Notice on EGM 23 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 23rd 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:
Matter 1
A. Approval of acquisition by the Company, based on proposal made by the Spain partner of the Company dated 5 of February 2024, of 1500 shares numbered from 0001 to 1500 (both inclusive) with a nominal value of 1.00 euro each, equal to the 50% of the issued share capital of the company " INVERSION CORRECTA, S.L." a company, registered in Spain, with registered address CTRA NACIONAL 340 Km 175 Bl. E - CENTRO DE NEGOCIOS PUERTA DE BANUS, OFICINA 43-45, NUEVA ANDALUCIA MARBELLA, 29660-MÁLAGA, with Tax Identification Number (NIF) B10839892, for the purchase price of EUR1,500 (one thousand five hundred Euro) (the “Purchase Price”).
B. To authorize the Directors of the Company to perform decisions above and to appear before the Notary Public in Spain and to execute on behalf of the Company the Notary Deed of sale and purchase of shares by which the Company acquires the Purchased Shares for the Purchase Price and (or) to issue, grant and authorize by a Special Power of Attorney a representative in Spain to perform the above decisions for and on behalf of the Company.
Matter 2
On condition that the Matter 1 is approved and finalized through execution of Notary Deed of sale and purchase of shares:
A. Approval of granting of an interest-bearing loan based on proposal made by the Spain partner of the Company dated 5 of February, 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:
INVERSION CORRECTA, S.L. with NIF No. B10839892;
3.Principal amount of loan:
2,750,000.00 EUR (two million seven hundred fifty thousand Euro only);
4.Interest rate:
6% (six per cent) per annum;
5.Purpose:
Financing the purchase of properties in Spain and payment of expenses to be incurred on acquisition of the Property.;
6.Collateral:
Right of first priority collateral security over the properties 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 properties;
7.Date of Loan Issuing:
Upon request of the Borrower;
8.Repayment Date:
On or before December 31, 2034 (inclusive);
9.Applicable law:
Law of the Kingdom of Spain.
METTMANN PUBLIC COMPANY LIMITED – HE 405498
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.