APOEL announced that it will hold an Extraordinary General Meeting on December 1, 2026, at 6:00 p.m., at the Pavilion Hall in Nicosia.
At the meeting, the agreement between the Association, the company, and the new company “APOEL 1926 FOOTBALL LTD”—which is linked to Savvas Liasis’s investment group—will be presented.
ΣΧΕΤΙΚΑ ΑΡΘΡΑ
Shareholders will be asked to approve the necessary amendments to the articles of incorporation, the creation of a new Special Control Share, and its transfer to the new company, as part of the agreement.
It is worth noting that participation in the meeting is limited to the company’s shareholders, while those unable to attend may appoint a proxy.
The announcement in detail:
SHAREHOLDERS ARE HEREBY NOTIFIED that the Company’s Extraordinary General Meeting will be held on Tuesday, December 1, 2026, at 6:00 p.m. at the Pavillion Hall, in Nicosia, to consider the following matters. This notice is given with at least twenty-one (21) days’ notice, in accordance with Regulation 55 of the Articles of Association. In accordance with the same regulation, the day on which this notice is served or deemed to be served, as well as the day set for the convening of theExtraordinary General Meeting.
Item 1. Presentation of the Trilateral Trade Agreement
Briefing of shareholders on the proposed Commercial Tripartite Agreement (Commercial Tripartite Agreement) between the APOEL Association, the Company, and the New Company (NewCo), including the transfer of the Transferable Assets (Transfer Assets) and the assumption by NewCo of the contractual financial liability for the Existing Liabilities (Legacy Liabilities) upon Regulatory Approval (Approval) pursuant to the terms and conditions contained in the Commercial Tripartite Agreement
Item 2. Special Resolution to Amend the Articles of Association (Appendix A)
Item 3. Special Resolution for the Disapplication and Waiver of Any Preemptive Rights of Existing Shareholders Regarding the Creation and Allocation of the Special Control Share (Special Control Share), which arise or may arise from Section 60B of the Companies Law, Chapter 113, any other provision of that Act, or from the Company’s Articles of Association (Appendix B)
Item 4
Ordinary resolution to increase the Company’s authorized capital (Authorized Capital) in connection with the creation of a new class of shares designated as Special Control Shares and authorization of the Board of Directors to transfer such shares to the New Company (Appendix C)
Review and, if deemed appropriate, approval as presented of the resolutions in Annexes A,B, and C as is, following the Board of Directors’ approval and execution of the Tripartite Commercial Agreement.
Rights of Participation and Representation
(1) The Company’s shareholders have the right to attend and vote at the Meeting, in accordance with the provisions of the Articles of Incorporation and applicable law.
(2) Any shareholder entitled to attend and vote who is unable to do so may appoint a proxy to attend and vote in their place. Proxies are not required to be shareholders of the Company. In this case, please submit the attached Power of Attorney form to the Company’s office at 26 Konstantinoupolis Street, 2333, Nicosia (daily Monday through Friday, 9:00 a.m.–1:00 p.m. & 2:00 p.m.–6:00 p.m.) or via email to [email protected], no later than 48 hours before the time set for the convening of the meeting (Sunday, November 29, 2026, at 6:00 p.m.). A quorum is determined by Regulation 59 of the Articles of Association. The Special Resolution requires the special majority provided for in Chapter 113.
(3) The deadlines for submitting proxy documents will be strictly adhered to as stated above.
The full text of the Special Resolution, together with the exact text of the amendments to the Articles of Association, is attached to this notice. Copies are also available for inspection at the registered office and will be sent by the Secretary to each shareholder upon request.
Item 5.
Miscellaneous Matters
By order of the Board
of Directors, Haris Fotiou
Date of issuance: November 9, 2026
Registered office: 26 Konstantinoupolis Street, APOEL Training Center, Archangelos, 2333 Lakatamia, Nicosia, Cyprus.
APPENDIX A
APOEL FOOTBALL (PUBLIC) LIMITED
HE 85937
SPECIAL RESOLUTION AND ANNEX OF AMENDMENTS
TO THE BYLAWS PROPOSED SPECIAL RESOLUTION PFOR APPROVAL AT THE EXTRAORDINARY GENERAL MEETING ON DECEMBER 1, 2026
IT IS RESOLVED AS A SPECIAL RESOLUTION, pursuant to Article 12 of the Companies Law, Chapter 113, that, following the approval and execution by the Board of Directors of the Tripartite Commercial Agreement between the Association of the Nicosia Greek Football Club (APOEL), the Company, and the New Company, the Articles of Association be amended by the addition of new Articles 146 through 153 and by the explicit consequential amendments set forth verbatim in the attached Annex A, which forms an integral part of this Resolution.
The approval of these provisions of the Articles of Incorporation does not constitute a standalone decision to issue or grant new shares, or to alter the existing rights of a class of shares, for which, if required, separate statutory resolutions. The Board of Directors and the Secretary are authorized to carry out the necessary registrations and implementing actions, without the authority to make any substantive amendments to this Resolution.
AMENDMENTS
I. Addition of a new Part following Regulation 145
Regulation 146. Greek Definitions and Interpretation
146.1 “Tripartite Agreement”: the Tripartite Commercial Agreement between the APOEL Association, the Company, and the New Company, as approved and signed by their respective governing bodies. Any subsequent amendment thereto does not automatically amend these Bylaws.
““New Company”: “APOEL 1926 FOOTBALL LTD,” or the lawful holder of the Special Control Share as designated by the New Company from time to time
.“Special Control Share”: a share of a separate class with the special rights set forth in these Bylaws and the provisions and terms of the Tripartite Agreement and any amendment thereto.
“Transfer Assets”: the assets and rights of the Company designated as “Transfer Assets” in the Tripartite Agreement and any amendments thereto.
“Legacy Liabilities”: the Company’s liabilities designated as “Legacy Liabilities” in the Tripartite Agreement and any amendments thereto.
“Soccer Operations”: the entirety of the athletic, operational, administrative, and commercial activities of APOEL’s soccer division, as described in the Tripartite Agreement and any amendments thereto.
“Revenues from Soccer Activities”: the revenues, receivables, and financial benefits derived from Soccer Activities.
““Financing of the New Company”: any financing, advance payment, or financial contribution provided by or on behalf of the New Company to the Company.
““Regulatory Approval”: the approvals, confirmations, registrations, or exemptions from the competent soccer authorities defined as “Approval” in the Tripartite Agreement and any amendment thereto.
“Exemption from the Three-Year Rule”: the specific regulatory exemption described in the Tripartite Agreement and any amendment thereto.
“Reserved Matters”: the acts listed in clause 8.3 of the Tripartite Agreement and any amendments thereto.
“Supervisory Committee”: the separate supervisory body of Regulation 150, as defined as the Supervisory Committee in Clause 8.7 of the Tripartite Agreement
; “Material Default”: an indisputable definitive default that continues after the expiration of the applicable cure period, as required by Clause 8.2.4 of the Tripartite Agreement.
Regulation 147. Special Control
Share 147.1 A Special Control Share with a par value of €1.00 is hereby created.
147.2 The share shall be allotted to the New Company or to a legally designated person, in accordance with Chapter 113, and shall have all the rights granted to it under the Tripartite Agreement.
Regulation 148. Special Consent Rights and Class
Protection 148.1 No act constituting a Reserved Matter shall be approved or implemented without the prior written consent of the then-registered holder of the Special Control
Share 148.2 Without such consent, it is prohibited to issue securities or take actions that weaken, dilute, alter, downgrade, or circumvent the special rights of the Special Control Share, as such prohibitions are set forth in the Tripartite Agreement.
Regulation 149. Reserved Matters
149.1 Without the prior written consent of the holder of the Special Share or his or her authorized representative, the Company shall not, and shall ensure that its directors, officers, shareholders, employees, agents, and representatives shall not approve, undertake, enter into, implement, condone, instigate, or commit to carrying out any of the matters agreed upon as “Reserved OldCo Matters” in the Tripartite Agreement.
Regulation 150. Supervisory Committee
150.1 In accordance with the provisions of the Tripartite Agreement, the Company shall establish a Supervisory Committee with an exclusively supervisory and protective function, and which does not constitute a Board of Directors or a body responsible for day-to-day management in accordance with the provisions of the Tripartite Agreement.
Regulation 151. Continuity of the Board
of Directors 151.1 The Company shall maintain a legally constituted and functioning Board of Directors, with the minimum required number of directors. Vacancies are filled in accordance with the Law and the Articles of Incorporation.
151.2 No replacement or change in management is permitted for the purpose of circumventing the Tripartite Agreement. The mandatory rights of resignation, removal, appointment, and replacement shall remain in full force and effect.
Regulation 152. Transfer of Special Share in the Event of Default (Event of Default)
152.1 The Special Control Share shall be transferred in the event of a Default solely in accordance with Article 8.2.5 of the Tripartite Agreement
Regulation 153. Amendment of Special Rights
153.1 No amendment, repeal, replacement, suspension, or alteration of the provisions of these Articles of Incorporation that enshrine the rights and protections of the New Company and the Special Control Share shall not be permitted without the prior written consentof the New Company and the approval of the Company’s shareholders by means of the resolution required by law at a duly convened General Meeting, as well as any separate approval of a class of shares required by the Companies Law, Chapter 113, and these Articles of Incorporation. The consent of the New Company does not substitute for any corporate resolution or approval required by law.
II. Express Consequential Amendments to the Existing Bylaws
Bylaws 7–11
The following is added at the end of the provisions regarding classes and rights of shares:
“The provisions of these Bylaws shall apply subject to the special rights of the Special Controlling Share, as set forth in Bylaws 146 through 153, and the mandatory provisions of the Companies Law.”
Regulations 30–33
The following is added to the provisions regarding the transfer of shares:
“The transfer of the Special Control Share is further subject to Regulation 152.”
Regulations 47–49
The following is added to the provisions regarding capital and the issuance of shares:
“No capital alteration shall affect the special rights of the Special Control Share without the approvals required under these Articles of Incorporation and the Law.”
Regulation 81
The following is added:
“The composition and continuity of the Board of Directors are further governed by Regulation 151.”
Regulations 85–86
The following is added:
“The powers of the Board of Directors are exercised subject to the validly established special consent rights under these Bylaws granted to the Special Controlling Share,
Regulations 95–103
The following is added:
“The procedures for the appointment, resignation, and removal of directors shall apply in conjunction with Regulation 151 and in light of and subject to the consent rights granted to the Special Control Share.”
In the event of any conflict, contradiction, or inconsistency between the provisions of these Articles of Incorporation and the terms of the Tripartite Agreement, the provisions of the Tripartite Agreement shall prevail and shall apply among the contracting parties. The Company and its shareholders are obligated to take all necessary actions and adopt all required corporate resolutions, including amending these Articles of Incorporation, so that they are fully consistent with the provisions of the Tripartite Agreement
APPENDIX B
APOEL FOOTBALL (PUBLIC) LIMITED
HE 85937
PROPOSED SPECIAL RESOLUTION
Limitation and Waiver of Preemptive Rights of Existing Shareholders with Respect to the Special Control Share (Special Control Share)
IT IS RESOLVED AS A SPECIAL RESOLUTION, in accordance with Article 60B(5) of the Companies Law, Chapter 113, and the applicable provisions of the Company’s Articles of Association, that:
1. Restriction and Waiver of Pre-emption
Rights The restriction and waiver (disapplication) of any pre-emption rights of the Company’s existing shareholders pursuant to Section 60B of the Companies Law, Chapter 113, any other applicable provision of the Law, or the Company’s Articles of Association, exclusively and solely in connection with the creation, issuance, and transfer of a (1) Special Control Share, with a par value of €1.00, to the New Company (NewCo) or to a person lawfully designated by it.
2. Scope of Application of the Restriction and Waiver
The above restriction and waiver of preemptive rights relate exclusively to the issuance and allocation of the specific Special Control Share.
For the avoidance of any doubt, this Resolution does not constitute a general or permanent waiver of the preemptive rights of existing shareholders with respect to any other future issuance or allocation of shares of the Company, which continue to be governed by the Law and the Company’s Articles of Incorporation.
3. Purpose of the Restriction and Waiver
The restriction and waiver of preemptive rights are approved solely for the purpose of implementing the corporate and commercial structure provided for in the Commercial Tripartite Agreement(Commercial Tripartite Agreement) between the APOEL Association, the Company, and the New Company (NewCo).
Specifically, the issuance and grant of the Special Control Share are intended to create a special mechanism for protection and consensus regarding the Reserved Oldco Matters, in accordance with the Commercial Tripartite Agreement.
4. Report of the Board
of Directors For the purposes of this Resolution, the General Meeting takes into account the written report of the Board of Directors, which describes the reasons for the proposed restriction and cancellation of preemptive rights and justifies the proposed issue price of the Special Control Share, in accordance with the applicable provisions of the Companies Law, Chapter 113.
5. Authorization to Implement the Resolution
The Board of Directors and the Secretary of the Company are authorized to take all necessary actions, registrations, and notifications necessary for the implementation of this Resolution, in accordance with the Companies Law, Chapter 113.
This authorization is limited exclusively to the implementation of this Resolution and does not confer the authority to extend the restriction or to abolish preemptive rights beyond the specific Special Share of Ele.
APPENDIX C
APOEL FOOTBALL (PUBLIC) LIMITED
HE 85937
PROPOSED ORDINARY RESOLUTION
Increase in authorized share capital, creation of a new class of shares, and authorization to issue and allot the Special Control Share (Special Control Share)
IT IS RESOLVED AS AN ORDINARY RESOLUTION, in accordance with Article 60 (1)(A) of the Companies Law, Cap. 113, and Article 47 of the Company’s Articles of Association, that:
1. Increase in authorized share capital
The Company’s authorized share capital (Authorized Share Capital) of the Company is increased from €49,999,999.86, divided into 29,239,766 shares with a par value of €1.71 each, to €50,000,000.86, divided into 29,239,766 shares with a par value of €1.71 each, and the creation of a new class of shares, consisting of one (1) Special Control Share, with a par value of €1.00.
2. Creation of a New Class of Shares
The creation of a new class of shares named “Special Control Share” (Special Control Share), which will consist of one (1) share and will carry the special rights and protections provided for under the Commercial Tripartite Agreement.
This share will constitute a separate class of shares and will be subject to the relevant provisions of the Law and the Company’s Articles of Association.
3. Authorization of the Board of Directors to Issue and Allocate
The Board of Directors is authorized to proceed with the issuance and allocation of one (1) Special Control Share to the New Company (NewCo) or to a person lawfully designated by it, in accordance with the provisions of the Companies Law, Chapter 113, the Company’s Articles of Association, and the Tripartite Commercial Agreement.
The issuance and transfer shall be made at the par value of the share and shall not carry any premium.
4. Registrations and Other Corporate Actions
The Company Secretary is authorized to make all necessary registrations and filings with the Registrar of Companies, to update the relevant corporate registers, and to submit any forms or documents required for the implementation of this Resolution.
5. Effective Date of the Resolution
This Resolution shall take effect upon its approval by the majority required by law.
