Toriase Public Company LTD

Pre-Annual General Meeting Information • Dec 19, 2023

TORIASE PUBLIC COMPANY LIMITED 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus

(the "Company")

Written Decisions of the Board of Directors of the Company in accordance with the Articles of Association of the Company being effective as of 19th of December 2023

RESOLUTIONS TAKEN BY:

Mrs. Anna Shipilli - Director

Mr. Andreas Kkailis - Director

(each a "Director" and collectively the "Directors")

REPORTS AND DELIBERATIONS

The Directors propose to call an Extraordinary General Meeting of the shareholders of the Company that shall be held at the 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus on 21st of December 2023 at 11:30 a.m. (Cyprus time) (the "Extraordinary General Meeting").

The Directors propose that the following special business should be transacted at the Extraordinary General Meeting of the Shareholders of the Company and/or that the following resolutions shall be put up for consideration and approval by the Shareholders of the Company:

SPECIAL BUSINESS OF THE EXTRAORDINARY GENERAL MEETING

The Shareholders shall be called to examine, and if considered appropriate, approve and adopt the following Resolutions as proposed hereunder by the Directors of the Company (the "Special Business"):

1. To approve the delisting of the Company's shares from the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE).

Resolution proposed by the Board of Directors:

"SPECIAL RESOLUTION 1

Approve the delisting of the Company's shares from the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE)."

1. To approve the Removal of the shares of the Company's from the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange.

"SPECIAL RESOLUTION 2

Approve the removal of the shares of the Company's from the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange."

ORDINARY BUSINESS

1. To authorize and instruct the Board of Directors of the Company or any one of them to take all necessary and appropriate actions to effect the removal of the Company's shares, including but not limited to, complying with the rules and regulations of the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE) and the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange (CSE), including without limitation submitting the necessary applications and notices to CSE, to execute any and all, agreements, documents, and instruments, make and/or arrange for the making of all relevant publications and to take any actions necessary or appropriate to implement and effectuate the delisting of the shares of the Company from the E.C.M. and the removal of the shares of the Company from the CSD.

Resolution proposed by the Board of Directors:

"ORDINARY RESOLUTION 1

Approve that the Board of Directors of the Company or any one of them be and are hereby authorised and instructed to take all necessary and appropriate actions to effect the delisting of the Company's shares, including but not limited to, complying with the rules and requlations of the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE) and the removal of the Company's shares from the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange (CSE), including without limitation submitting the necessary applications and notices to CSE, to execute any and all, agreements, documents, and instruments, make and/or arrange for the making of all relevant publications and to take any actions necessary or appropriate to implement and effectuate the delisting of the shares of the Company from the E.C.M. and the removal of the shares of the Company from the CSD.. "

1. To authorise the Board of Directors of the Company or any one of them to engage legal, financial, and other professional advisors as they deem necessary or appropriate to assist in the delisting process and the removal of the shares of the Company from the CSD.

Resolution proposed by the Board of Directors:

"ORDINARY RESOLUTION 2

Grant to the Board of Directors of the Company or any one of them be all powers to take all necessary actions to delist the shares of the Company from the E.C.M and the CSD including to engage legal, financial, and other professional advisors as they deem necessary or appropriate to assist in the delisting process and the removal of the shares of the Company from the CSD."

1. To authorise the Board of Directors of the Company or any one of them to make any amendments, modifications, or additions to the actions described above, and to take any other actions they deem necessary or appropriate to carry out the intent and purpose of the above resolutions.

Resolution proposed by the Board of Directors:

"ORDINARY RESOLUTION 3

Grant to the Board of Directors of the Company or any one of them be all powers to make any amendments, modifications, or additions to the actions described above, and to take any other actions they deem necessary or appropriate to carry out the intent and purpose of the above resolutions."

The shareholders of the Company shall be notified about the Extraordinary General Meeting and the matters proposed to be considered, in writing, through the publication of an invitation notice (the "Notice") and a relevant proxy form (in the form attached as Appendix A and B respectively) to be published with the Cyprus Stock Exchange.

The Directors of the Company having considered the above decided to proceed and pass the following resolutions.

RESOLUTIONS A

The Board of Directors of the Company unanimously resolves the following:

• 1. To proceed and call the Extraordinary General Meeting which shall be held at 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus on 21st of December 2023 at 11:30 a.m. (Cyprus time).
• 1. That the proposed Special Business, which the Shareholders shall be called to examine, and if considered appropriate adopt and/or approve, be and is hereby approved.
• 1. That the shareholders of the Company shall be notified about the convention of the Extraordinary General Meeting and the matters proposed to be considered, in writing, through the publication of the Notice in the form attached as Appendix A hereto to be published with the Cyprus Stock Exchange, together with a relevant proxy form (in the form attached as Appendix B).
• 1. Given the urgency of the matters to be examined at the Extraordinary General Meeting which the Company wishes to conclude before year end, the Board of Directors shall request the shareholders to waive the notice period for calling of the Extraordinary

General Meeting by providing the Board of Directors with relevant signed consent as per Appendix C hereto.

• 1. That any of the Directors of the Company may proceed and instruct the service agents or the associates of the Company, to proceed with the publication of the Notice as applicable.
• 1. To authorise any of the Directors of the Company and/or the Secretary of the Company, acting individually and/or jointly:
  2. 6.1 to sign and execute any documents and any deeds, statements, declarations certificates, receipts, notices, instruments, registers or other documents in connection with the Extraordinary General Meeting and to take any steps required for the entry into and execution and delivery of any and all documents mentioned above (including, but not limited to, agreeing to changes to the execution versions of any and all documents mentioned above) and for the perfection of the operations contemplated thereby;
  3. 6.2 to do and perform, or cause or authorize to be done and performed, any and all such other acts, deeds and things and to make, execute, dispatch and deliver, or cause to be made, executed, dispatched and delivered in the name and on behalf of the Company any and all such other documents, consents, filings, notices, registers or instruments with such terms and provisions as any director of the Company may approve, as such director may deem necessary or useful to effect the Extraordinary General Meeting, to fulfil the obligations of the Company in connection therewith, or otherwise to carry out the purpose and intent of the foregoing resolutions, the execution, delivery or performance thereof or the taking of any such action to be conclusive evidence of such approval and authority; and
  4. 6.3. to see to any matters incidental to the above and perform any and all formalities necessary or useful in relation thereto.
• 1. That conditionally upon the passing of the above resolutions by the shareholders of the Company, the secretary and each of the directors of the Company is authorised to proceed with all necessary steps to give effect to the aforementioned resolutions.
• 1. That Koushos Korfiotis Papacharalambous LLC and/or Fincap Advisers Limited and/or any of its duly authorized Directors, are hereby authorised to act as the Company's representative and authorized attorney in Cyprus for the accomplishment and executions of all administrative and legal matters in relation to the Extraordinary General Meeting of the Company and to take any and all further steps and to execute, sign or otherwise execute and deliver any and all further documents which are deemed to be necessary to accomplish the purpose specified in the present resolutions.
• 1. That the omission from these resolutions of any agreement or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements or instruments described in the foregoing resolutions shall in no manner

derogate from the authority of any Director of the Company to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions.

SIGNED BY:

AAA Name: Anna Shipilli Title: Pirector Name: Addreas Kkailis Title: Dirgetor

Appendix A

TORIASE PUBLIC COMPANY LIMITED

Notice of Extraordinary General Meeting

On 21st of December 2023 at 11:30 am (Cyprus time) at 24 Pireos, 1st floor, office/flat 101, 2023 Nicosia, Cyprus.

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting ("EGM") of Toriase Public Company Limited (the "Company") will be held at the Company's principal office (24 Pireos, 1st floor, office/flat 101, 2023 Nicosia, Cyprus) on 21st of December 2023 at 11:30 am (Cyprus time).

Given the urgency of the matters to be examined at the Extraordinary General Meeting which the Company wishes to conclude before year end, the Board of Directors requests the shareholders to waive the notice period of at least 21 days for calling of the Extraordinary General Meeting by providing the Board of Directors with relevant signed consent as per Appendix B hereto.

The EGM will consider and, if thought fit approve, the following resolutions:

SPECIAL BUSINESS

1. To approve the delisting of the Company's shares from the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE).

Resolution proposed by the Board of Directors:

"SPECIAL RESOLUTION 1

Approve the delisting of the Company's shares from the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE). "

1. To approve the Removal of the shares of the Company's from the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange.

"SPECIAL RESOLUTION 2

Approve the removal of the shares of the Company's from the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange."

ORDINARY BUSINESS

1. To authorize and instruct the Board of Directors of the Company or any one of them to take all necessary and appropriate actions to effect the removal of the Company's shares, including but not limited to, complying with the rules and regulations of the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE) and the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange (CSE), including without limitation submitting the necessary applications and notices to CSE, to execute any and all, agreements, documents, and instruments, make and/or arrange for the making of all relevant publications and to take any actions necessary or appropriate to implement and effectuate the delisting of the shares of the Company from the E.C.M. and the removal of the shares of the Company from the CSD.

Resolution proposed by the Board of Directors:

"ORDINARY RESOLUTION 1

Approve that the Board of Directors of the Company or any one of them be and are hereby authorised and instructed to take all necessary and appropriate actions to effect the delisting of the Company's shares, including but not limited to, complying with the rules and regulations of the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE) and the removal of the Company's shares from the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange (CSE), including without limitation submitting the necessary applications and notices to CSE, to execute any and all, agreements, documents, and instruments, make and/or arrange for the making of all relevant publications and to take any actions necessary or appropriate to implement and effectuate the delisting of the shares of the Company from the E.C.M. and the removal of the shares of the Company from the CSD.. "

1. To authorise the Board of Directors of the Company or any one of them to engage legal, financial, and other professional advisors as they deem necessary or appropriate to assist in the delisting process and the removal of the shares of the Company from the CSD.

Resolution proposed by the Board of Directors:

"ORDINARY RESOLUTION 2

Grant to the Board of Directors of the Company or any one of them be all powers to take all necessary actions to delist the shares of the Company from the E.C.M and the CSD including to engage legal, financial, and other professional advisors as they deem necessary or appropriate to assist in the delisting process and the removal of the shares of the Company from the CSD. "

1. To authorise the Board of Directors of the Company or any one of them to make any amendments, modifications, or additions to the actions described above, and to take any

other actions they deem necessary or appropriate to carry out the intent and purpose of the above resolutions.

Resolution proposed by the Board of Directors:

"ORDINARY RESOLUTION 3

Grant to the Board of Directors of the Company or any one of them be all powers to make any amendments, modifications, or additions to the actions described above, and to take any other actions they deem necessary or appropriate to carry out the intent and purpose of the above resolutions. "

Dated: 19th of December 2023

By the order of the Board of Directors

Demetrios Tsingis Secretary

EXPLANATORY NOTES FOR THE MATTERS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING (EGM)

A. GENERAL NOTES ON THE MATTERS OF THE AGENDA

Item 1 of the Agenda; To consider and approve the delisting of the Company's shares from the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE). The Board of Directors have envisaged a private company which would fit better under the current environment which has changed from the date on which the company was listed. Delisting is the first step for privatisation of the business.

• 1.
• 1. Item 2 of the Agenda; To consider and approve the removal of the shares of the Company from the Central Securities Depository and Central Registry (CSD) operated by the CSE. The reason for the removal is because the shares of the Company shall no longer be registered with the E.C.M. and therefore it is no longer necessary nor appropriate for the shares of the Company to kept with the CSD operated by the CSE.
• 1. Item 3, 4 and 5 of the Agenda; To authorize the Board of Directors or any one of them to proceed with all necessary submissions to and take all necessary actions with CSE to effect the delisting of the Company's shares and the removal of the shares of the Company from the CSD, as per items 1 and 2 above.

B. PARTICIPATION TO THE EXTRAORDINARY GENERAL MEETING

• 1. Shareholders may attend the EGM in person or via proxy via submitting a dated and signed Proxy Form (in the form attached hereto as Appendix A and by following the Registration Procedures (set out below). Please note the deadlines of submission of the proxy form for it to be valid and the relevant registration procedures.
• 1. To be able to participate and vote at the EGM via Proxy Form, a copy of the duly completed, dated and signed Proxy Form with any power of attorney or other authority under which is it executed must be timely submitted at any time before the EGM:

(i) at the registered office of the Company at 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus;

(ii) by e-mail to dat@fincap.com; or

(iii) by fax at 22277277.

Shareholders may confirm that the documents as mentioned above have been successfully received by the Company by calling at 22277222 between 9.00 a.m. and 6 p.m. (Cyprus time) on business days.

1. The right to participate in and vote at the EGM is granted only to persons:

(i) who are Shareholders of the Company on 20th of December 2023 (or in the case of adjournment 48 hours before holding of the adjourned meeting) (the "Record Date")

and appearing as registered Shareholders as at the Record Date in the records of Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange, as the case may be; and

(ii) if attending via proxy, who have timely delivered and submitted the completed Proxy Form.

RIGHT OF ATTENDANCE

1. No general meeting of the shareholders can take place and no valid business can be transacted thereto unless a quorum is present.

For a quorum to be met, at least three (3) shareholders of the Company, who are entitled to vote upon the matters of the agenda of the general meeting of the shareholders, must be present in person or by proxy.

• 1. Each Shareholder (physical or legal) registered in the records of the Company and as reflected in the records of CSD operated by the Cyprus Stock Exchange as at the Record Date will be considered to be a Shareholder and will be entitled to participate and vote in the AGM, either in person or via a proxy representative provided that the attendance and registration procedures as set out in this section are met.
• 1. Only Shareholders who were holders of record shares not more than 2 working days prior to the EGM, i.e. 20th of December 2023 (the "Record Date") can register for, participate in and vote at the EGM, provided that the attendance and registration procedures as set out in this section are met. Any shareholder having become owner of the shares after the Record Date has no right to vote at the EGM.
• 1. The Shareholders may appoint a proxy who can be a third party (such third party does not need to be a Shareholder of the Company). If a Shareholder owns shares of the Company which are held in more than one investor share code, then the Shareholder may appoint separate proxyholders for the shares appearing in each investor share code. Shareholders who appoint a person as a proxy to vote on their behalf, but wish to specify how their votes be cast, should indicate accordingly in the relevant boxes on the Proxy Form. A proxy holding proxies from several Shareholders may cast votes differently for each Shareholder.
• 1. At the EGM proof of being a Shareholder can be demonstrated via Identification Card or other certificate of identity via which it is possible to ascertain identification with the Register of Members as at the Record Date.
• 1. The Shareholders holding their shares through a commercial bank, securities broker, custodian or other qualified intermediary (each an "Intermediary"):
  2. i. Must instruct and/or ensure that the Intermediary delivers the Proxy Form to the Company in accordance the instructions provided hereunder;
  3. ii. The Shareholders whose shares are registered in the name of an Intermediary, are advised to check with their Intermediary whether such Intermediary applies different deadlines for any of the events specified above, and then to adhere to such deadlines if such deadlines are prior to the deadlines set out hereunder;
  4. iii. The Shareholders who have their shares registered in the name of an Intermediary and intend to participate in the AGM, shall be deemed to have given authority to

their Intermediary to disclose their identity to the Company upon the submission of the relevant Proxy Form.

1. A legal entity which is a Shareholder may by resolution of its directors or other governing body appoint such person as it thinks fit to act as its representative at the EGM or any adjournment thereof and the person so authorized shall be entitled to exercise the same powers on behalf of the legal entity which he represents as that corporation could exercise if it were an individual member of the Company. The Proxy Form must be executed by the person appointing the proxy or on that person's behalf, by an officer (if it is a corporation), agent or attorney, duly authorised in writing.

VOTING PROCEDURES AT GENERAL MEETINGS C.

• 1. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands ("Simple Vote") unless a poll (before or on the declaration of the result of the show of hands) is demanded:
  2. a) by the Chairperson, or
  3. b) by at least two shareholders present and entitled to vote at the general meeting whether in person or by proxy, or
  4. c) by any shareholder or shareholders present in person or by proxy and representing in aggregate at least one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting, or
  5. d) by a Member or Members holding shares in the Company having the right to vote at the meeting for which was paid an amount equal to at least one tenth of the total sum which was paid up on all shares giving that right.

If a poll be demanded in the manner aforesaid it shall be taken in such manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded The demand for a poll may be withdrawn.

On Simple Vote a resolution put to the vote of the meeting is decided on a show of hands and thereby each shareholder has one vote. If a poll is demanded a resolution put to the vote of the meeting is decided by the voting rights attached to each of the shares that a shareholder has, (for example each shareholder has 1 vote per each share that he holds).

Unless a poll is demanded:

• a) a declaration by the Chairperson that a resolution is on a Simple Vote carried or carried unanimously or by a particular majority, or lost (i.e. the resolution is not passed); and
• b) an entry to that effect in the book containing the minutes of the proceedings of the general meeting,

shall together constitute conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution.

• 1. Subject any special rights attached to a share in the issued share capital of the Company, on a Simple Vote every shareholder present in person or by Proxy shall have one vote and where a poll is demanded every shareholder shall have one vote for every share of which the shareholder is the holder; For so long as the Company is a listed company, on a Simple Vote every shareholder on the Record Date present in person or by Proxy shall, subject to any special rights attached to a share in the issued share capital of the Company, have one vote and where a poll is demanded every shareholder present in person or by Proxy shall, subject to any special rights attached to a share in the issued share capital of the Company, have one vote for every share of which the shareholder is the Holder on the Record Date.
• 1. Passing of an Ordinary Resolution: An Ordinary Resolution is a resolution passed at a general meeting by a simple majority (50%+1 share) of shareholders of the Company entitled to vote and vote at the meeting either in person or by proxy.
• 1. Passing of a Special Resolution: a Special Resolution is resolution passed at a general meeting by not less than three quarters (75%) of shareholders of the Company entitled to vote and vote at the meeting either in person or by proxy.
• 1. In the event that a shareholder does not vote on a particular resolution, then it is considered as abstention (it is not calculated) for counting the votes for the specific resolution.
• 1. At the date of convening of the AGM, the Company's issued share capital equals to EUR 846,259,910.00 and it is divided into 423,129,955 shares having a par value of EUR 2.00 each, all of which are fully paid up. Each share is entitled to one vote.
• D. MINORITY RIGHTS AT THE EXTRAORDINARY GENERAL MEETING
• 1. Pursuant to Section 127B of Companies Law Cap. 113, shareholders of the Company shall have the right to:
  2. (i) put an item on the agenda of the annual general meeting, provided that the item is accompanied by a written explanation justifying the inclusion of the item or a proposed resolution or approval at the general meeting, and
  3. (ii) table a draft resolution for inclusion in the agenda of a general meeting

provided that:

a) the shareholder or group of shareholders hold at least 5% of the issued share capital of the Company, representing at least 5% of the voting rights of shareholders entitled to vote at the meeting for which an item has been added on the agenda, and

b) the shareholders' request to put an item on the agenda or resolution (as described above) is received by the Company in hard copy or electronically at the addresses indicated below at least 42 days prior to the relevant general meeting.

Delivery Address for Hard Copy:

Toriase Public Company Limited, 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus

Electronic address: dat@fincap.com

1. Pursuant to Section 128C of the Companies Law Cap. 113, the shareholders have a right to ask questions related to items on the Agenda and to have such questions answered by the Board of Directors of the Company subject to any reasonable measures the Company may take to ensure the identification of shareholders.

An answer is not required if (a) it would interfere unduly with preparation for the EGM or the confidentiality or business interests of the Company, or (b) the Chairman deems that it is undesirable in the interests of good order of the meeting that the question be answered. Before the EGM, Shareholders may submit questions in writing by sending a letter, together with evidence of their shareholding, preferably at least 1 (one) business day before the meeting (i.e.by 20th of December 2023) to the Company.

Toriase Public Company Limited, 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus

Electronic address: dat@fincap.com

E. OTHER INFORMATION AND AVAILABLE DOCUMENTS

1. The following documents/information will be available at the registered office of the Company, Toriase Public Company Limited, 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus:

2. i) this convening notice of the EGM of the Shareholders of the Company;

3. ii) the total number of shares and voting rights as at the date of the present convening notice;
4. a copy of the Proxy Form; and iii)
5. Waiver and Consent to Shorter Notice. iv)

Appendix B

TORIASE PUBLIC COMPANY LIMITED 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus (the "Company")

PROXY FORM AND PROXY INSTRUCTIONS WITH RESPECT TO THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY ON THE 21ST OF DECEMBER 2023 at 11:30 am (Cyprus Time)

In order to attend the Extraordinary General Meeting (or any adjournment thereof), via a proxy, a duly filled in and signed copy of this Proxy Form must be submitted to the registered office of the Company at 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus or via email at dat@fincap.com.

SHAREHOLDER IDENTIFICATION

Name:
Address:	NUMBER OF SHARES TO BE CAST FOR VOTING AT THE BECM:
Country:
Email:	*If this box is left blank, it is deemed that the shareholder wishes to cast all of its votes equal to all the shares held on the Record Date (i.e. 20.12.2023) at 11:30 a.m. Cyprus time,. If this box is
Telephone:	completed indicating a number of votes to cast and that number is not the same as the number of shares indicated as the Record Date at the Central Securities Depository and Central Registry (CSD)
Clearing system reference: (optional)	operated by the Cyprus Stock Exchange, it is deemed that the shareholder wants to cast the number of shares as per the records
	of the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange as at the Record Date .

Admission will be granted upon presentation of a suitable identification document. No admission cards will be sent by post in advance of the Extraordinary General Meeting.

Please choose one of the three options below by ticking the corresponding box.

ال Attendance by Proxy without Voting Instructions

| I hereby notify you that I will not attend the Extraordinary General Meeting in person and wish to appoint a member of the Board of Directors of the Company or a proxyholder, if one is named below, to exercise all or any of my rights, to attend and vote in my name and on my behalf as such person deems fit on all resolutions of the agenda of the Extraordinary General Meeting:

I appoint the following person to attend the Extraordinary General Meeting and to vote in my name and on my behalf without voting instructions as such person may deem fit on all the resolutions for all items of the agenda in addition to all amendments or new resolutions that would validly presented to the Extraordinary General Meeting:

Name:	Address:
E-mail:
Telephone:	Country:
	* Indicate the last name, first name, address, telephone number and country of residency of the proxyholder whom appoint. If the information provided hereto is not complete, the appointment will be deemed given to the secretary of the

2 Attendance by Proxy with Voting Instructions

Extraordinary General Meeting instead.

□ I hereby notify you that I will not attend the Extraordinary General Meeting in person and wish to appoint a member of the Board of Directors of the Company or a proxyholder, if one is named below, who shall exercise all or any of my rights, to attend and vote in my name and on my behalf at the Extraordinary General Meeting in accordance with the voting instructions given below:

Address:
Country:
	* indicate the last name, first name, address, telephone number and country of residence of the proxyholder whom I appoint. If the information provided hereto is not complete, the appointment will be deemed given to the Extraordinary General

1. SPECIAL RESOLUTION 1

Approve the delisting of the Company's shares from the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE).

2. SPECIAL RESOLUTION 2

Approve the removal of the shares of the Company's from the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange.

FOR AGAINST	ABSTAIN

3. ORDINARY RESOLUTION 1

Approve that the Board of Directors of the Company or any one of them be and are hereby authorised and instructed to take all necessary and appropriate actions to effect the delisting of the Company's shares, including but not limited to, complying with the rules and regulations of the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE) and the removal of the Company's shares from the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange (CSE), including without limitation submitting the necessary applications and notices to CSE, to execute any and all, agreements, documents, and instruments, make and/or arrange for the making of all relevant publications and to take any actions necessary or appropriate to implement and effectuate the delisting of the shares of the Company from the E.C.M. and the removal of the shares of the Company from the CSD.

4. ORDINARY RESOLUTION 2

Grant to the Board of Directors of the Company or any one of them be all powers to take all necessary actions to delist the shares of the Company from the E.C.M and the CSD including to engage legal, financial, and other professional advisors as they deem necessary or appropriate to assist in the delisting process and the removal of the shares of the Company from the CSD.

5. ORDINARY RESOLUTION 3

Grant to the Board of Directors of the Company or any one of them be all powers to make any amendments, modifications, or additions to the actions described above, and to take any other actions they deem necessary or appropriate to carry out the intent and purpose of the above resolutions.

FOR	AGAINST	ABSTAIN

Signature: Date:

The proxyholder may represent the shareholder at the Extraordinary General Meeting or any other adjourned or re-convened meeting of the general meeting of shareholders convened for the purpose of resolving on the agenda of the Extraordinary General Meeting, vote in the name and on behalf of the shareholder. This Proxy Form, and the rights, obligations and liabilities of the shareholder and the proxyholder hereunder, shall be governed by the laws of the Republic of Cyprus. Any claims, disputes or disagreements arising under, in connection with or by reason of this Proxy Form shall be brought by the shareholder and the proxyholder in the courts of the Republic of Cyprus, and each of the shareholder and the proxyholder hereby submits to the exclusive jurisdiction of such courts in any such actions or proceeding and waives any objection to the jurisdiction or venue of such courts.

By signing this Proxy Form, the shareholder hereby consents that the submitted data is collected, processed and used for the purpose of the EGM and the vote on the resolutions and that the data submitted may be transmitted to entities involved in the organisation of the Extraordinary General Meeting.

Signed in 2023
Name: Title:
FOR INTERNAL USE Registration Number of the represented Shareholder
Number of Shares at the Central Securities Depository and Central Registry (CSD) operated by the Cyprus Stock Exchange as at the Record Date
Date of Submission of Proxy Form

Appendix C

Waiver and Consent to Shorter Notice

WAIVER AND CONSENT TO SHORTER NOTICE

To: TORIASE PUBLIC COMPANY LIMITED 24 Pireos, 1 floor, office/flat 101, 2023 Nicosia, Cyprus (the "Company")

Att. of: the Board of Directors

2023]

Dear Sirs,

REFERENCE is made to the intention of the Board of Directors of the Company to proceed and convene an Extraordinary General Meeting of the Shareholders for the consideration and approval of the delisting of the Company's shares from the Emerging Companies Market (E.C.M.) of the Cyprus Stock Exchange (CSE) (the "Extraordinary General Meeting").

] shares, by this WE, the undersigned, being a shareholder of the Company holding [ LETTER, WAIVE all of our rights which we may have under the Company's memorandum and articles of association or otherwise, howsoever arising, in relation to receiving a notice of at least 21 days, and we hereby consent for the Extraordinary General Meeting to be held at an earlier date with a shorter notice, in accordance to and subject to the absolute discretion of the Board of Directors.

Yours faithfully,

[name] For and on behalf of: [Shareholder name]