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Ermes Department Stores PLC Proxy Solicitation & Information Statement 2023

May 15, 2023

2466_agm-r_2023-05-15_68bd6d7b-2bed-4e55-acfc-da0bd47ed97b.pdf

Proxy Solicitation & Information Statement

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ERMES DEPARTMENT STORE PLC (the "Company")

ΝΟΤΙCE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN for the Extraordinary General Meeting of the Company's Shareholders, to be held on 2 June 2023, at 10.00 a.m., at the Company's registered office, 200 Limassol Ave., Shacolas House, 2025 Strovolos, Nicosia, with the following agenda:

AGENDA

To examine and, if deemed appropriate, adopt, with amendments if any, the following resolutions which will be proposed by the Board of Directors, as ordinary resolutions:

ORDINARY RESOLUTIONS

1. "The approval, and it is hereby approved, of the provision of security by the Company, in the form of pledge of 30% of the shares held in Superhome Center (DIY) Limited), in order to secure a credit facility to be granted by a credit institution to Argosy Trading Company Ltd, a fully-owned subsidiary of Cyprus Trading Corporation Plc, amounting to €9,500,000."
1. "The approval, and it is hereby approved, of the obtaining of a loan by the Company amounting to €6,000,000 from Argosy Trading Company Ltd, of which €3,000,000 will be used to settle an existing bank loan obtained by the Company's subsidiary and the remainder to facilitate its trading activities, as may be decided by the Company's Board of Directors."
1. "The authorisation, and it is hereby authorised, of the Company's Board of Directors to take and carry out on behalf of the Company the actions necessary for the completion of the transaction under resolution 1. above including, without limitation, the authorisation by the Board of Directors of one or more Directors or other person or persons, to issue and deliver all necessary agreements or any other documents and, generally, to carry out all relevant actions at the discretion of the Board of Directors."

The Notice of the General Meeting will not be sent or posted to the shareholders, pursuant to the provisions of Article 128 of the Companies Law, Cap. 113.

By order of the Board of Directors

George Mitsides Secretary