Altrecom PLC

Share Issue/Capital Change • Feb 14, 2024

ALTRECOM PLC HE 414929 (the "Company")

WRITTEN RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION DATED 14th OF FEBRUARY 2024

1. WHEREAS

Based on the Articles 58 and 59 of the Company's Articles of Association, the Board of Directors of the Company has decided to convene an Extraordinary General Meeting so that a Members Resolution is proposed by the Company's majority shareholder, Esmena Investments Ltd with regards to a capital contribution in the Company.

2. WRITTEN RESOLUTIONS

The Board of Directors of the Company hereby resolved the following:

1. THAT the Extraordinary General Meeting shall take place on Thursday, the 29th of February 2024 at 9:00 a.m. at the registered office of the Company and via Teams, with regards to the Company's majority shareholder, Esmena Investments Ltd proposing a Members Resolution with regards to a capital contribution in the Company as follows:

"MEMBERS RESOLUTION

IT IS RESOLVED THAT effective as from 20 December 2023 Esmena Investments Ltd makes a capital contribution in the equity of the Company (special reserve) in the amount of Euro 233,087.00 which shall be used to facilitate business of the Company and cannot be returned to the members or distributed as dividend (the "Capital Contribution").

The Capital Contribution shall be paid via setoff of the Company to pay the Member's Receivable of Euro 233,087.00 to Esmena Investments Ltd against Esmena Investments Ltd obligation to pay to the Company the Capital Contribution."

1. THAT the Board of Directors of the Company shall send the required by law notice and the meeting agenda of the Extraordinary General Meeting as per Annex A thereof.

alia Kyriacou

Koushos Cros

Martha Lambrianou

ALTRECOM PLC HE 414929 (the "Company")

Notice and Agenda

Nicosia, 14th of February 2024

To:

Esmena Investments Ltd Odysseas Panayides Andreas Kkailis Loizos Louka Cleo Koushos Georgia Papageorgiou Stavros Economides Antreas Kapsos Marianna Vasiliades Martha Lambrianou

Dear All,

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company which will be held on Thursday, the 29th day of February 2024 at 09:00 a.m. at the registered office of the Company and via Teams.

The agenda and purpose of this meeting is to propose a Members Resolution with regards to the Company's majority shareholder, Esmena Investments Ltd proposing a Members Resolution with regards to a capital contribution in the Company as follows:

"MEMBERS RESOLUTION

IT IS RESOLVED THAT effective as from 20 December 2023 Esmena Investments Ltd makes a capital contribution in the equity of the Company (special reserve) in the amount of Euro 233,087.00 which shall be used to facilitate business of the Company and cannot be returned to the members or distributed as dividend (the "Capital Contribution").

The Capital Contribution shall be paid via setoff of the Company to pay the Member's Receivable of Euro 233,087.00 to Esmena Investments Ltd against Esmena Investments Ltd obligation to pay to the Company the Capital Contribution."

You are requested to make it convenient to attend the meeting.

Natalia Kyriacou

Cleo Koushos Cros

Martha Lambrianou

EXPLANATORY NOTES FOR THE MATTERS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING (EGM)

A. GENERAL NOTES ON THE MATTERS OF THE AGENDA

Esmena Investments Ltd is the majority shareholder of the Company, currently owning 99.9999% of the issued share capital of the Company.

Esmena Investments Ltd received 108,347,033 ordinary shares based on the resolution dated 12 October 2023 as a result of the Voluntary Conversion of Bonds with ISIN:CY0240131314 of the Company during the conversion window (15-30 September 2023).

The Company has payable balance towards Esmena Investments Limited in the amount of Euro 233,087.00 accrued as the interest payable for the Bonds on 15 September 2023 (the "Member's Receivables");

Esmena Investments Limited wishes to waive its right to receive the Member's Receivables and this amount i.e. Euro 233,087.00 to be considered as capital contribution in the equity of the Company by creation of a special reserve.