Ellactor: References to alleged new AMK are non-existent rumors

“The references to the allegedly new Share Capital Increase are non-existent rumors and do not correspond to reality”, notes ELLAKTOR SA. in response to a relevant question from the Hellenic Capital Market Commission.

In detail, the company, in response to a relevant question of the Hellenic Capital Market Commission (reference no. 2566 / 4.11.2021), informs the investing public about the following:

Following successive and coordinated publications by a specific section of the Press, which contain completely non-existent rumors, targeting ELLAKTOR SA. (“Company”) and threatening the members of its Board of Directors, the Company, in order to restore the truth, informs the investing public about the following issues.

(a) The references to a supposedly new Share Capital Increase are non-existent rumors and do not correspond to reality. The Company declares that it has not decided and is not imminent to take a decision to increase its Share Capital and therefore refutes the reports regarding Share Capital Increase with the participation of specific investors. In any case, the Management of the Group always examines the best business moves in order for the smooth operation and the interest of the Company and will inform the Investing public if a reason arises in accordance with the law.

(b) With the decision of the Ordinary General Meeting of the Shareholders of the Company dated 22.06.2021, the extraordinary Increases of its Share Capital, ie increases up to three times the share capital on the date of the relevant decision of the General Meeting that granted this authority to Board of Directors, can now be implemented directly by the Board of Directors of the Company. Therefore, they are not the subject of discussion, consensus or negotiation with any shareholder, and therefore neither with shareholders Greenhill Investments Limited (“Greenhill”) and Kiloman Holdings Limited (“Kiloman”), who act in a coordinated, percentage-based manner of their statements from 15.10.2021 and 19.10.2021, which amounts to 29.78%. It is worth mentioning, however, that in this publication reference is made to a participation rate of 31.2%, ie 1.42% in addition to the published percentage.

(c) Regarding the adequacy of working capital following the increase of share capital by 120.5 million euros, the Company in the recent Prospectus and specifically in section 4.1.3 “Statement for the Sufficiency of Working Capital” has “Regarding the adequacy of the Group ‘s working capital, the Company’ s Management states that in its view, the working capital is sufficient to finance the Group ‘s current activities for the next twelve (12) months from the date of approval of the Information. “. The above statement is valid as mentioned in the Prospectus. In the context of evaluating the structure of its balance sheet, the Company, on a regular basis, evaluates and re-evaluates all available alternatives to improve its capital structure based on the possibility of financing development activities, new investments and activities, repayment of loans, etc. .

(d) The Management of the Company operates on the basis of business planning committed to the restructuring and consolidation of the Company with the ultimate goal of regaining its competitive dynamics and strategic position. In this context, the Construction Sector focuses strategically on the markets of Greece and Romania and selectively on Qatar (Facility Management), aiming, gradually, at the complete disengagement from loss-making activities.

(e) Following a disciplined policy, the construction arm of the Company participates, at the absolute discretion of the Management, in tenders according to the internal profitability criteria it has set. Therefore, the Management has already announced that it will participate in projects that it deems necessary to claim both at the operational and financial level, provided that certain technical and economic criteria are met.

(f) Regarding the reports of alleged difficulty in securing bank financing and issuing letters of guarantee, the Company informs that, following the successful implementation of the recent share capital increase of € 120.5 million at the beginning of August 2021, no issue of rejection of a request for financing by a banking organization throughout the Group! In addition to the above, the Company points out that the Business Sectors of the Group maintain excellent cooperation with the financial institutions of Greece and abroad, remaining in constant contact with them, to finance their development activities. All loan obligations, both at Group and subsidiary level, are serviced smoothly and uninterruptedly by capital and interest.

Specifically, in the part of the issuance of Letters of Guarantee, there is a gradual restoration of the trust of the banking system, broken by the actions of the previous Management.

It is recalled that at the time of assumption of duties by the current Administration, there were 5.4 million euros overdue debts from the supply of letters of guarantee of the Construction Sector.

The Management of the Company now maintains a systematic channel of communication with the Management of the banks, with the aim of continuous, systematic and transparent information on the course of operations.

An independent consulting firm has been assigned to prepare a thorough business plan for the next 3 years.

It is worth mentioning that, as shown by the published financial data, all other Business Sectors of the Group (Concessions – Environment – RES – Real Estate Management) are growing at a healthy pace of sales growth and operating profitability, have sufficient liquidity and are in constant demand. opportunities for the further profitable development of their activities.

(g) The existing Board of Directors of the Company was elected according to:

the decision of the Extraordinary General Meeting of Shareholders of the Company dated 27.01.2021 (with postponement of the meeting of 07.01.2021), in the framework of which the Shareholders’ Body elected Georgios Mylonogiannis, Aristides Xenofos, Dimitrios Kondizos, Athena Hatzartis Executive Member and Constantino Toumpouro, Independent Non-Executive Member, as constituted in a body at the same chronology,

the decision of the Board of Directors dated 21.05.2021 on its reconstruction into a House following the election of Mr. Efthymios Bouloutas to replace the resigned Mr. Dimitrios Kondylis and

the decision of 22.06.2021 of the Ordinary General Meeting of Shareholders of the Company in the framework of which two additional new members were elected and specifically Mrs. Ioanna Dretta and Mrs. Eugenia Livadarou (Independent Non-Executive), as it was further reorganized into a House, during its meeting on the same chronology.

We confirm that all independent non-executive members of the Board of Directors, as mentioned above, meet the conditions of independence of article 4 of law 3016/2002, as well as no. 9 of Law 4706/2020, as in force, from the date of their election until today.

In this regard, we confirm that the composition of the Audit Committee is in accordance with the provisions of article 44 of Law 4449/2017, as in force, as its members, including the President meet the conditions of independence in accordance with the provisions of no. 4 Law 3016/2012, the date of their election and until today.

(h) Regarding the issue of the management of possible conflict of interest situations, we inform that the Company fully complies with the applicable regulatory framework and in addition has been launched for approval by the Board of Directors of ELLAKTOR SA. within November 2021, a proposal for a conflict of interest policy as an Annex to the Company’s Rules of Procedure, which includes a comprehensive system of procedures for preventing and dealing with potential conflict of interest situations in accordance with applicable law. After its approval, the text of the policy will be posted on the official website of the company.

(i) At this point the Company would like to inform the investing public that as of January 26, 2021, the Company has received from shareholders Greenhill and Kiloman, at least twenty (20) out-of-court settlements as well as four (4) lawsuits with an equal number of claims. precautionary measures, accompanied by corresponding requests for interim injunction which have been rejected in their entirety by the competent Greek Courts. This is a desperate attempt to weaken and disorient the current Management from its main goal, which is none other than the operational consolidation and recovery of the Company from the proven mismanagement of the previous Management, against which legal and related cases are pending.

We remind you that the last request of the shareholder Greenhill against the Company for the suspension of the decisions of the Ordinary General Meeting from June 22, 2021, was rejected by the Single Member Court of First Instance of Athens following the previous rejection on August 4, 2021 of the application for temporary application. theme. It is pointed out that this is the fourth time that legal actions against decisions of the Company’s Management by the specific shareholder are rejected by Greek Courts.

A Group is not governed by rumors and publications but by business strategy, dedication to the goal and projects. It is clear that the numerous misleading publications demonstrate a persistent effort with the ultimate goal of defaming the Shareholders of the Group and the members of the Management, undermining and questioning its work, creating internal instability and conflicts as well as misleading the investing public and of public opinion.

The Management of the Group will continue to respond to all the above with projects following transparent procedures in full harmonization with the principles of Corporate Governance and always with a view to the creation of share value. It will remain outside this context of conflict with absolute confidence in the competent authorities and bodies that they will judge and seek responsibility on the basis of substantive facts and actions and not on the basis of rumors and statements to reveal the grid of opacity and the real goals of Greenhill and close associates. of. However, the Company declares that it will defend in any case its interests, as well as the interests of its shareholders and employees, in any legal way, if they are affected.

The days and practices of the Management of the period 2018-2020, which is the real culprit of the impasse, the dramatic shrinkage of the Company and its exclusion from Bank Lending, which threatened the positions of 7,500 employees have passed. The executives who led the Company from a turnover of 1.857 million euros in 2018 to 892 million euros in 2020, ie a drop of more than 50%, and especially the AKTOR construction sector from 1.483 million euros in 2018 to 499 million euros in 2020 , ie a drop of 66%, leak accusations of alleged shrinkage of the Group at the moment of attempting to stabilize sales and a significant increase in operating profit margins (EBITDA).

Messrs. D. Bakos, I. Kaimenakis and A. Exarchou (Greenhill and Kiloman) have chosen an aggressive strategy and an incoherent tactic through publications, complaints and legal aid to satisfy individual interests and wounded egos, completely disregarding the corporate interest. of their actions to the employees and shareholders of the Group.

These practices are not going to detune or disorient the new Management of the Company from the vision of creating a new, modern, competitive and steadily developing Group.