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Galaxy Cosmos Mezz PLC — Proxy Solicitation & Information Statement 2026
May 15, 2026
10214_rns_2026-05-15_6d3ca579-f8c6-41a4-b2ff-73346427377a.pdf
Proxy Solicitation & Information Statement
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G
GCM
GALAXY COSMOS MEZZ
GALAXY COSMOS MEZZ PLC ("THE COMPANY")
SUMMARY OF THE MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING 2026
The matters referred to in the Agenda of the Notice to the Annual General Meeting ("AGM") of the Company dated 8.06.2026, apart from the 6th item, constitute the Ordinary Business of the AGM.
Required quorum for each item: 20% of share capital
Required quorum for any repeat General Meeting: any percentage
Required majority: Ordinary Resolution, i.e. 50% + 1 of those present and voting either in person or by proxy.
For the proposed Special Resolution regarding the 5th agenda item, we note the following:
Required quorum for each item: 50% of share capital
Required quorum for any repeat General Meeting: 20% of share capital
Required majority: Special Resolution, i.e. 75% + 1 of those present and voting either in person or by proxy.
AGENDA ITEMS AND PROPOSED RESOLUTIONS
- Approval of the Company's Financial Statements for the year ending on 31 December 2025
The Board of Directors (the "Board") proposes to the AGM, the approval of the Annual Financial Statements for the year ending 31 December 2025.
The abovementioned financial statements comprise of the statement of financial position as at 31 December 2025, the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the period from 1 January 2025 up to 31 December 2025 and notes to the financial statements, including a summary of significant accounting policies. The abovementioned Financial Statements, the Auditors Report and the Board Management Report were approved by the Board in its meeting dated 30.04.2026.
Galaxy Cosmos Mezz PLC | 33 Vasilissis Freiderikis, Palais D'Ivoire House, 1066 Nicosia, Cyprus
T: +357 22022882 | F: +357 22022883 | E: [email protected] | https://www.galaxycosmosmezz.com/
Registration No.: HE 433604 | TIC: 10433604E | VAT: CY10433604E
The abovementioned financial statements, the Board Management Report and the Auditors' Report of 31st December 2025 are available to the shareholders, on the Company's website https://www.galaxycosmosmezz.com.
Based on the financial results of the financial year 2025 and in conjunction with the provisions of Companies Law, Cap.113, the board of directors of the Company resolved to propose the reduction of the Company's share capital according to the details set out in the 5th item below.
Draft proposed resolution for the abovementioned matter:
The AGM has approved the final audited financial statements for the year ending 31.12.2025, as well as the relevant Management Report and the Auditors Report.
2. Re-election / Election of Directors for a 3-year term
According to Article 54 of the company's Articles of Association, the appointment of the members comprising the Board, is subject to approval by the AGM for a term of office of three years, effective from the date of the said approval.
Messrs. George Kallinicou, George Kontos have been appointed to the Board on 04.10.2022 and during the AGM dated 7 July 2023 their election was approved for a three-year term. In this context, the Board proposes that their appointment as members of the Board is approved by the AGM, for a term of office of three years.
More information about the curricula vitae (CV's) of the members of the Board, is available at the Company's website https://www.galaxycosmosmezz.com/
Draft proposed resolution for the abovementioned matter:
The AGM approved that (a) the election of all members of the Board shall be approved by one joint resolution instead of a respective resolution for each member separately and (b) the election of the members of the Board for a three-year term office, up until the date of the AGM, as this shall be determined within the year 2029.
3. Approval of the remuneration of the directors
According to article 58 of the Articles of Association of the Company, the remuneration of the directors is determined by the Board and is presented to and approved by each AGM.
The Board proposes to the AGM, the amount of remuneration of the Board members for the year 2026 to remain equal to the amount initially agreed, that is, €12,000 for the Executive Chairman of the Board and €6,000 for each non-executive member of the Board.
Galaxy Cosmos Mezz PLC | 33 Vasilissis Freiderikis, Palais D' Ivoire House, 1066 Nicosia, Cyprus
T: +357 22022882 | F: +357 22022883 | E: [email protected] | https://www.galaxycosmosmezz.com/
Registration No.: HE 433604 | TIC: 10433604E | VAT: CY10433604E
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Draft proposed resolution for the abovementioned matter:
The AGM approved that the amount of remuneration of the Board for year 2026, shall be €12,000 for the Executive Chairman of the Board of Directors and €6,000 for each non-executive member of the Board.
- Appointment of Baker Tilly as auditors of the Company up until the next Annual General Meeting
The Board proposes the appointment of Baker Tilly Cyprus as Auditors and declares that this proposal is not influenced by any third parties and no contractual clause exists between the Company and a third party, which might limit the alternative options available to the Shareholders' General Meeting, to specific categories or lists of auditors or audit firms, regarding the appointment of a specific Legal Auditor or audit firm, for the purpose of carrying out the mandatory audit of the Company.
Draft proposed resolution for the abovementioned matter:
The AGM has approved the election of Baker Tilly Cyprus as the auditor of the Annual Financial Statements of the Company, up until the next AGM.
- Determination of the Auditors' remuneration
The total remuneration, which has been paid for audit services provided during the year ending 31.12.2025, are presented in note 10 of the Annual Financial Statements of the Company for the year 2025.
The Board proposes to the AGM, to authorize the Board to determine the auditors' renumeration.
Draft proposed resolution for the abovementioned matter:
The AGM has authorized the Board to determine the renumeration of the Company's auditors, namely baker Tilly Cyprus.
- Approval of the distribution of a final dividend in the amount of EUR 5,216,469.84 (EUR 0.06 per share)
The Board of Directors has reviewed the Company's financial statements for the financial year 2025 and, taking into account the bank balances as at 14 May 2026 and the expense budget maintained for a future period of three years, has determined that a significant portion of the available cash is not necessary for maintaining the Company as a going concern.
As a result, it recommends to the General Meeting the approval of the distribution of a final dividend in the amount of EUR 5,216,469.84 (EUR 0.06 per share), in accordance with the provisions of the Companies Law, Cap. 113.
Galaxy Cosmos Mezz PLC | 33 Vasilissis Freiderikis, Palais D' Ivoire House, 1066 Nicosia, Cyprus
T: +357 22022882 | F: +357 22022883 | E: [email protected] | https://www.galaxycosmosmezz.com/
Registration No.: HE 433604 | TIC: 10433604E | VAT: CY10433604E
Draft proposed resolution for the abovementioned matter:
The Annual General Meeting resolved to approve the distribution of a final dividend in the amount of EUR 5,216,469.84 (EUR 0.06 per share), in respect of the financial year ended 31 December 2025.
Shareholders entitled to receive the dividend shall be those registered in the Company's Share Register on the record date 11 June 2026, as determined in accordance with the Regulations of Euronext Athens.
The starting date for the payment of the dividend shall be 17 June 2026, in accordance with the provisions of the Companies Law, Cap. 113, and the relevant Regulations of Euronext Athens.
The Board of Directors and/or any authorised officer of the Company is hereby authorised to take all necessary steps and actions for the implementation of this resolution, including the announcement and distribution of the dividend in accordance with applicable laws and regulations.
Galaxy Cosmos Mezz PLC | 33 Vasilissis Freiderikis, Palais D' Ivoire House, 1066 Nicosia, Cyprus
T: +357 22022882 | F: +357 22022883 | E: [email protected] | https://www.galaxycosmosmezz.com/
Registration No.: HE 433604 | TIC: 10433604E | VAT: CY10433604E