MEDICON HELLAS S.A

INVITATION TO GENERAL MEETING

INVITATION 

(drafted in accordance with article 121 par. 4 of Law 4548/2018) 

OF THE SHARES OF THE SOCIÉTÉ ANONYME UNDER THE NAME

"AUTOMATIC ANALYZERS - DIAGNOSTIC REAGENTS AND PRIVATE DIAGNOSTIC LABORATORIES MEDICON HELLAS S.A." 

No. G.C.R.I. 414401000

                                                (former S.A. No. 16439/06/B/88/24)             

AT THE ANNUAL ORDINARY GENERAL MEETING ON JUNE 30, 2026

 

The Board of Directors of the Company under the name "AUTOMATIC ANALYZERS - DIAGNOSTIC REAGENTS AND PRIVATE DIAGNOSTIC LABORATORIES MEDICON HELLAS SOCIETE ANONYME" invites in accordance with the Law and the Articles of Association, the Shareholders of the Company to an Annual Ordinary General Meeting, to be held on Tuesday (30th) of June 2026, at 14:00 p.m.,  at the Company's headquarters (5–7 Meliton Street, Gerakas, Attica, 1st floor), for discussion and decisions on the following agenda items:

AGENDA ITEMS

1] Submission and approval of the Annual Financial Statements (Separate and Consolidated) of MEDICON HELLAS S.A. for the fiscal year 2025 (01.01.2025–31.12.2025), following the submission, hearing and approval of the Annual Report of the Board of Directors and the Audit Report of the Statutory Auditors thereon.

2]             Approval of the distribution of profits for the fiscal year 2025 (01.01.2025 - 31.12.2025) and distribution of dividend from profits for the fiscal year 2025 (01.01.2025 - 31.12.2025) and provision of relevant authorization to the Board of Directors.

3]            Approval of the overall management of the Board of Directors for the fiscal year 01.01.2025 - 31.12.2025 in accordance with article 108 of Law 4548/2018 and discharge of the Company's Auditors from any liability for compensation for the activities of the fiscal year 2025, as well as for the annual financial statements of the said fiscal year in accordance with article 117 par. 1 case c of Law 4548/2018.

4]            Submission for discussion and voting by the Annual Ordinary General Meeting of the Remuneration Report for the fiscal year 01.01.2025 - 31.12.2025 in accordance with article 112 of Law 4548/2018, as in force. 

5]            Approval of the paid fees, salaries and compensations of the members of the Board of Directors of the Company, the Audit Committee and the Executives for the fiscal year 01.01.2025 - 31.12.2025 in accordance with article 109 of Law 4548/2018. 

6]            Approval of contracts, approval and pre-approval and determination of salaries, remuneration and compensations to be paid during the fiscal years 2026-2027 to the members of the Board of Directors, the Audit Committee and the Executives as well as the granting of permission for advance payment of remuneration to the above persons for the period until the next Ordinary General Meeting in accordance with articles 109 and 117 of Law 4548/2018

7]             Granting approval - permission for the conclusion of employment contracts or mandate of the company with members of its Board of Directors and setting a maximum limit of their remuneration. 

8]            Submission and presentation of the Annual Report of the Audit Committee for the fiscal year 2025 (01.01.2025 - 31.12.2025).

9]            Election of an Auditing Company for the Regular Audit of the Financial Statements (Separate and Consolidated) of MEDICON HELLAS S.A., in accordance with the International Financial Reporting Standards, for the fiscal year 01.01.2026 - 31.12.2026 and determination of this remuneration.

10]         Granting permission in accordance with article 98 par. 1 of Law 4548/2018, as in force, to the members of the Board of Directors and the Company's managers to participate in the Boards of Directors or in the management of the subsidiaries, affiliates and affiliated companies of the Group, which pursue similar and/or similar purposes. 

11]         Submission to the General Meeting of the Report of the Independent Non-Executive Members of the Board of Directors in accordance with article 9 par. 5 of Law 4706/2020 as in force.

12]         Election of a new Board of Directors and appointment of its independent members following the relevant recommendation of the Committee for the Remuneration and Nomination of Members of the Board of Directors. 

13]         Determination of the type of the Audit Committee, its composition (number of members and their capacities) and its term  of office.

14]         Election of a new Audit Committee.

15]         Determination of the composition of the remuneration and nomination committee in accordance with the provisions of article 10 par. 2 of Law. 4706/2020

16]         Various topics and announcements.

According to articles 121 par. 4, 124 and 128 of Law 4548/2018, as currently in force, the Company informs the shareholders of the following: 

A. RIGHT TO PARTICIPATE AND VOTE 

Each share confers the right to one (1) vote. Any person who appears as a shareholder in the records of the Dematerialized Securities System (DSS) of the Société Anonyme under the name "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A.", in which the transferable securities (shares) of the Company are held or the person identified as such on the basis of the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018,  Law 4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Regulation of Operation of the Hellenic Central Securities Depository (Government Gazette B' 1007/16.3.2021). 

 The shareholder capacity must exist on 25.06.2026 (record date), i.e. at the beginning of the fifth (5th) day before the day of the Annual Ordinary General Meeting of 30.06.2026. The proof of shareholder status can be made by any legal means and in any case on the basis of information received by the Company from the central securities depository,  provided that it provides registry services or through the participating and registered intermediaries in the central securities depository in any other case. With respect to the Company, it is considered that only the person who holds the capacity of shareholder on the respective record date has the right to participate and vote at the annual Ordinary General Meeting. It is noted that the exercise of these rights (participation and voting) does not require the blocking of the beneficiary's shares or the observance of any other similar procedure, which limits the possibility of their sale and transfer during the period between the registration date and the date of the annual Ordinary General Meeting. 

 

B. MINORITY RIGHTS OF SHAREHOLDERS 

(a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors of the Company is obliged to include additional items on the agenda of the annual Ordinary General Meeting, if the relevant request is received by the Board of Directors by 15.06.2026, i.e. at least fifteen (15) days prior to the annual Ordinary General Meeting. The request for the inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved by the General Meeting and the revised agenda is published in the same way as the previous agenda, on 17.06.2026, i.e. thirteen (13) days prior to the date of the annual Ordinary General Meeting and at the same time it is made available to the shareholders on the Company's website (see below), together with the justification or the draft decision submitted by the shareholders in accordance with the provisions of article 123 par. 4 of Law 4548/2018. 

(b) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors makes available to the shareholders in accordance with the provisions of article 123 par. 3 of Law 4548/2018, no later than 24.06.2026, i.e. at least six (6) days prior to the date of the annual Ordinary General Meeting, draft decisions on items included in the initial or any revised agenda, if the relevant request is received by the Board of Directors by 23.06.2026, i.e. at least seven (7) days before the date of the annual Ordinary General Meeting

(c) Following a request by any shareholder submitted to the Company by 25.06.2026, i.e. at least five (5) full days prior to the annual Ordinary General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific information on the Company's affairs, to the extent that it is relevant to the items on the agenda. There is no obligation to provide information.  when the relevant information is already available on the Company's website, in particular in the form of questions and answers. Also, at the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to announce to the General Meeting the amounts paid to each member of the Board of Directors or the Company's directors during the last two years, as well as any benefit to these persons for any reason or contract between the Company and them. In all the above cases, the Board of Directors may refuse to provide the information for a sufficient essential reason, which is recorded in the minutes. 

(d) Following a request by shareholders representing one tenth (1/10) of the paid-up share capital, which is submitted to the Company by 25.06.2026, i.e. at least five (5) full days prior to the annual Ordinary General Meeting, the Board of Directors is obliged to provide the General Meeting with information on the course of corporate affairs and the Company's financial situation. The Board of Directors may refuse to provide information on a sufficient essential reason, which shall be recorded in the minutes. 

(e) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the vote on an item or items of the agenda is carried out by open vote. 

In all the above cases, the applicant shareholders must prove their shareholder status and, except in the case of the first subparagraph of paragraph 6 of article 141 of Law 4548/2018, the number of shares they hold during the exercise of the relevant right. The proof of shareholder status can be made by any legal means and in any case on the basis of information received by the Company from the société anonyme under the name "Hellenic Central Securities Depository" (E.L.K.A.T.), provided that it provides registry services or through the participating and registered intermediaries in the central securities depository in any other case. 

  

C. PROCEDURE FOR THE EXERCISE OF THE RIGHT TO VOTE BY PROXY 

The shareholder participates in the annual Ordinary General Meeting and votes either in person or by proxy. Each shareholder may appoint up to three (3) representatives. Legal entities participate in the General Meeting by appointing up to three (3) natural persons as their representatives. However, if the shareholder holds shares of the Company, which appear in more than one securities account, this restriction does not prevent such shareholder from appointing different proxies for the shares appearing in each securities account in relation to the General Meeting. A proxy acting for more than one shareholder may vote differently for each shareholder.

The shareholder's representative is obliged to notify the Company, before the commencement of the meeting of the Ordinary General Meeting, of any specific event, which may be useful to the shareholders for the assessment of the risk that the proxy will serve interests other than the interests of the represented shareholder. For the purposes of this paragraph, a conflict of interest may arise in particular where the representative:

(a) is a shareholder who exercises control of the Company or another legal person or entity controlled by such shareholder;

(b) is a member of the Board of Directors or in general of the management of the Company or of a shareholder who exercises control of the Company or of another legal person or entity controlled by a shareholder who exercises control of the Company;

(c) is an employee or auditor of the Company or of a shareholder who exercises control of the Company or of another legal person or entity controlled by a shareholder, who exercises control of the Company;

(d) is a spouse or first-degree relative of one of the natural persons referred to in the above cases (a) to (c).

The appointment and revocation or replacement of the shareholder's representative or representative shall be made in writing and submitted to the Company in the same forms, at least forty-eight (48) hours prior to the date of the annual Ordinary General Meeting.

The Company has made available on its website (www.mediconsa.com) the form it uses for the appointment of a proxy. This form is submitted completed and signed by the shareholder to the Company's Investor Services Department in Gerakas, Attica, 5-7 Meliton Street, or sent by fax to 210-6612666 at least forty-eight (48) hours prior to the date of the annual Ordinary General Meeting. 

The beneficiary shareholder is requested to ensure the confirmation of the successful dispatch of the proxy appointment form and its receipt by the Company, by calling, during working days and hours, at 210-6606129.

 

D. DOCUMENTS AVAILABLE 

The full text of the draft decisions and any documents provided for in article 123 par. 4 of Law 4548/2018 will be available in paper form at the offices of the Company's headquarters (Gerakas, Attica, 5-7 Meliton Street). 

 

E. AVAILABLE INFORMATION 

The information in par. 3 and 4 of article 123 of Law 4548/2018 will be available in electronic form on the Company's website www. mediconsa.com. 

Gerakas, Attica, June 3, 2026

By order of the Board of Directors

THE CHAIRMAN OF THE BOARD OF DIRECTORS & CEO

SPYRIDON DIMOTSANTOS