Intracom Constructions Societe Anonyme Technical and Steel Constructions : Invitation of the shareholders to the Ordinary General Meeting on the 19th July 2021

Invitation to the Ordinary General Meeting of Shareholders

of the Company named

"INTRACOM CONSTRUCTIONS TECHNICAL AND STEEL CONSTRUCTIONS SA"

Trade name: "INTRAKAT"

General Commercial Registry (GEMI) no: 000408501000

(SA Record no: 16205/06/B/87/37)

According to the provisions of Law and the Company's Articles of Association, by virtue of a decision made by the Board of Directors at its Meeting held on the 25th of June 2021, the Shareholders of the Company named "INTRACOM CONSTRUCTIONS TECHNICAL AND STEEL CONSTRUCTIONS SA", trade name: "INTRAKAT", are hereby invited to attend the Ordinary General Meeting to be held on Monday the 19th of July 2021, at 10:00 am hours, at the Municipality of Paiania Attica (19th km of Markopoulo Avenue, Building B7, 2nd floor), in order to discuss and decide on the following Agenda items:

AGENDA ITEMS:

1. "Submission and approval of the annual financial statements of the Company (including the consolidated financial statements) for the financial year 2020 (01.01.2020 to 31.12.2020), after the Reports of the Board of Directors and the Certified Auditor-Accountant".
2. "Submission of the Annual Report of the Audit Committee for the financial year 1/1/2020-31 /12/2020".
3. "Approval of the overall management of the Company by the Board of Directors during the financial year 2020, according to article 108 of Act No. 4548/2018 and release of the Certified Auditor-Accountant, from any liability for compensation for the audit of the year 2020, according to article 117 par. 1 (c) of Act No. 4548/2018".
4. "Election of Certified Auditors-Accountants for the audit of the financial statements, corporate and consolidated, of the financial year 1/1/2021- 31/12/2021, and determination of their remuneration".
5. "Amendment of the Company's Remuneration Policy, in accordance with article

1. of Act No. 4548/2018".

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1. "Discussion and voting on the salary report of article 112 of Act No. 4548/2018 for the year 2020".
2. "Granting permission, according to article 98 par. 1 of Act No. 4548/2018, to the members of the Board of Directors, and the Directors of the Company to participate in the Board of Directors or the management of the Company's subsidiaries and affiliates".
3. "Approval of the Policy on the Suitability of the Members of the Board of Directors according to article 3 par. 3 of Act No. 4706/2020".
4. "Election of a new Board of Directors of the Company and appointment of its independent non-executive members".
5. "Election of a new Audit Committee in accordance with article 44 of Act No. 4449/2017, as in force".
6. "Decisions regarding the merger by absorption, by the societe anonyme called "INTRACOM CONSTRUCTIONS SOCIETE ANONYME TECHNICAL and STEEL CONSTRUCTIONS" and the d.t. "INTRAKAT", of the societe anonyme called "GAIA ANEMOS SOCIETE ANONYME OF ENERGY AND TOURISTIC DEVELOPMENT" and the d.t. "GAIA ANEMOS SA", in accordance with the provisions of Act No. 4601/2019, Act No. 4548/2018 and Article 54 of Act No. 4172/2013 as well as the relevant provisions of the Athens Stock Exchange Regulation and in particular

1. submission and approval of the joint Draft Merger Agreement dated 11/6/2021,
2. submission and approval of the Report of the Board of Directors of the Company dated 11/6/2021, prepared based on article 9 of Act No. 4601/2019 and para. 4.1.3.13.3 of the Athens Stock Exchange Regulation,
3. submission and approval of the "Valuation report of article 17 of Act No, 4548/2018 and opinion on the reasonableness and fairness of the transaction in accordance with the provisions of article 10 of Act No. 4601/2019, as well as the article 4.1.3.13.3 of the Athens Stock Exchange Regulation in the context of a merger by absorption of GAIA ANEMOS SA from INTRACOM CONSTRUCTIONS SA" of the auditing firm "PKF Euroelengtiki SA Certified Public Accountants",

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1. submission and approval of the Balance Sheet of GAIA ANEMOS S.A. dated 30.4.2021
2. increase of the share capital of the Company and amendment of article 5 ("Share Capital") of its Articles of Association,
3. approval of the decisions, declarations, announcements, proxies, legal acts and actions of the Board of Directors of the Company, its representations and the proxies that have been granted for the purposes of the merger until the date of this General Meeting, and
4. authorizing the execution of the Merger Agreement and the completion of the merger, as well as the regulation of procedural issues and technical details for the issuance and trade of the new shares of the Company that will result from the merger.

1. "Amendment of the Company's Articles of Association, namely articles 1 and 3 regarding its name and scope".
2. Miscellaneous Announcements.

I. Reconvened General Meeting

In the event that no quorum, as provided for by Law and the Company Articles of Association, is attained for the decision-making on all or some of the aforementioned agenda items, Company Shareholders are invited to attend a Reconvened General Meeting, to take place on Monday the 26th of July 2021, at 10:00 am hours, at the same place, without further notice. The agenda of the reconvened General Meeting, if any, will be the same as above, with the exception of matters on which a decision could be taken.

II. Participation and voting rights at the General Meeting

All Company Shareholders are entitled to participate in the General Meeting and vote, either in person or by proxy, as provided for in Law no. 4548/2018. Each share entitles to one vote. Only the shareholder recorded with the Dematerialized Security System (DSS), managed by "Hellenic Central Securities Depository "(ATHEXCSD), which provides registry services under the meaning of par. 6 of article 124 of L. 4548.2018, may participate in and vote at the General Meeting. Shareholder's capacity may be proven by any legal means and based on the notification received by the Company from the Central Securities Depository, when it provides

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recording services, or, in any other case, through the participating and registered intermediaries to the Central Securities Depository.

Shareholder's capacity must be in force at the beginning of 14th of July 2021 (record date), i.e. on the fifth (5th) day before the General Meeting on 19th of July 2021; only the persons being shareholders on that date are eligible to participate in and vote at the General Meeting. The Record Date applies also in the event of a postponement or reconvention of the General Meeting, provided that the adjourned or reconvened session is not more than thirty (30) days from the Record Date. If this is not applicable, then anyone that has the shareholder's capacity at the beginning of the third (3rd) day prior to the date of by postponement or reconvention of the General Meeting (article 124 par. 6 of Law 4548/2018) is entitled to participate and vote.

The company may justify a shareholder's capacity on the Record Date by directly accessing the Dematerialized Security System files. The exercise of the participation and voting rights shall neither entail any shareholders' share blocking, nor any other similar procedure, which restricts the entitlement to sell or/and transfer the shares in the in-between period from the Record Date to the General Meeting date.

Shareholders who fail to comply with the deadline of paragraph 4, article 128 of Law no. 4548/2018 may participate in the General Meeting, unless the General Meeting declines their participation on a severe ground which justifies such decline.

1. Procedure for exercising voting rights by proxy

1. Shareholders are entitled to participate in the General Meeting and vote either in person or by proxy. A proxy appointed by a number of shareholders may vote differently for each shareholder.
2. Each shareholder may appoint a proxy for one or more General Meetings and for a definite period of time. The proxy shall vote according to the shareholder's instructions, if any, and shall be obliged to have such voting instructions on record for at least one (1) year after the General Meeting date. Proxy's failure to comply with the provided instructions shall not affect validity of the General Meeting resolutions, even if the proxy's vote was determining for attaining majority.
3. Before the General Meeting, a shareholder's proxy has to advise the Company on any specific fact which may be useful for assessing the risk that the proxy may serve interests different to the shareholder's interests. In view of the above, a conflict of interest may arise, especially, when the proxy:

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1. 1. is a shareholder controlling the Company or is any other legal person or entity controlled by such shareholder;
   2. is a Director or manager of the Company or of a shareholder controlling the Company or any other legal person or entity controlled by a shareholder controlling the Company;
   3. is an employee or auditor of the Company or of a shareholder controlling the Company or of other legal person or entity controlled by a shareholder controlling the Company;
   4. is a spouse or 1st degree relative of any of the natural persons of points a) to c) above.
2. A proxy may be appointed or revoked in writing, by way of written notification to the Company, at least forty-eight (48) hours before the date set for the General Meeting. Each shareholder may appoint up to three (3) proxies. However, if the proxy is also a Company shareholder, with his/her shares being recorded in a number of securities account, such limitation shall not prevent the shareholder from appointing different proxies for the shares recorded in each securities account, in relation to the General Meeting.
3. The Company provides the form for appointing a proxy which is at the disposal of the shareholders: a) in hard copy at the Company's headquarters (19th klm of Markopoulo-Paiania Avenue, 190 02 Paania Attica) b) at the Company's webpage (www.intrakat.gr). This form has to be filled in, signed and submitted by the shareholder to the Shareholders Department of the Company at: 19th klm of Markopoulo-Paiania Avenue, 19002, Paiania, Attica or to be faxed to: [phone], at least forty-eight (48) hours before the General Meeting date. The beneficiary has to confirm successful sending and receipt of the appointment form by the Company and this end they may call at [phone] (Shareholders Department).
4. Company's Articles of Association do not make any provision for shareholders' possibility to participate in the General Meeting by digital means, without physical attendance at the place of the meeting, remote voting by digital means or correspondence, neither the possibility to appoint and revoke a proxy by digital means.

IV. Final dates for exercising the Rights of Minority Shareholders under paragraphs 2, 3, 6 and 7 of article 141, of Law no. 4548/2018.

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