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A.J. Green Shell Plc

AGM Information May 4, 2023

2527_iss_2023-05-04_76d2e670-e8ab-42ef-a443-391fc8bcbeff.pdf

AGM Information

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A.J. Green Shell Plc

15, Agion Omologiton, 1080, Nicosia, Cyprus Registration No. HE 358762 (the "Company")

UNANIMOUS WRITTEN RESOLUTION BY ALL THE DIRECTORS OF THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY DATED 4 MAY 2023

A. Documents

The following documents (the "Documents") were in the possession of and considered by the directors:

    1. Minutes of the Extraordinary General Meeting of the shareholders of the Company dated 2 May 2023 where it was decided:
    2. a. The approval for the revocation of all the resolutions that were approved in the Extraordinary General Meeting of the Company dated 7 April 2023.
    3. b. The approval of the reverse takeover between the Company, Irfan Siddiqui and Plastic Recycling Investment Limited, by which the Company obtains the shares in Liberton Tech Investment.
    4. c. That the issued capital of the Company be increased from €26.145,00 divided into 747 ordinary shares of nominal value of €35,00 each to €43.328.565,00 divided into 1.237.959 ordinary shares of nominal value of €35,00 by the creation of 1.237.212 ordinary shares of nominal value of €35,00 each, which will have the same rights as the existing ordinary shares.
    5. d. That the newly created 1.265.771 ordinary shares of nominal value €35,00 each, each to be issued and allotted to Irfan Siddiqui and Plastic Recycling Investment Limited as part of the consideration for the shares in Liberton Tech Investment and for the purposes of the reverse takeover transaction between the Company, Irfan Siddiqui and Plastic Recycling Investment Limited.
    1. Draft of a share purchase agreement between the Company (as the buyer), Irfan Siddiqui and Plastic Recycling Investment Limited (as the sellers) for the sale of the entire allotted and issued share capital of Liberton Tech Investment.

B. Declaration of Interest of the Directors

In accordance with section 191 of the Companies Law, Cap. 113 of the Laws of Cyprus, as amended, and the articles of association of the Company, any directors that have a personal interest in the transactions to be resolved upon herein have declared such interest. All directors declare that such interest is noted and recorded in the Company's books and it was also declared that despite any interest by the relevant directors, all directors were entitled to vote with respect to the resolutions set out herein.

C. Resolutions

After careful consideration by the directors of the substance and the transactions contemplated by, and the terms of, the Documents and, in particular, the liabilities thereby imposed by the Documents on the Company, the directors noted that they are confident that the Company is in a position to discharge the same and by a unanimous written resolution of all the directors of the Company, it is hereby resolved as follows:

    1. that the Documents are on bona fide commercial terms (and such as could be reached by parties dealing at arms' length) and in the best interests of the Company;
    1. that it is for the commercial benefit and in the best interests of the Company to execute the Documents;
    1. that the grant of security interests as described in the Documents is hereby approved;
    1. that the filing of the security interests to the Registrar of Companies as described in the Documents is hereby approved;
    1. that any one director of the Company, each with power to act on his own (each an "Authorised Signatory") be and is hereby authorised to sign and execute (and if necessary execute as a deed with or without affixing the common seal of the Company) and deliver the Documents (in the form of the drafts held by the directors or with such amendments as the Authorised Signatory signing may, in his absolute discretion approve, such approval to be conclusively evidenced by the execution and delivery of such Documents; and
    1. that any one Authorised Signatory is authorised to do all other such acts and things as might in his sole opinion and absolute discretion be necessary or desirable in connection with and for the purposes of the Documents and the transactions contemplated by the Documents, including to confirm that the resolutions herein are still in effect and have not been varied or rescinded.

Irfan Siddiqui Chan Zaib Director Director

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