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Mitsides Public Company Ltd

AGM Information Dec 11, 2024

2483_agm-r_2024-12-11_451de452-afcf-4c0d-a930-53ccc4c57caa.pdf

AGM Information

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METTMANN PUBLIC COMPANY LIMITED – HE 405498

ANNOUNCEMENT

An extraordinary general meeting of the Shareholders of METTMANN PUBLIC COMPANY LIMITED, hereinafter referred to as the "Company", was held on December 11, 2024, at 11 am in Limassol, Cyprus, at the Company's registered office which is Spyrou Araouzou 67, Ulysses House, 2nd floor, office 202, 3036, Limassol, Cyprus, as well as by electronic means via ZOOM meeting.

REPORT OF THE DIRECTOR OF THE COMPANY

Before proceeding to considering the agenda of the Meeting, the Director and the Chairman stated that METTMANN PUBLIC COMPANY LIMITED in the course of conducting its business operations, is considering the possibility of obtaining financing from a third party by entering into a loan agreement for obtaining of an interestbearing loan.

The loan amount is 20,000,000.00 (twenty million euros) with an interest rate of 4% per annum and a repayment date on or before December 31, 2027. The loan amount will be used by Mettmann PLC to finance its investment projects in the European Union. The applicable law for the loan agreement is the Law of the Republic of Cyprus.

Taking into account AML EU directive as implemented in Cyprus legislation as well as the Law which provides for the implementation of all applicable Sanctions laws, including the Decisions and Regulations of the Council of the European Union (Restrictive Measures) and based on the internal policies of Mettmann PLC which you can find on the official web-site of the Company, we would like to highlight that:

  • Preliminary AML and Sanctions checks have been conducted on Jacomo Company Limited as the Lender in the proposed transaction. Prior to the conclusion of the Loan Agreement, Mettmann Plc will ensure that the AML and Sanctions checks are satisfactorily completed.
  • Mettmann Plc reserves the right to request documentation verifying the source of funds before any funds are transferred under the proposed Loan Agreement. In accordance with the clause 4.2 of the proposed Loan Agreement, Mettmann Plc as a Borrower has the right to consider the source of funds supporting documentation to be provided by Jacomo Company Limited at its discretion and if unsatisfied may request additional documents and / or withdraw its drawdown request and terminate the transaction entirely.

The Directors have considered the financial position of Mettmann Plc before concluding any loan agreement, as a borrower, or otherwise creating any liability towards third parties. It was assumed that the transactions would not affect the solvency of the company.

A. MATTERS RESOLVED

AGENDA 1

A. To approve conclusion of the Loan Agreement under the below terms:

1. The Lender: JACOMO COMPANY LIMITED;
2. The Borrower: METTMANN PUBLIC COMPANY LIMITED;
3. Principal amount of loan: 20,000,000.00 EUR (twenty million Euro only);
4. Interest rate: 4% (four per cent) per annum;
5. Purpose: Financing new investment projects of the Borrower;
6. Date of Loan Issuing: Upon request of the Borrower;
7. Repayment Date: On or before December 31, 2027 (inclusive);
8. Applicable law: Law of the Republic of Cyprus.

Spyrou Araouzou 67, Ulysses House, 2nd floor, office 202, Page 1 of 2 3036, Limassol, Cyprus

  • B. Authorization for the Directors of the Company to:
    • arrange the conclusion of the Loan agreement;
    • execute the Loan Agreement in accordance with the terms, conditions and timeframe that will be stated in the Loan Agreement;
    • to issue and disclose to the Lender a written drawdown request in accordance with the terms of the Loan Agreement.

Resolution: The Meeting considered and resolved to approve the Agenda 1 as proposed by the Chairman.

The Shareholders have voted as follows: Percentage of issued capital in possession

FOR: 94.581% AGAINST: 0% ABSTAIN: 5.209%

By the Board of Directors

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