AGM Information • Nov 11, 2025
AGM Information
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General meeting of the Shareholders
An extraordinary general meeting of the Shareholders of METTMANN PUBLIC COMPANY LIMITED, hereinafter referred to as the "Company", was held on November 10, 2025 at 10:30 am in Limassol, Cyprus at the Company's registered address which is Spyrou Araouzou 67, Ulysses House, 2nd floor, office 202, 3036, Limassol, Cyprus, as well as by electronic means via ZOOM meeting.
Due notice of the meeting had been given and that six (6) Shareholders representing the 99,789% of issued capital of the Company were presented and quorum was deemed to be proper in accordance with the Company's Memorandum and Articles of Association.
Before proceeding to considering the agenda of the Meeting, the Chairman stated that the Company intends to issue additional three hundred sixty thousand (360 000) Callable Corporate Bonds, each with a nominal value of one hundred Euros (€100) (the "Additional Bonds"). These Additional Bonds shall be listed on the ECM of the CSE and shall be governed by the same terms and conditions as those applicable to the existing 500 000 Callable Corporate 4%-Coupon Bonds already issued and listed on the Emerging Companies Bond Market (the "ECM") of the Cyprus Stock Exchange (the "CSE") under the Trading Code METTB2030 (the "Existing Bonds").
The terms and conditions of the issuance of Additional Bonds were approved by the Board of Directors of the Company on the ordinary meeting of the Board of Directors which took place on 17.10.2025.
Notices for the call of the General Meetings of the Shareholders and the Bondholders were officially published on 17th October 2025 in the OAM System of the CSE and on the Company's website. The following materials were made available for review by eligible individuals entitled to vote at the meetings:
MICHAEL KYPRIANOU & CO LLC (the "Trustee") is acting as the trustee for the benefit of the bondholders, in accordance with the Bondholder Trust Agreement dated 20.11.2023. For the purpose of the issuance of the Additional Bonds, the Company and the Trustee intents to enter into the Additional Agreement No. 1 to the Bondholder Trust Agreement to implement the necessary amendments to the Bondholder Trust Agreement.
The amendment concerns the definition of the "Programme Limit" contained therein, which shall be revised to reflect that the maximum aggregate nominal amount of bonds that may be issued under the Programme shall not exceed €86 000 000 (eighty-six million euros), replacing the previous limit of €50 000 000 (fifty million euros) (the "Proposed Amendment"). This amendment enables the issuance and subsequent listing of the Additional Bonds.
The Additional Agreement No.1 to the Bondholders Trustee Agreement gives effect to the Proposed Amendment and incorporates the Term Sheet relating to the issuance of the Additional Bonds, which specifies the total number of Additional Bonds expected to be issued and admitted. All other provisions in the said Additional Agreement are included for clarification purposes only and do not affect any other terms of the bonds.
The Company prepared a subscription, to be concluded by the potential subscribers as a contract of adhesion by signing a subscription form for the desired amount of bonds. Noted that the payment for the Additional Bonds may be made by way of conversion (novation) of any existing debt of the Company to the interested subscribers into the respective amounts of bonds.
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MEGA EQUITY SECURITIES & FINANCIAL SERVICES PUBLIC LIMITED, a Cyprus investment firm acting under CySEC license #011/03, is appointed as the Authorised Custodian and the Paying Agent of the Company. The Company concluded with MEGA EQUITY SECURITIES & FINANCIAL SERVICES PUBLIC LIMITED the Custody Agreement dated 12.10.2023 and the Paying Agent Agreement dated 20.11.2023, accordingly. Upon approval of the additional issuance both agreements may be extended in order to cover the total amount of the bonds.
To approve the issue of additional bonds pursuant to the terms and conditions indicated in the Term Sheet
Resolution: The Meeting considered and resolved to approve the Agenda 1 as proposed by the Company.
The Shareholders have voted as follows: Percentage of issued capital in possession
FOR: 99.789%
AGAINST: 0%
ABSTAIN: 0%
Subject to the approval of the Bondholders, to authorize the Directors of the Company to arrange conclusion Additional Agreement No. 1 to the Bondholders Trustee Agreement
Resolution: The Meeting considered and resolved to approve the Agenda 2 as proposed by the Company.
The Shareholders have voted as follows: Percentage of issued capital in possession
FOR: 99.789%
AGAINST: 0%
ABSTAIN: 0%
Subject to the necessary approvals required under laws and regulations of the Cyprus Stock Exchange, to authorize the Directors of the Company to take all actions required for the issuance of additional bonds and execute all documents related to this purpose, including but not limited to the entry into any related agreement, documents, exhibits, or letters.
Resolution: The Meeting considered and resolved to approve the Agenda 3 as proposed by the Company.
The Shareholders have voted as follows: Percentage of issued capital in possession
FOR: 99.789%
AGAINST: 0%
ABSTAIN: 0%
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