Claridge Public LTD — AGM Information 2018

Aug 1, 2018

Claridge Public Limited

Office of the Secretary

10, George Gennadiou Street, Agathangelos Court, office 303, P.O. Box 50012, 3600 Limassol

Notice for Extraordinary General Meeting

Notice is hereby given that on 23 August 2018, Thursday, at 3:00 p.m., an Extraordinary General Meeting shall take place at Amathus Beach Hotel in Limassol, which shall receive for approval the following resolutions:

SPECIAL RESOLUTION

That the authorised share capital of the Company amounting to $$51.000.000$ , which is divided into 425.000.000 ordinary shares of nominal value €0,12 each, out of which 108.162.950 ordinary fully paid up shares of nominal value €0,12 each have been issued, be reduced by €29.750.000 with the reduction of the nominal value of each issued and unissued shares in the share capital of the Company from €0,12 to €0,05 each, i.e. the authorised share capital of the Company will become €21.250.000 divided into 425.000.000 ordinary shares of nominal value €0,05 each and that the amount which result from the reduction of the nominal value of the 108.162.950 issued shares of the Company from $\epsilon$ 0,12 to $\epsilon$ 0,05, that is the amount of $\epsilon$ 7.571.406,50, be used for the write off of an equal amount of accumulated losses of the Company in accordance with the provisions of Article 64(1)(b) of the Companies Law (the «Law»).

That simultaneously with the implementation of the above special resolution for the reduction of the share capital of the Company, the authorised share capital of the Company be increased from €21.250.000 divided into 425.000.000 ordinary shares of nominal value €0,05 each to €51.000.000 divided into 1.020.000.000 shares of nominal value €0,05 each out of which 108.162.950 of nominal value €0,05 have been issued and are fully paid up.

Explanatory Note: In the balance sheet of the Company on 31/12/2017 the share capital of the Company was €12.979.554 and there were in addition €165.523 other reserves. The accumulated losses of the Company were €7.851.143 and as a result the net balance of the share capital and the reserves of the Company was €5.293.934, that is less than the 50% of its share capital. In order to deal with the provisions of Articles 169F of the Companies Law, the board of directors is proposing the reduction of the nominal value of the shares of the Company from their today value of €0,12 to €0,05 each. In this way accumulated losses amounting to €7.571.406,50 are written of in accordance with the provisions of Article 64(1)(b) of the Companies Law and the accumulated losses remaining in the balance sheet of the Company will be €279.736,50 while the issued share capital will be reduced to €5.408.147,50. In this way there will be full compliance with the provisions of Article 169F of the Companies Law.

ORDINARY RESOLUTION

That the decision of the board of directors of the Company of 10/07/2018 for terminating the application of the provisions of the Corporate Governance Code of the Cyprus Stock Exchange be approved and ratified and with this resolution it is hereby approved and ratified.

Explanatory Note: On 10/07/2018 the board of directors of the Company decided to terminate the application of the provisions of the Corporate Governance Code of the Cyprus Stock Exchange because the activities of the Company have

been significantly reduced and as a result the application of the said code, taking into consideration the cost of its application cannot be considered to the benefit of the Company. Despite the fact that the decision of the board of directors has full effect, the board of directors requires the ratification of its decision by the shareholders of the Company.

Limassol, 26 July 2018

By order of the board of directors

P&D Se etarial Services Limited Secretary

Claridge Public Limited

Office of the Secretary

Notes

1. RECORD DATE

The 22^nd of August 2018 is fixed as record date for participating in the Extraordinary General Meeting of the 23rd August 2018,

Solely shareholders registered on the record date at the Central Depository/Register of the Cyprus Stock Exchange may exercise their right for participation and voting at the Extraordinary General Meeting and any other change or entry in the relevant register following the record date shall not be taken into account for fixing the right of any person to participate and vote at the meeting. The right of any member to participate in the Extraordinary General Meeting and to vote with regard to his shares is not subject to any condition precedent for the deposition or the transfer to any other person or to be registered in the name of any other person prior to the Extraordinary General Meeting. Any member is free to sell or otherwise transfer his shares in the Company at any time between the record date and the date of the Extraordinary General Meeting for which the present applies.

At the Extraordinary General Meeting proof of the membership of any member on the Company may be made with the showing of his identity card or any other certificate of recognition under which it will be possible for the Company to identify such member in the register of members on the record date.

2. RIGHT TO APPOINT PROXIES

Any member entitled to be present and vote to the said Meeting, has the right to appoint a proxy to be present and vote at the meeting in his stead. The said proxy is not necessary to be a shareholder of the Company. The appointed proxy may be a natural or a legal person and shall act in accordance with the instructions given by the member appointing him. The document for appointing a proxy is available at the website of the Company (www.claridgepublic.com) and must be deposited or communicated by a written notice to the Company at least 48 hours prior to the time fixed for the meeting in any of the following ways:

• At the office of the Secretary, 10 George Gennadiou Street, Agathangelos Court, 3or floor, office 303, 3041 Limassol or P.O. Box 50012, 3600 Limassol, Cyprus or
• Through electronic means to fax:25362001 or
• By email at the electronic address pmc@pkdlaw.com

Any member must ascertain the successful transmission of the document for appointing a proxy and that it has been received by the Company calling the number 25871600.

3. AVAILABLE DOCUMENTS AND INFORMATION

The full text of the proposed resolution shall be available at the website of the Company www.claridgepublic.com with all other documents required by the Law.

Should you wish to contact the Company requesting any other information related with the issues raised with the present notice, you may do so calling Messrs Panicos Sylikiotis or Pantelis Christoforides to the phone 25820920 or to their emails psylikiotis@amathus.com or pchristoforides@lanitis.com, respectively.

FICLARIDGE DOCUMENTSVAGM-EGM/EGM 2018 NOTICE [ENG].da

Claridge Public Limited

PROXY

To:- CLARIDGE PUBLIC LIMITED P.O. Box 50012, 3600 Limassol fax:00357 25 362001 e-mail: pmc@pkdlaw.com* ("you must choose the way of sending this proxy)
Me a communication communication in the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set o
of $(I.D.no./registeration/passport$
shareholder of Claridge Public Limited, hereby appoint
(I.D.no./registration/passport
(I.D.no./registration/passport), as proxy and agent for me/us, to be present
and vote in my/our stead at the Extraordinary General Meeting of the shareholders of the Company,
which take place on 23 August 2018 and of any adjournment of it.

Signed today ....................................

Signature....................................

Notes:

In case of a corporate body it is necessary for the official seal of it to be affixed on this document and the 1. signature of its authorized persons.

In case of joint holders of shares, proxies may be given solely by the shareholder whose name appears $2.$ first in the Register of Members.

The authorized person/proxy must not be a shareholder of the Company. $3₁$

The shareholder giving the proxy has powered to fix the way that the authorized person shall vote. If $\mathbf{A}$ . there will no indication as to the way that the authorized person shall vote, then such authorized person can vote or abstain from voting at will.

Way of voting:

• For/Against the special resolution. Ι.
• For/Against the ordinary resolution. $\mathsf{II}.$

Indicate your preference. If you shall not do so your proxy has the authority to vote at his sole discretion.

FOR INTERNAL USE
Code for	Code for
Represented shareholder	Representative/Proxy
Number of shares	Date received