's offices at 66 Kifissias Avenue, Marousi, 15125, Attica, or by contacting the Investor Relations & Shareholder Services Department at +30 210 4446093.
Marousi, June 9, 2026
By order of the Board of Directors
Miltiadis Georgantzis
Executive Member of the Board of Directors and Group CEO
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