APHRODITE SPRINGS PUBLIC LIMITED
(the "Company")
Resolutions in writing of the Board of Directors of the Company passed in accordance with the Articles of Association of the Company this 21th day of December, 2022.
1. BACKGROUND
Whereas:
- (A) On 29 November 2022, the directors of the Company have passed a written resclution in connection with the Capital Increase (as defined therein) pursuant to which they had, Inter alla, authorised the calling of an Extraordinary General Meeting of the Company.
- (B) On 21 December 2022, the extraordinary general meeting of the shareholders of the Company took place and the shareholders inter alla approved the increase of the authorised share capital of the Company from €34,200 divided into 20,000 ordinary shares of nominal value €1.71 each to €41,370.03 divided Into 24,193 ordinary shares of €1.71 each and authorised the issue and allotment of the shares in connection to the relevant Capital Increase and the exclusion of the pre-emption rights of the shareholders of the Company artsing under the provisions of the articles of association of the Company and the Company Law Cap. 113 (the "Law"), pursuant to the provisions of section 60B and 59A of the Law, until the date failing 5 years from the date of this resolution.
- (C) Following the abovementioned extraordinary general meeting, the directors of the Company are considering the passing of the following resolutions in order to proceed with the issue and allotment of some of the shares relating to the relevant capital increase.
2. RESOLUTIONS
After due and careful consideration, to promote the success of the Company for the benefit of the Company T IS HEREBY UNANIMOUSLY RESOLVED as follows:
- A. THAT the Company hereby issues and allots the below mentioned shares in the following tranches (as if the pre-emption rights under the articles of association of the Company did not apply):
- a. Capital Increase 1:
- i. Invel: 118 ordinary shares at a value of €1,634 each (i.e. nominal value of €1.71 each and premium of €1,632.29)
- il. Prodea: 3,034 ordinary shares at a value of €1,634 each (i.e. nominal value of €1.71 each and premium of €1,632.29)
- Capital Increase 2: b.
- i. Invel: 5 ordinary shares at a value of €1,634 each (i.e. nominal value of €1.71 each and premium of €1,632.29)
- ii. Prodea: 118 ordinary shares at a value of €1,634 each (i.e. nominal value of €1.71 each and premium of €1,632.29}
- B. THAT the secretary of the Company be and is hereby authorised to update the register of members of the Company in relation to the Capital Increase 1 and Capital Increase 2 as described in the above-mentioned resolution and proceed with any necessary filings with the Registrar of Companies and the Cyprus Stock Exchange.
- C. THAT the directors of the Company hereby clarify that the following shares In relation to the Capital Increase 3 will be issued and allotted in the future, if and when required:
- a. Capital Increase 3:
- i. Invel: 34 ordinary shares at a value of €1,634 each (i.e. nominal value of €1.71 each and premium of €1,632.29)
- il. Prodea: 884 ordinary shares at a value of €1,634 each (i.e. nominal value of €1.71 each and premium of €1,632.29)
- D. THAT any and all actions taken by the Directors in connection with the transactions contemplated by the foregoing resolutions, but taken prior to the execution hereof by the Company be and are hereby ratified, confirmed, approved and adopted in all respects as fully as if such action(s) had been presented for approval, and approved, by the board of directors and of the Company prior to such action being taken.
COUNTERPARTS:
This board of directors' resolution may be signed in any number of counterparts and provided that all directors have executed a counterparts together shall constitute binding and enforceable board of directors resolution and the effective date will be the date that the last director will execute this board of directors' resplution.
ARISTOTELIS KARYTINOS
DEMETRIS ROTIS
HE 174743
Director
Director
GEORGIOS MISIRLIS
ELIAS NEOCLEOUS
Director
Director
Director Director GEORGIOS MISIRLIS ELIAS NEOCLEOUS Director Director
HE 174743