Logicom Public LTD — M&A Activity 2025

Jan 20, 2025

SUBMISSION OF A TAKEOVER BID TO THE SHAREHOLDERS OF DEMETRA HOLDINGS PLC FROM LOGICOM SERVICES LIMITED

Logicom Services Limited ("Logicom Services", "Offeror"), a wholly-owned subsidiary of Logicom Public Limited, announces that on 17 January 2025 purchased 17.152.353 ordinary shares in Demetra Holdings Plc ("Demetra", "DEM", "Offeree Company") representing 8,576% of the issued share capital of Demetra, for a total consideration of €26.586.147,15, i.e., at the price of €1,55 per share, from Eurobank S.A. (the "Transaction").

Prior to the Transaction, Logicom Services directly held 59.832.100 ordinary shares of nominal value €0,70 each in Demetra representing 29,916% of the total issued share capital of Demetra. Following the Transaction, Logicom Services is required, pursuant to Article 13 of the Takeover Bids Law of 2007 to 2022, L.41(I)/2007 (the "Law"), to submit a Mandatory Takeover Bid to the shareholders of Demetra.

In accordance with the above, pursuant to Article 6(2) of the Law, Logicom Services informs the investing public of the submission of a mandatory takeover bid to the shareholders of DEM for the acquisition of up to 100% of the issued share capital of Demetra (the "Takeover Bid"). The consideration offered for the acquisition of the shares of Demetra is €1,55 per share, paid in cash, to all the shareholders who will accept the Takeover Bid, provided that the Takeover Bid is successful pursuant to Article 10(1) of the Law.

Logicom Services Limited was incorporated on 04 May 2009 as a limited liability company with an issued share capital of €10.000 held directly by Logicom Public Limited. The main activity of Logicom Services is the holding of investments.

On the date of this announcement, the total issued share capital of Demetra consists of 200.000.000 ordinary shares of nominal value €0,70 each (the "Shares"). Logicom Services directly holds 76.984.453 shares representing 38,492% of the total issued share capital of Demetra. The Offeror and the persons who as per the Law are considered to be acting in concert with the Offeror, hold 76.985.841 Shares representing 38,493% of the total issued share capital of Demetra.

The Offeror has proceeded with all necessary arrangements with a banking institution in Cyprus to secure the required funds for the payment of the proposed consideration to the shareholders of Demetra who will accept the Takeover Bid.

The Takeover Bid is subject to the condition that the required approvals are obtained by the Cyprus Securities and Exchange Commission ("CySEC"), as provided by the Law.

The Takeover Bid is not subject to any other regulatory approvals or conditions, but for the Takeover Bid to be considered successful, pursuant to Article 10(1) of the Law, it is required that the Offeror will receive acceptances for a percentage of securities giving him more than 50% of the voting rights of the Offeree Company. In the event that the Takeover Bid is not successful, the Offeror will not be entitled to accept any smaller percentage of acceptances.

Further information on the Takeover Bid will be included in the Takeover Bid Document, which will be prepared pursuant to the provisions of the Law and the relevant directives of CySEC in relation to the content of the Takeover Bid Document.

The Cyprus Investment and Securities Corporation Limited ("CISCO") is acting as financial advisor to the Offeror in connection with the Takeover Bid. Additionally, CISCO is also acting as the Underwriter Operator pursuant to the provisions of RAA 96/2008 of CSE as amended.

This announcement is made pursuant to Article 6 of the Law and the Directive DI41- 2007-01 of 2012 of CySEC.

This announcement is sent to CySEC, the CSE and the Board of Directors of the Offeree Company.

Nicosia 17 January 2025