INVITATION
TO THE SHAREHOLDERS OF THE PUBLIC COMPANY
“UNIBIOS HOLDINGS S.A.”
REGISTRATION NO. 6031/06/B/86/101
GEMI No. 000232101000
By resolution of the Board of Directors dated 20 July 2026, and pursuant to Law 4548/2018 and the Company’s Articles of Association, the Shareholders of the public limited company under the name “UNIBIOS HOLDINGS S.A.” are invited to attend the Ordinary General Meeting on Wednesday, 9 September 2026 at 14:00 hrs, at the company’s registered office located in Fyli, Attica, 1st and 18th Street, BIOPA Ano Liosia, Postal Code 13341, to discuss and decide on the following agenda:
AGENDA
1. Submission and approval of the Company's Annual Separate and Consolidated Financial Statements for the financial year ended 31 December 2025 (1 January 2025 – 31 December 2025), together with the relevant Report of the Board of Directors and the Independent Auditor's Report. Resolution on the appropriation of the Company's profits, if any.
2. Approval of the overall management of the Company by the Board of Directors in accordance with Article 108 of Law 4548/2018, as in force, and discharge of the Independent Certified Auditors from any liability for compensation in respect of the financial year from 1 January 2025 to 31 December 2025.
3. Approval of the remuneration and compensation of the members of the Board of Directors for the 2025 financial year; approval of the employment of Board members under employment contracts; approval of remuneration paid to Board members based on their special relationship with the Company; approval of the remuneration disclosed in the Company's Remuneration Report; and pre-approval of the remuneration and compensation of Board members for the 2026 financial year.
4. Appointment of the Audit Firm to conduct the statutory audit of the Company's Financial Statements for the 2026 financial year, in accordance with applicable legislation, and determination of its remuneration.
5. Granting of permission pursuant to Article 98(1) of Law 4548/2018, as in force, for members of the Company's Board of Directors and its managerss to participate on the boards of directors, management bodies or governing bodies of other affiliated companies within the Group.
6. Submission for discussion and advisory vote of the Board of Directors' Remuneration Report for the financial year 1 January 2025 – 31 December 2025, in accordance with Article 112(3) of Law 4548/2018, as in force.
7. Granting of special approval pursuant to Article 100 of Law 4548/2018, as in force, to persons referred to in Article 99(2) of Law 4548/2018 for the conclusion of agreements with the Company and its subsidiaries.
8. Submission of the reports of the independent members of the Board of Directors, as provided for in Article 9(5) of Law 4706/2020. Submission of the Audit Committee Activity Report for the 2025 financial year, pursuant to Article 44(1) of Law 4449/2017. Approval of such reports and discharge of their authors.
9. Proposal to reduce the Company's share capital by reducing the nominal value of each share, pursuant to Article 29 of Law 4548/2018, for the purpose of making a distribution to shareholders.
10. Proposal to increase the Company's share capital through the capitalization of reserves under Article 4(4a) of Law 2190/1920 by increasing the nominal value of the shares.
11. Amendment of the Company's Articles of Association to revise Article 5 concerning the amount of the share capital deposited in accordance with the resolutions adopted by this General Meeting.
12. Approval of a new two-year Share Buyback Program, commencing upon the expiration of the existing Program, covering the period 1 January 2027 – 31 December 2028.
13. Authorization of the Board of Directors, pursuant to Article 71(1)(b) in conjunction with Article 24(1)(b) of Law 4548/2018, for a period of five (5) years, to resolve, by a majority of at least two-thirds (2/3) of its members, to issue a convertible bond loan in an amount not exceeding three times the Company's paid-up share capital as of today. The Board shall also be authorized to allocate the convertible bonds with limitation or exclusion of shareholders' pre-emptive rights, in accordance with Article 27(4) of Law 4548/2018.
14. Authorization of the Board of Directors, pursuant to Article 24(1)(b) of Law 4548/2018, for a period of five (5) years, to resolve, by a majority of at least two-thirds (2/3) of its members, on an extraordinary increase of the Company's share capital through the issuance of new shares, in an amount not exceeding three times the Company's paid-up share capital as of today. The new shares may be issued at a price higher than the prevailing stock exchange price at the time the pre-emptive rights are detached. The Board shall also be authorized to allocate such shares with limitation or exclusion of shareholders' pre-emptive rights in accordance with Article 27(4) of Law 4548/2018.
15. Approval of deviations in the use of funds raised, in accordance with Article 22(3) of Law 4706/2020.
16. Other business and announcements.
In the event that the required quorum is not achieved at the Ordinary General Meeting scheduled for 9 September 2026, the Board of Directors, by the same resolution, invites the Company's shareholders to attend a Repeat Ordinary General Meeting, with the same agenda items, or those items for which no resolution could be adopted, at the Company's registered offices (1st and 18th Streets, VIOPA Ano Liosia Industrial Park, Fyli, Attica, Postal Code 13341), on Wednesday, 16 September 2026, at 2:00 p.m.
Pursuant to Articles 121(4), 124, and 128 of Law 4548/2018, as applicable, the Company informs its shareholders of the following:
A. RIGHT TO PARTICIPATE & VOTE
Each share entitles its holder to one vote. Participation and voting in the General Meeting are reserved for those recorded as shareholders in the electronic securities system (SAT), administered by “HELLENIC CENTRAL SECURITIES DEPOSITORY S.A.”, where the Company’s securities are maintained. Shareholder status is evidenced either by written confirmation from the said operator or, alternatively, by direct electronic linkage between the Company and their records. Shareholder status must exist on September 4 2026 (Record Date), i.e. at the start of the fifth business day prior to the General Meeting of Wednesday 9 September 2026. The same Record Date would apply to the Second Meeting of 16 September 2026 in case quorum is not reached initially. Shareholders who fail to submit a written or electronic appointment of a proxy at least 48 hours prior to the meeting can still participate—unless the General Meeting validly refuses their participation for a serious reason. Shareholders’ identity is certified via the aforementioned operator, and the same deadlines apply even in the case of legal entity representation. No blocking (“freeze”) of shares is required to exercise participation or voting rights.
B. MINORITY SHAREHOLDER RIGHTS (Article 141 of Law 4548/2018)
(a) Shareholders representing at least 1/20th of paid-up capital may request the inclusion of additional items on the agenda of a General Meeting already convened, provided such request reaches the Board at least 15 days before the Meeting. The Board must announce or notify the added items at least 7 days before the Meeting, along with justification or draft resolution. The revised agenda must be published or otherwise made available 13 days before the Meeting and posted on the Company’s website. Failure to publish may entitle requesting shareholders to call the Meeting themselves at the Company's expense.
(b) Shareholders holding more than 1/20th of the capital may submit resolution proposals on items already on or added to the agenda. These must be received by the Board at least 7 days before the Meeting and made available to shareholders at least 6 days before.
(c) Shareholders may request specific information regarding Company affairs in relation to agenda items, submitted at least 5 full days before the Meeting. This obligation does not apply if the information is already available on the Company’s website especially in Q&A form. Shareholders (≥ 1/20th) also may request disclosure of amounts paid to Board members and executives over the last two years. The Board may refuse for a compelling reason, recorded in the minutes.
(d) Shareholders representing ≥ 1/10th of capital may request broader information regarding the Company’s affairs and financial position 5 full days before the Meeting; the Board may refuse for substantial reason, duly logged.
(e) Shareholders representing ≥ 1/20th may request postponement of decision-making during the Meeting, once only, to a date no more than 20 days later, which then continues the first Meeting without republishing the notice.
(f) Shareholders holding ≥ 1/20th may demand open voting on any agenda item.
In all above cases, requesting shareholders must prove their shareholder status and number of shares held at the time of the request, by legal means or via Company data from the Hellenic Central Securities Depository. More detailed information on minority rights and their exercise is available on the Company’s website www.unibios.gr.
C. VOTING BY PROXY
A Shareholder may attend and vote in the Meeting in person or through up to three (3) proxies. If shares appear in multiple securities accounts, the shareholder may appoint different proxies for the shares in each account as regards a particular Meeting. Granting of proxy is freely revocable. A proxy representing multiple shareholders may vote differently for each one. Proxies may be appointed for one or more Meetings and for a specified period. Proxies must follow any voting instructions given by the shareholder and retain them for at least one year from the date of the Meeting or its last reconvened session. Non-compliance by a proxy with voting instructions does not invalidate decisions of the General Meeting, even if their vote was decisive.
Before the Meeting begins, the proxy must inform the Company of any conflict of interest that might cause doubt about serving only the interests of the appointing shareholder. Conflicts may arise if the proxy is: (a) a controlling shareholder or controlled person/entity; (b) a Board or governing body member of the Company or such a shareholder; (c) an employee or statutory auditor of the Company or of a controlling shareholder; or (d) a spouse or first‑degree relative of persons in (a)–(c).
The appointment or revocation of a proxy must be submitted in writing or electronically at least 48 hours before the Meeting. Delivery may be made to the Company offices (Shareholder Services Department, 1st & 18th Street, BIOPA Ano Liosia, 13341, Attica) or via email ([email protected]) or fax (210‑3413050), with proof of receipt. Proxy documentation is available at the Company’s offices and at www.unibios.gr.
Information under Articles 123(3)–(4) of Law 4548/2018, such as the Notice for calling the Meeting, total number of shares and voting rights, proxy forms, documents to be submitted to the Meeting, draft decisions, and guidance on minority rights under Article 141 paragraphs 2,3,5,6,7 & 9, is available electronically at www.unibios.gr and in printed form at the Shareholder Services Department (Fyli, Attica, 1st & 18th Street, BIOPA Ano Liosia, 13341; Tel. 210‑6037030). Requests may be made per Article 123 of Law 4548/2018.
Fyli, 20 July 2026
FOR THE BOARD OF DIRECTORS
The President
Τέλος φόρμας