Notice on EGM 2 February 2024

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company’s Shareholders will be held at the registered office of the Company, located at Spyrou Araouzou 67, Ulysses House, 2nd floor, office 202, 3036, Limassol, Cyprus and via electronic means on the 2nd of February 2024 at 10 a.m.
The Meeting will be held to consider and, if thought fit, to pass the appropriate resolution in respect of the following:

AGENDA
To examine and, if considered appropriate, adopt the following resolutions:
A. Approval of granting of an interest-bearing loan by instalments based on proposal made by the Spain partners of the Company dated 11 of January, 2024, and Directors’ proposal and conclusion of loan agreement (the “Loan Agreement”) under the below terms:
1.The Lender: METTMANN PUBLIC COMPANY LIMITED;
2. The Borrower: NASH BEACH CLUB, S.L. with NIF No. B72655327;
3. Principal amount of loan: 4,000,000.00 EUR (four million Euro only);
4. Interest rate: 6% (six per cent) per annum;
5. Purpose: Financing of the construction and development of a property located in Spain owned by the Borrower;
6. Collateral: Right of first priority collateral security over the property and belongings of all kinds that are added to it, the works, constructions and buildings that are located or that are established in the future on the property;
7. Date of Loan Issuing: Upon request of the Borrower;
8. Repayment Date: On or before December 31, 2040 (inclusive);
9. Applicable law: Law of the Kingdom of Spain.
B. To authorize the Directors of the Company to:
- arrange conclusion of the Loan agreement;
- execute the Loan Agreement in accordance with the terms, conditions and timeframes that would be stated in the Loan Agreement; and
- proceed with transfer of the principal amount of loan in accordance with the terms of the Loan Agreement.

All materials and documents pertaining to the Loan Agreement and information for this Extraordinary General Meeting of the Shareholders will be distributed to the Shareholders in advance.

By order of the Board of Directors
Secretary

PS You may participate by Proxy or by electronic means if you wish so (the link for the meeting via electronic means will be sent to the shareholders 1 day prior scheduled meeting).
In such case please inform us maximum 2 days prior the scheduled meeting.