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ΑRTICLES OF ASSOCIATION

OF THE LIMITED LIABILITY COMPANY WITH THE NAME

"WATER SUPPLY AND SEWERAGE LIMITED LIABILITY COMPANY OF THE CAPITAL

CITY"

AND THE DISTINCTIVE TITLE "EYDAP SA"

GREECE'S GENERAL ELECTRONIC COMMERCIAL REGISTRY NUMBER 121578960000

as approved by the decision of

THE 42nd GENERAL ASSEMBLY OF ITS SHAREHOLDERS

PREAMBLE

  1. Under the provisions of Law 1068/1980 ("Establishment of a unified entity for the Water Supply and Sewerage of the Athens Area", Government Gazette issue A' 190/23.8.1980) as subsequently amended and currently applicable, the corporation (Societe Anonyme) under the name "ATHENS WATER SUPPLY AND SEWERAGE COMPANY (E.YD.A.P.) (hereinafter referred to as the "Company") was established following the merger of the Sewerage Organisation of Athens (S.O.A.) and Hellenic Water Company for Athens, Piraeus and the Environs S.A. (E.E.Y), and the main statutory provisions governing the operation of the Company were defined. Pursuant to article 1, para. 1 of the above Law, EYDAP S.A. is subject to the provisions on corporations (Societes Anonymes), unless otherwise specified in the above Law.
  2. Under the provisions of joint Ministerial Decision of the Minister of economy and finance with the No. D16c/015/812/c/ 19-23.12.1996 (Government Gazette issue No. Β 1143) articles 5 through 8 and 9 of Law 1068/1980 were substituted, in line with the provisions of articles 2 through 8 of Law 2414/1996.
  3. Under the provisions of Law 2744/1999 ("Regulation of matters pertinent to Athens Water Supply and Sewerage Company (E.YD.A.P.) and other provisions", Government Gazette issue No. A 222/25.0.1999) the legal framework and other matters relevant to the Company was established anew and by virtue of the authorization contained in article 1, para. 11, of the said Law it was specified that the Statute of Association of the Company shall be prepared under a joint Ministerial Decision issued by the Minister of Economy and Finance and the Minister for the Environment, Planning and Public Works.
  4. Under Law 3429/2005 (article 15, para. 2) EYDAP is no longer in the broader public sector
  5. Under Law 4092/2012 (article first) was ratified the 07.09.2012 ALC, Government Gazette issue A' 175/07.09.2012 under according to which para 10 of art 1 of Law 2744/1999(A'
    1. is abrogated.
  7. Under Law 4389/2016 (Part E), as modified with the Law 4512/2018 was transferred with force since 1.1.2018 the total of the owing shares of Greek Public to the Greek Company of Participations and Property SA.

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G. Under the Law 4548/2018 the law on corporations was recast with force on 01.01.2019.

  1. Under Law 5037/2023 (Government Gazette A' 78) the Energy Regulatory Authority (RAE) was renamed as the Waste, Energy and Water Regulatory Authority (RAAEY) and the scope was expanded with responsibilities over water services and urban waste management. By the same Law, the supervision of EYDAP was transferred to the Ministry of Environment and Energy.
  2. Under Law 5045/2023 (Government Gazette A' 136) all the ownership shares of the Hellenic Holdings and Property Company S.A. was transferred to the Greek State and it was provided that the rights of the Greek State as a shareholder are jointly exercised by the Ministers of Finance and Environment and Energy.

Already, in implementation of the above, the Statute of the corporation is modified and harmonized with the legislation that rules the greek Societes Anonymes whose shares are listed in the Athens Stock Exchange, as follows:

PART A

THE CORPORATE IDENTITY

SECTION A

NAME - REGISTERED OFFICE - TERM - OBJECT

Article 1

Name and Trading name

  1. A corporation (Societe Anonyme) is hereby being established under the name (in Greek) "ΕΤΑΙΡΙΑ ΥΔΡΕΥΣΕΩΣ ΚΑΙ ΑΠΟΧΕΤΕΥΣΕΩΣ ΠΡΩΤΕΥΟΥΣΗΣ ΑΝΩΝΥΜΗ ΕΤΑΙΡΙΑ" (in latin characters: "ETAIRIA YDREFSEOS AND APOCHETEFSEOS PROTEVOUSIS ANONYMI ETAIRIA") and trading name "Ε.ΥΔ.Α.Π. A.E.»" or "Ε.ΥΔ.Α.Π.".
  2. For its international business, the name of the Company is ATHENS WATER SUPPLY AND SEWERAGE COMPANY S.A." and its trading name is "EYDAP" or "EYDAP S.A.".
  3. The Company is governed by the provisions of Law 4548/2018and additionally by the provisions of Law 1068/1980 (Government Gazette issue A' 190), Law 2744/1999 (Government Gazette issue No. A' 222), N. 3016/2002(Government Gazette issue No. A'
    1. , and the Law 4389/2016(Government Gazette issue No. A' 94)4706/2020 (GG Α'
    1. and any other legislation that rules the function of publicly-listed companies and is under the supervision of the Minister Energy and Environment. for the Environment, Planning and Public Works.

The Company operates under the rules of private economy, without this changing its character as a public utility company.

Article 2

Registered Office of the Company

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  1. The registered office of the Company is in the municipality of Galatsi.
  2. The Company may, under a decision of its Board of Directors, establish branches, agencies or officesother forms of secondary facilityin other cities as well, anywhere in Greece or abroad; the said decision shall also specify the terms and details of their administration and management of the said branches, agencies or offices.
  3. Under a resolution of the General Meeting of shareholders of the company, amending the present article, the registered office of the Company may be relocated to another Municipality within Greece.

Article 3

Term of the Company

  1. The term of the Company shall be one hundred (100) years, starting on the effective date of Law 2744/1999, i.e. the twenty fifth (25th) day of October of year nineteen hundred ninety nine (1999) until the anniversary of the said date in year two thousand ninety nine (2099).
  2. The term of the Company may be extended under a resolution of the General Meeting of shareholders amending the present article. Such resolution shall be passed under the qualified quorum and majority vote set out in article 31 of the present Statute.

Article 4

Corporate objective

  1. 1. The purpose and objective of the Company are:

  2. The provision of water supply and sewerage services, the design, construction, installation, operation, utilization, management, maintenance, expansion and renewal of water supply and sewerage systems, in the areas assigned to it by virtue of legal acts, presidential decrees and ministerial decisions, as well as the expansion of its said services in other areas as well, pursuant to article 8, para. 3, of Law 2744/1999.The above business activities and works include the pumping, desalination, treatment, storage, transport, distribution and management of all water intended for the above purposes, as well as the works and activities associated with the collection, transport, treatment, storage and management of all types of waste treatment products (other than toxic ones) and the treatment, distribution, disposal and management of sewerage network products;
  3. The provision of telecommunication, energy, their associated and other servicesand the application of the water supply and sewerage system for other purposes as well, such as the development of telecommunications and energy activities, by exception to the exclusions stipulated in paragraph 8 of article Law 2744/1999:in particular for the development of telecommunications and energy activities, such as the study, construction, installation, operation, maintenance, upgrading, expansion and exploitation of energy production projects from Renewable Energy Sources and the installation, operation and maintenance of photovoltaic systems, the installation, operation and maintenance

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urban wastewater treatment, recovery and reuse systems, the installation, operation and maintenance of reclaimed water distribution and storage systems, with the exception of the prohibitions of par. 8 of article 1 of Law 2744/1999, as long as the safe and reliable operation of the systemic.

  1. The design and utilization of natural sources and water resources, the production and bottling of water and all types of water-containing soft and other drinks.
  2. The utilization of know-how and the provision of technical assistance services.
  3. The carrying out of investments relevant to the objectives specified in the present article.
  4. The development of activities such as:
    1. The provision of hydrometer maintenance services, sewer network inspection of third parties with camera, undertaking quality water network checking programs of third parties in EYDAP 's laboratories, measurement undertaking (on-line) and recording quality parameters of water bodies with corresponding services, simultaneous receipt of meter readings of other public service organizations,
    2. The parallel receipt of meter readings of other public utility organizations
    3. The provision of education, training and lifelong learning services and the establishment and operation of technical training schools,
    4. The strengthening of research and development services, with the simultaneous establishment
      cross-sectoral, research center for the development of innovative solutions for activities of E.Y.D.A.P. SA,
    5. The implementation of environmental - cultural projects, management and operation of environmental parks and the production of actions and utilization services of the cultural capital of E.Y.D.A.P. SA,
    6. The performance of removal and / or management of asbestos or materials that contain asbestos when performing maintenance work or restoration of water supply and sewerage networks,
    7. The trading of Sewage and water treatment by-products,
    8. Τhe bottling and commercial disposal of potable water ,
    9. The installation of power generation systems for own or commercial use
    10. Production and exploitation of patents,
    11. The provision of consulting services in matters of urban resilience and sustainable operation of its objective.
    12. Water production from wastewater treatment (recovered water)to reuse, nutrient recoveryand exploit the recoveredand non-potable water, regardless of source of origin, especially for irrigation purposes, for enrichment underground aquifers, for industrial and municipal use, as well as the construction, operation and maintenance of irrigation networks, with the exception of the prohibition of article 1 par. 6 of Law 2744/1999.
    13. The conclusion of public service contracts with the Greek State with the object of approving studies for the construction of a rainwater network, the responsibility for the cleaning, maintenance and operation of the water collection wells of the rainwater network and the connecting pipes with the recipients of the Attica Region, including the maintenance of the covers of the visit wells of the rain networks, in

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the road network, which are within the limits of the area of responsibility of the E.Y.D.A.P. S.A., with the exception of those located within the boundaries of public infrastructure whose operation has been assigned to concessionaires by virtue of concession contracts, in accordance with the provisions of paragraphs 1 and 1b of article 8 of Law 3481/2006, as amended by Law 5106/2024.

  1. The study and construction of rainwater tanks, water storage for its further exploitation and utilization.
  2. The preparation or assignment of the preparation of a study for the construction in island areas of a project related to the activity of E.YDA.A.P. S.A. or its subsidiary companies, as well as the assignment and management of the execution of this project, in accordance with the provisions of par. 5A of article 1 of Law 2744/1999, as amended by Law 5106/2024.

2. For the fulfillment of its objective, the Company may in particular:

  1. Enter into all types of contracts;
  2. Establish companies or joint ventures orparticipate or gain controlin enterprises or joint ventures in Greece or abroad;
  3. Provide technical or consulting services to individuals or legal entities;
  4. Conclude loans or take and grant credit of all types, as well as conclude contracts on financial derivatives exclusively for the purpose of hedging foreign exchange or other similar risks. In order to provide security for the purpose of concluding the contracts stipulated in the present paragraph, the Company may assign, pledge or transfer its claims against individuals or legal entities, private or public, as well as against the State or provide all types of security, subject to paragraph 34 of this article.
  5. Proceed with any other commercial or other activity or undertake any other tangible act or contract directly or indirectly associated with its objective;
  6. Act as the commercial representative or agent for domestic or foreign firms engaging in business objects or activities which are directly or indirectly associated with the objects of the Company.

3. The Company carries out its activity within the area defined in article 8 paragraph 1 of Law 2744/1999, subject to the provisions of articles 1 paragraph 6 and 8 paragraph 3 of the same Law, as amended by Law 5106 /2024 (Official Gazette A' 63).

34.The Company cannot sell, lease or concede the use of or establish any right in rem over its real property, that that constitutes the water supply and sewerage system, without prejudice to the provisions of Law 2744/1999.

SECTION Β

SHARE CAPITAL - SHARES - SHAREHOLDERS

Article 5

Share capital

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  1. The Share Capital of the Company is set to twenty billion (20,000,000,000) drachmas, fully paid-in, divided into one hundred million (100,000,000) shares of a par value of two hundred (200) drachmas each.
  2. Pursuant to the resolution passed by the General Meeting of shareholders held on 29.11.1999, it was decided to increase the share capital by one billion three hundred million (1,300,000,000) drachmas through the issue of six million five hundred thousand (6,500,000) new common registered shares each of a par value of two hundred (200) drachmas.
  3. Pursuant to the resolution passed by the General Meeting of Shareholders held on 27.6.2001, it was decided to increase the share capital by four hundred seventy three million nine hundred twenty five thousand (473,925,000) drachmas or one million three hundred ninety thousand eight hundred twenty nine Euros and five eurocents (€1,390,829.05) from the "premium reserve account". and increase of the par value of each share to drachmas two hundred four and forty five cents (204.45) or sixty Eurocents (€0.60). Thus, the Share Capital of the Company presently amounts to twenty one billion seven hundred seventy three million nine hundred twenty five thousand (21,773,925,000) drachmas or sixty three million nine hundred thousand (63,900,000) Euros and is divided into one hundred six million five hundred thousand (106,500,000) shares each of a par value of two hundred four drachmas and forty five cents (204.45) or sixty Eurocents (€0.60).

The General Meeting of Shareholders dated 25.6.2021, decided:

  1. the increase of the share capital by capitalization of a part of the shares premium account in the amount of 24.495.000€ with an increase in the nominal value of the share by €0.23, i.e. from €0.60 to €0.83. Thus, the Share Capital of the Company amounted to eighty-eight million three hundred ninety-five thousand euro (88.395.000) divided into one hundred and six million five hundred thousand shares (106,500,000) with a nominal value of eighty-three cent of each share
    (€0.83),

Β) and simultaneously the reduction of the share capital by the amount of €24.495.000 and the modification of the relevant article 5 in the Company's Articles of Association. The nominal value of the share will be reduced by €0.23 accordingly, and will remain at the price of €0.60, i.e. from €0.83 to €0.60, and in the same time there will be a capital return by paying cash to the shareholders in the amount of 0.23€ per share. Thus, the Share Capital of the Company currently amounts to sixty three million nine hundred thousand euro (63.900.000) and is divided into one hundred and six million five hundred thousand shares (106.500.000) of a nominal value of each share sixty cents (0.60€).

4. The share capital of the Company may be increased, reduced and amortized pursuant to the provisions of the present Statute and the Law.

Article 6

Payment and confirmation of payment of the share capital

1. In any case of increase of the share capital of the Company, the confirmation of its payment in rerpect of the deadline or not is conducted with a report of a statutory auditor or audit company, with the concern of the Board of Directors and within one (1) month from the expiry date of the payment of the increase amount. The date of the payment of the increase of the shared capital is defined by the body

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that took the relative decision and it cannot be less than fourteen (14) days neither longer than four (4) months since the day this decision is publicized in the G.E.C.R.

2. Within twenty (20) days as of the end of the deadline referred to in the above paragraphs 1 and 2, the Company is required to submit to the Ministry of Development and Investment or to the competent Prefecture a copy of the relevant Minutes of the Board of Directors meeting. The above Minutes shall be published as prescribed in article, 13 of Law 4548/2018, as applicable at any time.

Timely payment or non-payment of capital must be certified. Proof of payment is not required if the capital increase is not made with new contributions. In the case of a capital increase with a kind contribution the payment certification can be made by the Board of Directors itself after the transfer process is complete.

  1. Payment of cash for covering increases of the share capital of the Company, as well as deposits by shareholders intended for a future increase of the share capital, shall be made mandatorily through deposit to a special account in the name of the Company, kept with any credit institution legally operating in Greece or in any country of the European Economic Area (EEA).
  2. In case of cash contribution that are paid in a to the special bank account of the above paragraph, the report of the chartered accountant or the audit company should rely on an excerpt of movement of this account, granted by the credit institution. The excerpt this should be attached to the above report. The report is submitted in publication.
  3. The chartered accountant or the audit company certifying the payment cannot conduct the regular audit of the Company. The chartered accountant cannot be owned by the audit company that performs this audit.
  4. In case of non-timely payment of the capital, the Board of Directors shall notify the shareholder who has not paid deadline of one (1) month, with the warning that in case of non-compliance with the deadline the shares will be canceled and any payments made remain in the Company as a criminal clause. The above deadline should be notified by any appropriate means to unpaid shareholders. With the expiration of the above deadline, the Company notifies to unpaid shareholders that it cancels their shares and withholds in favor of any advance payments or installments incurred, including difference in favor of even. At the same time, the Company issues new shares, equal to number with the canceled and makes available them freely, in any case after it previously offers them to other shareholders. If the shares are bound or if the disposal is in whole or in part fruitless, the Company is obliged to reduce the capital by the amount of the nominal value of unsold shares within the first General Assembly to be held convened, even if the relevant issue is not on the daily agenda.
  5. The overdue contribution is due with interest to the law interest rate until the cancellation of shares. The body that decides the increase of the capital may, at its

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discretion, provide for its decision the imposition of further penal clauses in the case of non timely payment of the contribution. Other claims of the Company against defaulting shareholders are not excluded.

Article 7

Shares

  1. The shares of the Company are registered and indivisible.
  2. While the Company's shares are listed on the Athens Stock Exchange and generally in any case of depreciation of the Company's shares in accordance with the Law, no securities are issued, the shares are intangible and are kept in the electronic register of the central securities depository in accordance with the provisions applicable from time to time, which keeps the Company's shareholders' book. The issuance time of the shares is defined the time of their registration in the records of the body in which the securities of the Company are kept,
  3. A shareholder against the Company is considered to be the one registered in the register of central securities repository or the one identified as such through registered intermediaries. In any case that the Law or the Articles of the Company provide for the exercise of share rights, the proof of shareholding can be done by any legal means and in any case based on information received by the Company from the central securities depository, if it provides registry services or through participants and registered intermediaries in any other case.

Article 8

Share capital increase, reduction and redemption

  1. For an increase of the share capital of the Company a resolution by the General Assembly of shareholders is required for amendment of the article on the Share Capital, passed by the qualified quorum and majority stipulated in article 31 of the Articles of Association.
  2. (a) Ιt is expressly stipulated that under a General Meeting resolution, which is subject to the publication formalities specified in article 13 of Law 4548/2018, as applicable, authority may be delegated to the Board of Directors for not longer than a five year period, so that the latter may adopt a decision, by a majority of at least 2/3 of all its membership, in an amount that cannot exceed three times the capital available at the date set the Board of Directors was granted the authority to increase the capital.
  1. Such Board of Directors' authority may be renewed bywith a decision of the General Assembly for a time period that cannot not exceed five years for each provided renewal, each one effective as of the expiry of the validity of the previous one. Such General Meeting resolution is subject to the publication formalities specified in article 13 of Law 4548/2018, as applicable.

3. A share capital increase decided pursuant to the above paragraph 2 of this article constitutes an amendment of the Articles of Association, shall not be subjected to administrative approval pursuant to para. 3 of article 9 of Law 4548/2018.

4 (a) In all cases of increase of the share capital, other than by contribution in specie, or issuance of bonds with right of conversion into shares, a right of preference is granted to the

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then existing shareholders on the entire new capital or bond issue in proportion to their shareholding in the existing share capital.

  1. Upon the expiration of the deadline set by the corporate body deciding the increase or the issuance of bonds, which (deadline) may not be less than fourteen (14) days neither longer than four (4) months since the day of submission of the relative decision by the competent corporate body to the G.E.C.R., the shares or convertible bonds not taken, as per the above, may be disposed freely by the Board of Directors of the company in price no less than the price paid up by the existing shareholders. In that case, not taken shares are given by priority to the shareholders that have already exercised the preferential right, as well as to individuals that own in general securities convertible to bonds.
  2. The notice for the exercise of the preferential right, which shall also specify the deadline within which such right must be exercised, is published on an online site of G.E.C.R. with the case of the Company. By exception and without prejudice to par. 2 of article 25 of Law. 4548/2018, the said notice and deadline for the exercise of the preferential right may be omitted, as long as the General Assembly was attended by shareholders representing the entire share capital and were informed of the deadline set for the exercise of the preferential right or made known their decision as to whether or not they shall exercise the preferential right.

5. Subject to the conditions set out in article 27 of Law 4548/2018, as currently applicable, such preferential right may be limited or canceled under a General Meeting resolution.

6 The Company may, under a General Assembly resolution passed pursuant to Law and the Articles of Association:

  1. Proceed with a partial or total redemption of its share capital, pursuant to the provisions of 32 of Law 4548/2018, as applicable at any given moment;
  2. Proceed with share capital reduction, pursuant to the provisions of articles 29 to 31 of Law 4548/2018, as applicable at any given moment;
  3. In the case of share capital increase by means of cash payment as well as in case of significant derogations in the application of the funds raised, the provisions of article 9 of Law 3016/200222 of Law 4706/2020 as applicableor the relative provisions at any given moment shall apply.

Article 9

Issue of Bond Loans

  1. The Company may issue bond loans of all types, in accordance with Law 4548/2018, as well as any other relative.
  2. In particular the Company may issue, among others, the following types of bond loans by private placement or public offering, in accordance with the applicable provisions and restrictions; the below given recitation of bond issue types is merely indicative:
  1. Ordinary bond loan;

(b) Exchangeable bonds issue;

  1. Convertible bonds issue;

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    1. Participating bonds issue, convertible into shares or not;
    2. Mortgage bonds issue;
    3. Any other type of bond issue authorized by Law.
  2. For issuing a bond loan, a resolution by the General Assembly of shareholders of the Company is required, passed increased quorum and majority of article 31 of the present. This resolution must also specify the conditions of issue, particularly those with respect to the maximum amount, the form, the par value and the number of bonds, the modality for covering the loan, the interest rate, how this shall be calculated, benefits and security provided to the bondholders, appointment of an agent for payments, organization of bondholders into a group, the applicable law, the competent courts, any arbitration agreement, time of repayment and in general settlement of the obligations under the bonds, the termination procedure and the time period within which the bonds must be offered. The General Meeting may delegate to the Board of Directors authority to execute its said resolution.
  3. (a) It is expressly stipulated that under a General Assembly resolution, which is subject to the publication formalities set out in article 13 of Law 4548/2018, as applicable, authority may be delegated for a time period no longer that five years to the Board of Directors so that the latter may adopt a decision, by a majority of at least 2/3 of all its membership, to issue a convertible bonds loan of an amount that cannot exceed the three times amount of the share available at the date granted to the Boards of Directors the power to issue bond loan.
    1. Such Board of Directors' authority may be renewed by the General Assembly for a time period that cannot exceed five years for each provided renewal, effective as of the expiration validity date of the previous one. Such General Meeting resolution is subject to the publication formalities specified in article 13 of law 4548/2018, as applicable.
  5. A share capital increase through a convertible bonds issue, pursuant to the preceding paragraph 4, constitutes an amendment of the Articles of Association, is not subjected though to administrative approval of par 3 of article 9 of Law 4548/2018.
  6. The decision of the competent body shall specify the time and manner of right exercise, the price or conversion ratio or range. The same decision may determine the manner of adjustment of the price or the conversion ratio, if events occur that may affect the value or stock marketability. The final price or conversion ratio is set by the Board of Directors of the Company before the issuance of the loan. It is forbidden to provide shares with a nominal value more than the price issuance of convertible bonds.
  7. The conversion of bonds increases the amount of capital as provided in the terms of the bond loan. The Company's Board of Directors is obliged by the end of the following month of day of exercise of the conversion right to ascertain the increase and to update the related to the capital article of the Articles of association, pursuant to the publicity formalities. While converting bonds into shares the provisions on the right of preference of shareholders do not apply.

Article 10

Shareholder Rights and Obligations

Attachments

Disclaimer

Eydap SA - Athens Water Supply & Sewage Co. published this content on 19 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 June 2024 10:04:05 UTC.