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Demetra Holdings Plc

AGM Information Sep 1, 2025

2462_pos_2025-09-01_207383e9-45ac-4efc-85ec-96f87d29f54e.pdf

AGM Information

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DEMETRA HOLDINGS PLC

25 June 2025

Decisions of Annual General Meeting

We wish to announce that the Company's 25th Annual General Meeting, held on Tuesday, 24 June 2025, at the "Fair Play" OPAP Hall, at the Olympic Palace in Nicosia, was attended either in person or by proxy, by 15 shareholders, representing a total of 77,886,472 shares, i.e. 38.94% of the Company's issued share capital.

The Agenda included the Ordinary Business and one Special Business. No matters were raised pursuant to Article 127B of the Companies Law and Provision D.2.1.e) of the Corporate Governance Code. At the Annual General Meeting the shareholders were given the floor.

During the transaction of business, the Management Report and the Consolidated Management Report, the Annual Corporate Governance Report of the Board of Directors and the Remunerations Policy, the Audited Financial Statements of the Company and the Group for the year ended 31 December 2024, as well as the Auditors' Report were, inter alia, submitted and an advisory, non-binding resolution on the Remunerations Report was approved.

Directors Dr. Nearchos Ioannou, Varnavas Irinarchos, Demetris Philippides and Dr. Cleanthis Chandriotis retired and were re-elected.

Directors Stavros Kattamis and Mark Klerides, who were appointed by the Board of Directors as non-Executive Directors on 28 August 2024 and 25 October 2024 respectively, retired and were elected by the General Meeting.

On the recommendation of the Company's Remunerations Committee, a resolution amending the Company's remunerations policy effective as of 01/01/2025 was approved. Under this resolution, the new remunerations of the Directors were approved. These remunerations, approved by the shareholders and effective as of 01/01/2025 are set out on page 20 of the CEO's presentation.

Grant Thornton (Cyprus) Ltd were re-appointed Statutory Auditors of the Company and the Board of Directors was authorised to determine their fees.

By Special Resolution, the Board of Directors was authorised to buy back the Company's own shares. The Special Resolution provides as follows:

"That the Company's Board of Directors be authorised and is hereby authorised to buy back for the account of the Company its own shares within twelve months from the date of this resolution, with the following terms and conditions:

  • 1. The shares may be acquired by private agreement or from the financial market with the distribution of realised and undistributed gains and/or as otherwise permitted by the Law.
  • 2. The total nominal value of the shares to be acquired and held, including the shares held by the Company and/or a third party for the account of the Company, will not exceed, at any time, ten per cent (10%) of the issued capital or twentyfive per cent (25%) of the mean value of the transactions traded during the thirtyday period preceding any acquisition, whichever is lower.
  • 3. The shares to be acquired will be held for a period not exceeding two years.
  • 4. The maximum purchase price of the shares shall not exceed five per cent (5%) of the mean purchase price of the share over the last five trading sessions preceding the buy back and there is no restriction on the minimum price.
  • 5. The relevant laws and regulations in force from time to time shall be complied with."

Christos Papaioannou Secretary

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