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RichReach Corporation Public Ltd

Governance Information • Apr 16, 2020

2529_rns_2020-04-16_1146226d-0f4f-4702-8add-8f720cea3691.pdf

Governance Information

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CONCENTRATED STATEMENT FOR THE FREE FLOAT OF THE SHARE CAPITAL OF COMPANY:

RichReach Corporation Public Ltd

$\overline{A}$ . Bodies of Administration - Management and
Surveillance
[(Article 137(3)]		 Total number
of shares		 Percentage of
the total
number of
shares		 Trading Code /
Trading Account
1. Chairman of the Board ANTONIS KARITZIS 12,500 0.111%
2. Members of the Board (Names)
2.1 GEORGE ROUSOU 53,959 0.480%
2.2 CHRISTAKIS IERIDES 22,334 0.199%
2.3 EPAMINONDAS METAXAS $\Omega$ 0.000%
2.4 GEORGIOS KOUFARIS $\mathbf 0$ 0.000%
3. General Manager
4. Financial Manager
5. Head of Accounting Department
6. Secretary
7. Auditors (names of partners/employees)
8. Buy Back
9. Employees Provident Funds
(Names of funds)
B. Major Shareholders (over 5%)
B.1 3L TRANSCENDENT INVESTMENTS LTD 8,242,877 73.291%
B.2 COEUR DELION SOFTWARE ENGINEERING
LTD		 2,184,986 19.428%
TOTAL 10,516,656 93.508%
C. Company Employees 6,396 0.057%
FREE FLOAT TO THE PUBLIC 723,726 6.435%
TOTAL NUMBER OF LISTED SHARES 11,246,778 100.000%

AS AT 31st of December 2019

Position

NAME - SURNAME

SIGNATURE

DATE

Chairman

ANTONIS KARITZIS

ANTOMISKA ZIS

08/01/2020
08/01/2020

Secretary

MITED KARANTO SECRETARRALNED SECRET ANTONIS KARITZIS Director of the Secretary

CONCENTRATED ELEMENTS OF THE FREE FLOAT OF THE SHARE CAPITAL OF THE COMPANY

A. Market in which the securities of the
company are listed		 EMERGING COMPANIES MARKET (ECM) OF THE CSE
B. Information: Number of Persons Number of Persons
B.1 Natural Persons 19
B.2 Legal Persons 5
B.3 Total $(B1 + B2)$ 24
B.4 Members of the Board of Directors 3
ì.
Directly		 3
ii.
Through persons who hold shares in
their name, but for the account of every
Member of the Board
iii.
Through undertakings controlled by
every Member of the Board
iv. Through persons acting in concert with
every Member of the Board		 .
B.5 Major shareholders over 5% $\overline{2}$
B.6 Total $(B4 + B5)$ (5)
$\overline{C}$ . TOTAL $(B3 - B6)$ $\overline{19}$
Position NAME - SURNAME SIGNATURE DATF
CHAIRMAN ANTONIS KARITZIS ANTONIA ANTONIA 01/2020

FREE - FLOAT OF THE SHARE CAPITAL OF THE COMPANY: RichReach Corporation Public Ltd

A. Bodies of Administration -
Management and Supervision
[(Article 137(3)]		 Total number of
shares		 Percentage to the
total number of
shares		 Trading Code /
Trading Account
$\mathbf{1}$ . Chairman of the Board
Name: ANTONIS KARITZIS
Τ. Directly 12,500 0.111%
Ш. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
III. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL 12,500 0.111%

AS AT 31st of December 2019

Position NAME - SURNAME SIGNATURE DATE 08/01/2020 CHAIRMAN ANTONIS KARITZIS TZIS ANTO

2.1 Member of the Board Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
I. Name: GEORGE ROUSOU
Directly		 53,959 0.480%
П. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
III. Through undertakings controlled by the
abovementioned person (names)
Coeur DeLion Software Engineering		 2,184,986 19.428%
Ltd
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL 2,238,945 19.907%

Note: Complete the number of forms as are required for every member of the board giving the appropriate numbering 2.1, 2.2, 2.3 etc (place the second numeral after the number 2 in the above form).

Position

NAME - SURNAME

SIGNATURE

DATE

DIRECTOR GEORGE ROUSOU

George/buseau 08/01/2020

Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
$\overline{2.2}$ Member of the Board
Name: CHRISTAKIS IERIDES
T. Directly 22,334 0.199%
II. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
III. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL 22,334 0.199%

Note: Complete the number of forms as are required for every member of the board giving the appropriate numbering 2.1, 2.2, 2.3 etc (place the second numeral after the number 2 in the above form).

Position NAME - SURNAME

DIRECTOR CHRISTAKIS IERIDES

$\overline{\text{null}}$ $\overline{\text{B}}/i\overline{\text{loop}}$ SIGNATURE

Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
2.3 Member of the Board
Name: EPAMINONDAS METAXAS
Τ. Directly $\mathbf 0$ 0.000%
Ш. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
III. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL $\mathbf 0$ 0.000%

Note: Complete the number of forms as are required for every member of the board giving the appropriate numbering 2.1, 2.2, 2.3 etc (place the second numeral after the number 2 in the above form).

Position

NAME - SURNAME

SIGNATURE

DATE

DIRECTOR

EPAMINONDAS METAXAS $\overbrace{\hspace{1cm}}$ $\overbrace{\hspace{1cm}}$ $\overbrace{\hspace{1cm}}$ $\overbrace{\hspace{1cm}}$ $\overbrace{\hspace{1cm}}$ $\overbrace{\hspace{1cm}}$ $\overbrace{\hspace{1cm}}$ $\overbrace{\hspace{1cm}}$ $\overbrace{\hspace{1cm}}$

Total number of
shares		 Percentage to
the total
number of		 Trading Code /
Trading Account
shares
2.4 Member of the Board
Name: GEORGIOS KOUFARIS
J. Directly $\mathbf 0$ 0.000%
Ш, Through persons holding shares in
their name but for the account of the
above mentioned person (names)
Ш. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL $\mathbf 0$
0.000%

Note: Complete the number of forms as are required for every member of the board giving the appropriate numbering 2.1, 2.2, 2.3 etc (place the second numeral after the number 2 in the above form).

Position NAME - SURNAME SIGNATURE DATE
DIRECTOR GEORGIOS KOUFARIS . . $9 1 $ $0v$
$\overline{3}$ . General Manager Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
Name: KYPRIANOS KYPRIANOU
I. Directly $\mathbf 0$ 0
Π. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
Ш. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL 0 0

Position

NAME -- SURNAME

SIGNATURE

DATE

GENERAL MANAGER

KYPRIANOS KYPRIANOU

$10120$

*Please return this document to the Cyprus Stock Exchange, after its completion.

$\mathcal{C}$

Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
4. Financial Manager
Name:
Ι. Directly 0 0
II. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
Ш. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL 0 0
Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
5. Head of Accounting Department
Name:
I. Directly $\Omega$ O
Π. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
III. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL 0 0

Position NAME - SURNAME SIGNATURE DATE $3/0.1$ ANTONIS KARITZIS ANFONTS KARITZIS CHAIRMAN

Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
$\overline{6}$ . Secretary
Name: KARANTO SECRETARIAL
LTD
L Directly $\Omega$ 0
Π. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
III. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL $\circ$ 0
Position NAME - SURNAME SIGNATURE DATE
CHAIRMAN ANTONIS KARITZIS ANTOM
TTZIS		 380/1020
Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
$\overline{7}$ . Auditors
Name:
I. Directly $\mathbf 0$ $\mathbf 0$
П. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
III. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL
0 0

Note: Forms should be completed for any partners and employees which are involved in the auditing of the accounts which hold shares of the company either directly or indirectly, giving the appropriate numbering 7.1, 7.2, 7

Position NAME - SURNAME SIGNATURE DATF
CHAIRMAN ANTONIS KARITZIS ANTONIS KARITZIS $\omega$ lzo $\nu$
Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
8. Buy Back $\overline{0}$ $\overline{0}$
TOTAL $\overline{0}$ $\overline{0}$

Position

NAME - SURNAME

SIGNATURE

DATE

CHAIRMAN

ANTONIS KARITZIS

ANTONISKARITZIS

$06/01/ww$

Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
9. Employees Provident Funds
Names of funds:
Ъ, Directly $\mathbf 0$ $\Omega$
批 Through persons holding shares in
their name but for the account of the
above mentioned person (names)
Ш. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL 0 0

Note: Complete the number of forms according to the number of the Employees Provident Funds giving the numbering 9.1, 9.2, 9.3 etc (the second numeral should be placed after the number 9 above).

Position NAME - SURNAME SIGNATURE DATE
CHAIRMAN ANTONIS KARITZIS TTZIS 1220
$\overline{B}$ . Major Shareholders (over 5%) Total number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
B.1 Name:
3L Transcendent Investments Ltd
T. Directly 8,242,877 73.291%
Ⅱ. Through persons holding shares in
their name but for the account of the
above mentioned person (names)
III. Through undertakings controlled by the
abovementioned person (names)
IV. Through persons acting in concert with
the abovementioned person (names)
TOTAL 8,242,877 73.291%

Note: Complete the number of forms according to the number of the major shareholders giving the appropriate numbering B.1, B.2, B.3. etc (the number should be placed after the letter B in the form above).

Position

ú

NAME - SURNAME

SIGNATURE ANFONTS RAY RITZIS DATE

CHAIRMAN ANTONIS KARITZIS

$0800$

C. Company Employees ID Number Total
number of
shares		 Percentage to
the total
number of
shares		 Trading Code /
Trading Account
1. GEORGE INIATIS 998719 5,271 0.047%
2. SOTERIS SOTERIOU 964874 1,000 0.009%
3 MICHALIS ELEFTHERIOU 986099 125 0.001%
TOTAL 6,396 0.057%
Number of Employees who hold shares
3
Number of Employees who do not hold shares
$\mathbf{2}$
Position
NAME - SURNAME
SIGNATURE
DATE
CHAIRMAN ANTONIS KARITZIS ANFOMS K RITZIS 08/01/220
£

APPENDIX A

TOTAL NUMBER OF ISSUED BUT NOT LISTED SHARE
CAPITAL		 Total number
of shares		 Total
(a) same category $\bf{0}$ $\mathbf 0$
(b) other category $\pmb{0}$ $\pmb{0}$
0 $\pmb{0}$
Position NAME - SURNAME SIGNATURE DATE
Chairman ANTONIS KARITZIS ARIXZIS
ANTOM
the contract of the contract of the company of the contract of		 101 Wie
KARANTO SECRETARIAL LIBRO SECRETARIAL LIMITED
Secretary ANTONIS'KARITZIS 08001000
Director of the Secretary

EXPLANATIONS:

    1. Controlled undertaking means every undertaking in which a person or a number of persons acting in concert, has:
  • i. the maiority of voting rights of the shareholders or partners or.
  • the right to appoint or remove the majority of the members of the body of administration, management or ii. surveillance and is at the same time a shareholder or partner of the company or
  • iii is a shareholder or partner and by himself controls the maiority of the voting rights of the shareholders or partners, pursuant to an agreement entered into with other shareholders or partners of the company.

The rights of every other controlled undertaking as above, as well as the rights of every person who acts in its own name but on behalf of the parent undertaking or any other controlled undertaking, are added to the voting rights and the right of appointment or removal of the parent company.

  • Persons acting in concert, means persons which with coordinated actions or pursuant to agreement, collaborate with $21$ each other and includes the following categories of persons by rebuttable presumption:
  • the spouse and blood relatives up to first degree of kindred of the persons which are referred to in section (3) of i. Article 137 (3).
  • ii. companies in which any of the persons referred to in section (3) possess either on its own, or jointly with the other persons that are referred to in section (3), at least twenty percent (20%) of the voting rights,
  • provident funds of an undertaking controlled by any of the persons that are referred to in section (3), iii -
  • iv. partners of any of the persons that are referred to in section (3).
  • Blood relatives up to first degree of kindred include the following persons: Parents, spouse, children. $\mathbf{R}$

The relationship of the persons acting in concert with each member of the Board of Directors shall be written in parenthesis eq spouse, children, parents.

The term "Auditors" referred to in paragraph «a» of Article 137(3) of the Law of the Stock Exchange includes all of $4.$ the partners of the audit firm and all its employees which are involved in the audit of the company's accounts. As is stated on the form, forms should be completed for every partner and every employee who is involved in the auditing of the company's accounts who directly or indirectly holds shares of the company. The term «indirectly» includes capital held by persons holding shares in their name but on behalf of a partner or an employee involved in the audit of the accounts of the company, capital held by undertakings controlled by a partner or an employee involved in the auditing of the accounts of the company and capital held by persons acting in concert with a partner or an employee involved in the auditing of the accounts of the company (based on the definitions of paragraphs 1 and 2 above). For partners or employees who are involved in the audit of the company's accounts who do not hold shares of the company, a written statement regarding this should be made as follows:

«The (other) partners and (other) employees involved in the audit of the accounts of ................................... (company name) do not hold shares of the company:

  • (a) Directly or,
  • (b) through persons who hold shares in their name but on behalf of any partner or any employee involved in the audit of the company's accounts or.
  • (c) through undertakings controlled by a partner or an employee involved in the audit of the company's accounts or,
  • (d) through persons acting in concert with a partner or an employee involved in the audit of the company's accounts, according to the interpretation which is given in Article 137 (4) of the Cyprus Stock Exchange Law»

Note: The words "other" are not included in the event that all the partners and all the employees involved in the audit of the company's accounts do not possess shares of the company directly or indirectly (as is explained above).

    1. The phrase "companies in which any of the persons referred to in section (3) of Article 137 (3) of the Cyprus Stock Exchange Law" which is included in subparagraph (ii) of the interpretation of persons acting in concert (paragraph 2 above), means a company in which any of the persons which are referred to in section (a) the Article 137 (3) of the Cyprus Stock Exchange Law, holds directly over 20% of the shares with voting rights.
    1. The participation of a trust in a company is attributable to the final beneficianes (beneficial owners) by rebuttable presumption.
  • Where a participation in the listed company under consideration should be stated more than once, this should be $\mathbf{7}$ stated only once and a relevant reference for the matter should be given in a separate page of clarifications.

For example if the Chairman of the Board and the Secretary of the listed company under consideration hold 25% and 27% of the voting rights of company A respectively, the participation of company A in the listed company should be charged to either only the President or only the Secretary, making a relevant reference to this fact.

  • $\mathbf{A}$ Where a member of the administrative, managerial or supervisory bodies of the listed company is simultaneously a major shareholder (over 5%), the inclusion of his participation in category B "Major Shareholders" is not required.
  • $9.$ Regarding subparagraph (ii) of the interpretation of persons acting in concert (see paragraph 2 above), it is clarified that for the expression "jointly", the participation of the person making the declaration in a company is not required for that person to be considered to fall within the provisions of this subparagraph.

For example if the person making the declaration does not hold shares directly in a company, say company A, but his spouse holds over 20% of the voting rights, this company is considered to fall within the provisions of the above subparagraph, that is, it is considered to be a person acting in concert with the person making the declaration.

  1. Where the space given in the forms is not sufficient the remaining items should appear on the back of each form, giving a relevant reference.

11 Total of listed share capital

The total listed share capital of each company listed on the CSE as at the last working day of every quarter (end of March, June, September, December).

12 Buy Back:

The total number of shares which were acquired by the company itself, including shares which the company owned previously and which are kept in a portfolio and the shares which were acquired by a person acting in his name but ob behalf of the company. Companies Law, 135(I)/ 2000.

13. Company Employees

The total number of shares that the personnel owns to the listed share capital of the company shall be submitted to the Council. The Council shall examine each case separately and will decide as to whether this percentage should be considered as free float to the public.

Specifically where there is a large number of employees the employees of the company with the largest stake in its share capital shall be stated, as well as the total number of shares held by the remaining employees. The total number of employees of the company should also be stated.

14. Trading Code / Trading Account

Refers to all the trading codes/references and Trading Accounts linked to the persons which are referred to in Sections A and B of the comprehensive free - float form. If there is no trading code/reference, the identification number or the registration number of the company should be stated.

15. Companies financing investment schemes

Where the abovementioned companies possess a percentage greater than or equal to 5% of the listed share capital of a listed company, an analytical statement of the shareholders, the number of shares they hold, as well as their percentage to the total share capital of the company should be stated in part B.

    1. Comprehensive details concerning the free float of the share capital of the company:.
  • In part A the Market in which the shares of the company are traded should be stated.
  • In part B the following details should be given:
    • (i) The number of legal and natural persons of the company. In this number, the information given in Parts B4 and B5 shall not be taken into account, in order to avoid double counting.
    • (ii) In part B the following should be stated:
    • a. The number of the Members of the Board who hold shares.
    • b. The number of persons who hold shares in their name but on behalf of all of the Members of the Board.
    • c. The number of persons who hold shares through undertakings controlled by the Members of the Board.
    • d. The number of persons who act in concert with the Members of the Board.
    • (iii) In part B5 the number of major shareholders possessing over 5% of the share capital should be stated. Note that if the major shareholder is a Member of the Board or a company that has been included in part B4, then it should not be included for second time.

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