I N V I T A T I O N

to the shareholders of the société anonyme under the registered name

and the distinctive title «ELLAKTOR S.A.» (the «Company»)

General Commercial Register No.: 251501000 (SA Reg. No: 874/06/Β/86/16)

to the Annual Ordinary General Assembly

Pursuant to the Law and the Company's Articles of Association and following a decision of its Board of Directors adopted at its meeting of 10^th of May 2024, the Shareholders of the Company are invited to an Annual Ordinary General Assembly, which will be held on Friday, May 31^st, 2024, at 11:00 a.m.

The BoD of the Company, decides, in accordance with the procedures set out in this Invitation and according to the Article 125 of the Law 4548/2018, as in force, the par. 3 of the Article 16 of the  Company's Articles of Association, the Annual Ordinary General Assembly as well as any Reiterative Meeting to be held by electronic means but also with the physical presence of shareholders, who will have the opportunity to participate in it and exercise their voting rights either remotely, via a real time teleconference, or with the physical presence of shareholders at the venue, in person or by proxy.

More specifically, the Company points out that:

(a) Remote participation in the meeting is possible through audiovisual and electronic means (teleconference), as well as remote voting either before or during the meeting, according to the provisions of this invitation.

(b) Participation of the shareholders in the general meeting is possible by person or through representative who shall vote in accordance with the shareholder's written instructions. For the restriction to the minimum necessary of the number of individuals which shall be present at the place of the meeting at the Company's premises, the Company has indicated specific persons among its employees, which shareholders may authorize to represent them and vote on their behalf in the meeting in accordance with their instructions. Shareholders wishing to make use οf the relevant possibility, are kindly requested to contact Investor Relations at (+30) 210 818 5078 and 210 8185076 or by email IR@ellaktor.com. 

ITEMS ON THE AGENDA

1. Submission for approval of the Annual Financial Report (Company and Group) for the financial year 01.01.2023 - 31.12.2023, which includes the Standalone and Consolidated Annual Financial Statements along with the relevant Reports, including the Non-Financial Report, the Corporate Governance Statement and the Declarations of the Board of Directors and the Statutory Auditor. Approval of the profit appropriation for the year 01.01.2023 - 31.12.2023.
2. Presentation by the Chairman of the Audit Committee, of the Annual Activity Report for the financial year 2023.
3. Submission by the independent non-executive Board members to the Shareholders' General Meeting of their joint report, pursuant to article 9 par. 5 of law 4706/2020.
4. Approval of the overall management that took place during the financial year 01.01.2023 - 31.12.2023, pursuant to Article 108 of Law 4548/2018 and release of the certified auditors from liability for the financial year 01.01.2023 - 31.12.2023, in accordance with Article 117 par. 1 case (c) of Law 4548/2018.
5. Submission for discussion and adoption by the General Meeting of the Remuneration Report of Article 112 of Law 4548/2018 for the financial year 2023.
6. Election of an Audit Firm for the statutory audit of the standalone and consolidated financial statements of the Company and the provision of the tax certificate of the financial year 01.01.2024 - 31.12.2024 and review of the interim financial statements of the same financial year and determination of their fee.
7. Offsetting of the account "Share premium account" with accumulated accounting losses of the Company amounting to €55,458,750.84 in the account "Retained profit or loss" according to article 35 par. 3 of Law 4548/2018, as in force.
8. Distribution of part of Other Reserves formed from already taxed profits of previous years, to members of the Board of Directors, executives and employees. Authorisation to the BoD.
9. Increase of the Company's Share Capital by the amount of €174,096,002.50, by capitalization of part of the account "Share premium account" and increase of the nominal value of each share by the amount of €0.50 (fifty cents) - Authorisation to the BoD.
10. Reduction of the Company's Share Capital by the amount of €174,096,002.50, by reducing the nominal value of each share by the amount of €0.50 (fifty cents) and returning the amount of the Share Capital reduction to shareholders by cash payment - Authorisation to the BoD.

11.   Amendment of article 5 of the Company's Articles of Association.

12.   Establishment of a plan of shares free of payment, owned by the Company, to executive members of the Board of Directors, and/or senior executives, and/or the staff of the Company, as well as its affiliated companies within the meaning of article 32 of Law 4308/2014, in accordance with article 114 of Law 4548/2018 as in force. Granting specific authorization to the Board of Directors to decide on the determination of the beneficiaries and any other terms of the share distribution pursuant to Art. 114 of Law 4548/2018 as in force.

13.   Grant of permission, pursuant to Article 98 of Law 4548/2018, to Company Directors and Managers to participate in the Board of Directors or in the management of subsidiary and affiliated Group companies, as well as in legal entities in which the Company or Group companies hold(s) a direct or indirect participation and which are engaged in objects similar or related to those of the Company.

14.   Various announcements.