Acquisition agreement of “Europe Insuranceannounced the Intracom Holdings shareholder of Intracom Properties and shareholder of I. KLOUKINAS – I. LAPPAS TECHNICAL AND COMMERCIAL COMPANY, directly by a percentage of 27.60% and indirectly, by a percentage of 60.12%, through Intracom Properties.

Specifically, it was announced the signing on 29/05/2024 of a binding memorandum of agreement – framework between Intracom Holdings, the subsidiary of Intracom Properties, and Nikolaos Makropoulos, the sole shareholder of Europa Insurance.

The basic terms of a series of individual transactions will concern:

  1. the partial acquisition (initially of 65% and later of the remaining 35%) by Intracom Properties of all the shares of the aforementioned insurance company from Nikolaos Makropoulos, for a total price of Euro 46,550,000 (of which Euro 30,000,000 will concern the purchase of 65% and an amount of Euro 16,550,000 for the purchase of the remaining 35%). Completion of the aforementioned transfers is subject to the fulfillment of certain conditions, including, among others, the relevant approval of the Bank of Greece
  2. the entry of new investors into “K.L.M. S.A.” by acquiring the percentage (27.60%) held by Intracom Holdings in the above company, through a private placement, and their further participation in Intracom Properties through a share capital increase
  3. the routing of the actions required for the implementation:

a) of the intention to merge, already announced to the investing public, with the absorption of Intracom Properties by the listed K.Λ.Îœ. S.A., which will be renamed “EUROPI HOLDINGS S.A.”, in accordance with the provisions of Law 4601/2019, the corporate, stock exchange and tax legislation, where the Absorbing “EUROPI HOLDINGS S.A.” will remain a company listed on the Athens Stock Exchange, and b) a further increase in the share capital of the new, resulting from the merger, “EUROPI HOLDINGS S.A.”, with a cash payment in which the Seller will participate in order to obtain a percentage of at least 10, 3% on the final share capital of “EUROPI HOLDINGS S.A.”, and

4. the increase of the share capital of “EUROPE INSURANCE”, by its sole shareholder, “EUROPE HOLDINGS S.A.”.

To support the further development of “EUROPI ASFALISTIKI”, in the new Board of Directors of the company, Mr. S. Kokkalis will assume the duties of Chairman of the Board of Directors. with Mr. N. Makropoulos as Vice-President and CEO, maintaining his executive powers. The Company’s intention is to nominate Mr. N. Makropoulos for the position of non-executive Chairman on the Board of Directors of “EUROPI HOLDINGS S.A.”.

After the completion of the above transactions, INTRACOM HOLDINGS will remain the majority shareholder of the listed “EUROPI HOLDINGS S.A.”.

The above transactions are estimated to be completed within 6 months from the approval of the Bank of Greece.