Toriase Public Company LTD

Major Shareholding Notification • Jun 9, 2021

Announcement dated 08/06/2021

Toriase Public Company Ltd (the "Company") wishes to inform the investors, the general public and the Cyprus Stock Exchange (the "CSE") for the change of its shareholder, pursuant to the acquisition of 99.93% of its shares by Mr. Demetrios Tsingis (the "Acquirer") from A.I.L. NOMINEE SERVICES LTD, L.I.C.A. SECRETARIAL LIMITED, Mr. Michalis Ioannides, Mr. Christos Ioannides, Mr. Andreas Karamanos, Mr. Andreas Leonidou, Mr. Andreas Matsas, Mrs. Katerina Menelaou, Mrs. Olga Orati, and Mrs. Maria Panayiotou (the "Vendors") as per a share purchase agreement dated 07/06/2021.

As part of the transaction the remaining 0.07% of the Company's shares held by Mr. Andreas Leonidou will be transferred to 9 additional shareholders, each holding 1 share of the Company.

Transfer of shares as a result of the above transaction is in process to be completed and the CSE will be informed accordingly. A relevant Announcement by the Company will follow upon completion of transfer of shares.

Further, the Company wishes to note as follows:

• The consideration for the acquisition was agreed at €30,000, payable by bank transfer.
• The Purchase Price for the Company was based on the value of the issued share capital of the Company consisting of 13,000 ordinary shares of €2 each plus €4,000 transaction costs.
• The acquisition was implemented on a purely commercial basis.
• The Acquirer has proceeded with the acquisition of the Company as part of his intentions to raise capital from certain anchor investors in order to expand its activities in the real estate sector. Prior entering into the transaction, the Acquirer has consulted his financial advisors.
• It is estimated that the Company will benefit from the acquisition of, as it will increase its capabilities and potential in implementing its objectives to expand its activities in the real estate sector.
• The Company was incorporated in Cyprus as a limited liability company on the 23rd of April and was converted to a public limited company on 29th of August 2018. The Company's main activities are investments with own funds with main objective to seek participation through mergers and acquisitions in the shareholding structure of commercial companies that are active in the trading and post-sale support and maintenance of high and/or advanced technological products. The Company's shares were listed in the CSE's Emerging Companies Market on 8th of August 2019 under code ΤΟΡΙΑ/TORIA.

The Company has announced on 25th of February 2021 that its investment plan has been frozen due to the effects of Covid and the expected results of its business plan for the year 2020 have been amended in this respect.

The Company has made a loss of €7,585 for the 2020 as per the latest Report and Financial Statements for the year ended 31 December 2020 in addition to the €4,281 loss for the year ended 31 December 2019.

• It is finally stated that the Acquirer will also act as the Company's Secretary replacing A.I.L Nominee Services Ltd and the current Directors of the Company will be replaced as part of the acquisition. A relevant Announcement will follow by the Company.
• The acquisition of the Company does not relate to or affect the interests of the Company's Secretary or of a "designated person", other than in the matter described in this Announcement.