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Yoda PLC Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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YODA PLC
(hereinafter referred to as the "Company")
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of the shareholders of the Company will be held at the Company's registered office address at 48, Themistokli Dervi, Athienitis Centennial Building, 7th Floor, Office 703, 1066, Nicosia, Cyprus, on the 4th day of June 2026 at 10:00 a.m., to transact the following business:
ORDINARY BUSINESS:
-
To receive and consider the Auditors' Report and Financial Statements of the Company for the year ended 31st December 2025;
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To receive and consider the Auditors' Report and Consolidated Financial Statements of the Company for the year ended 31st December 2025;
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To consider and, if thought appropriate, to approve the re-appointment of Ernst & Young Cyprus Ltd as the auditors of the Company for the year ending 31 December 2026 and to authorise the Company's Board of Directors to fix their remuneration;
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To elect and/or re-elect the members of the Company's board of directors.
SPECIAL BUSINESS
- To approve the following resolution as special resolution and as a resolution passed in accordance with the provisions of section 59A and 60B of the Companies Law, Cap. 113:
THAT the Directors of the Company be and are hereby authorised to issue and allot any original shares for the time being unissued and not allotted and/or any new shares from time to time to be created and/or any other securities which give the right to purchase shares in the Company and/or which may be converted into shares in the Company (hereinafter collectively referred to as the "Equity Securities") to such person(s) (including persons in the service or employment of the Company or any subsidiary or associated company of the Company (including directors holding executive offices)) on such terms and subject to such conditions as the directors shall in their absolute discretion consider appropriate and without first offering the same to the members of the Company, provided that: -
(i) no Equity Securities in the Company shall be issued at a lesser price (with respect to each share in the Company for which they relate) than: (a) the net asset value (NAV) per share based on the audited financial
statements or the semi-annual financial statements of the Company, whichever are most recently published at the date when such shares shall be issued and allotted, or
(b) to the extent available, the 30 days volume-weighted average price (VWAP) per share, whichever is higher;
(ii) no Equity Securities shall be issued at a price lower than the nominal value per share;
(iii) the maximum number of Equity Securities to be issued and allotted pursuant to the authority conferred under these resolutions shall be limited to the issue and allotment of Equity Securities corresponding to 239,767,641 ordinary shares in the Company; and
(iv) the power conferred by this resolution shall be valid for a period of five years from the date this resolution takes effect unless and to the extent that such power is renewed, revoked or extended prior to such date.
(v) this resolution shall supersede resolution B as set out in the Company's notice of extraordinary general meeting dated 5 February 2024, approved by the Company's shareholders on 27 February 2024.
- To transact any other business that may properly be transacted at the AGM.
By order of the Board of Directors,
Notes:
- A shareholder entitled to attend and vote at the Annual General Meeting, is entitled to appoint a proxy to attend and vote on his behalf. Such proxy need not be a member of the Company. The instrument appointing a proxy must be completed, signed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the registered office of the Company at 48 Themistokli Dervi, Athienitis Centennial Building, 7th Floor, Office 703, 1066 Nicosia, Cyprus or sent to [email protected], not less than 48 hours before the time specified for holding the meeting or adjourned meeting.
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EXPLANATIONS FOR THE MATTERS TO BE CONSIDERED BY THE ANNUAL GENERAL MEETING
Ordinary Business
Resolutions 1 and 2 (ordinary resolutions):
To receive and consider the Auditors' Report and Financial Statements of the Company for the year ended 31st December 2025.
The standalone audited financial statements for the Company for the year ended 31 December 2025 are available, free of charge, either in soft or hard copy, at the Company's registered office at 48 Themistokli Dervi, Athienitis Centennial Building, 7th Floor, Office 703, 1066 Nicosia, Cyprus (tel.: +357 22 570 380, email: [email protected])
Resolution 2 (ordinary resolution):
To receive and consider the Auditors' Report and Consolidated Financial Statements of the Company for the year ended 31st December 2025.
The consolidated audited financial statements for the Company's group for the year ended 31 December 2025 are available on the Company's website www.yoda.com.cy.
Copies of these documents shall be available on request, free of charge, either in soft or hard copy, from the Company's registered office at 48 Themistokli Dervi, Athienitis Centennial Building, 7th Floor, Office 703, 1066 Nicosia, Cyprus (tel.: +357 22 570 380, email: [email protected])
Resolution 3 (ordinary resolution):
To re-appoint Ernst & Young Cyprus Ltd as the auditors of the Company for the year ending 31st December 2026 and to authorise the Company's Board of Directors to fix their remuneration.
The Board of Directors recommends to the shareholders the re-appointment of Ernst & Young Cyprus Limited as the auditors of the Company.
According to article 153(2) of the Companies Law Cap. 113 and given that the Company did not receive a resolution for the appointment of another Auditor or for the removal of Ernst & Young Cyprus Limited, and the fact that Ernst & Young Cyprus Limited remain qualified and wish to be re-appointed, Ernst & Young Cyprus Limited are automatically re-appointed as Auditors of the Company for 2026.
Further, shareholders are being asked to pass a resolution to authorise the Directors to fix the remuneration of the Company's Auditors for the current financial year, being 2026.
Details regarding audit fees for the year 2025 are presented in Note 12 of the Consolidated Financial Statements of the Company.
Resolution 4 (ordinary resolution):
Re-elect Members of the Board of Directors
In accordance with Regulation 102 of the Articles of Association, the following Directors retire from office and, being eligible for re-election, offer themselves for re-election by separate resolutions:
- 4a. Mr. Marios Alexandrou
- 4b. Mr. Alon Bar
- 4c. Mr. Stavros Ioannou
- 4d. Mr. Achilleas Dorotheou
The curricula vitae (CVs) of the directors who retire and offer themselves for re-election are available on the Company's website www.yoda.com.cy.
The Directors listed above, being eligible for re-election, offer themselves for re-election. It is noted that given that there are no candidates for the positions occupied by the above members, they will be considered as re-elected unless the AGM decides that a position(s) will not be filled or if a resolution for the re-election of a Director is rejected.
According to Regulation 104 of the Articles of Association, no person other than a director retiring at the meeting or a person appointed as a Member Appointed Director (as such term is defined in the Company's Articles of Association) shall, unless recommended by the Board of Directors, be eligible for election to the office of Director at any general meeting unless not less than seven nor more than forty-two (42) clear days before the date appointed for the meeting there shall have been left at the Company's registered office a notice in writing, signed or authenticated in accordance with the Company's Articles of Association by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, together with a notice in writing signed by that person of his willingness to be elected, specifying such person's tax residency status and containing a declaration that he is not ineligible to be a Director in accordance with the Companies Law and Regulation 108.
Special Business
Resolution 5 (resolution passed in accordance with sections 59A and 60B of the Cyprus Companies Law, Cap.113):
The resolution is proposed to be approved as special resolution and as a resolution required to be adopted in accordance with the provisions of section 59A of the Companies Law, Cap. 113. It purports to provide the Directors with
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the necessary authority to allot ordinary shares for cash without offering them first to the other ordinary shareholders.
Pre-emption rights afford a company's shareholders the right to purchase new shares in proportion to their existing shareholding in a company when the company is issuing new shares for cash consideration. For the efficient operation of a company, it is recognised that it is often necessary to disapply a certain amount of pre-emption rights, for example to enable the company to make small placings and raise cash quickly.
The authority proposed to be granted under Resolution 5 shall be subject to the following conditions:
(i) no Equity Securities in the Company shall be issued at a lesser price (with respect to each share in the Company for which they relate) than:
(a) the net asset value (NAV) per share based on the audited financial statements or the semi-annual financial statements of the Company, whichever are most recently published at the date when such shares shall be issued and allotted, or
(b) to the extent available, the 30 days volume-weighted average price (VWAP) per share, whichever is higher;
(ii) no Equity Securities shall be issued at a price lower than the nominal value per share;
(iii) the maximum number of Equity Securities to be issued and allotted shall be limited to the issue and allotment of Equity Securities corresponding to 239,767,641 ordinary shares in the Company, representing 10% of the Company's issued share capital as at the date of this notice; and
(iv) the authority conferred on the Directors shall be valid for a period of five years from the date Resolution 5 is adopted unless and to the extent that such power is renewed, revoked or extended prior to such date by the shareholders.
The Board of Directors has prepared a report whereby the Directors present the reasons why Resolution 5 is being proposed for approval and which sets out the justification for the proposed issue price (the “Directors’ Report”), which is available on the Company’s website www.yoda.com.cy.
Copies of the aforementioned Directors’ Report shall be available on request, free of charge, either in soft or hard copy, at the Company’s registered office at 48 Themistokli Dervi, Athienitis Centennial Building, 7th Floor, Office 703, 1066 Nicosia, Cyprus (tel.: +357 22 570 380, email: [email protected]).
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING
A. ENTITLEMENT TO PARTICIPATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING
(1) Any person appearing as a shareholder in the Register of Members of the Company on the record date is entitled to participate at the Annual General Meeting of the shareholders of the Company. Each ordinary share is entitled to one vote.
(2) The record date for determining the right to vote at the Annual General Meeting is 2nd June 2026 (or in the case of an adjournment 48 hours before the holding of the adjourned meeting).
(3) A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in their stead and on their behalf in accordance with the Company’s Articles of Association. Shareholders may appoint any person as their proxy. Such proxy does not need to be a shareholder of the Company (Regulation 78). A proxy holder holding proxies from several shareholders may cast votes differently for each Shareholder.
(4) The notice of Annual General Meeting and the instrument appointing a proxy, which is enclosed, has been posted on the Company’s website www.yoda.com.cy and is available in hard copy at the Company’s registered office at 48 Themistokli Dervi, Athienitis Centennial Building, 7th Floor, Office 703, 1066 Nicosia, Cyprus. The proxy must be deposited at the registered office of the Company (48 Themistokli Dervi, Athienitis Centennial Building, 7th Floor, Office 703, 1066 Nicosia, Cyprus), fax +357 22 570 388) at least 48 hours before the time of the Meeting.
(5) If such shareholder is a company, the Form of Proxy must bear the name of the company, and be signed by its duly authorised officer/s. In the case of joint shareholders, the Form of Proxy can only be signed by the person whose name appears first in the Register of Members. Shareholders should confirm that the form of proxy has been successfully received by the Company by calling +357 22 570 380 or contacting the Company via email at [email protected].
(6) Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body authorize such persons as it thinks fit to act as its representative at any meeting of the Company or of any class of shareholders of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents, as that corporation could exercise if it were an individual shareholder of the Company.
(7) Shareholders, and/or their proxies, who will attend the Meeting must provide their identity card or other proof of identification.
B. VOTING PROCEDURES AT GENERAL MEETINGS
(1) At any General Meeting any resolution put to the vote of the General Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded (a) by the chairman; or (b) by at least two Members present in person or by proxy; or (c) by any Member or Members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the Meeting; or (d) by a Member or Members holding shares in the Company conferring a right to vote at the Meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
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(2) If a poll is duly demanded, it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded. The demand for a poll may be withdrawn.
(3) Any decision regarding the normal business of the AGM will be reached (unless otherwise provided in the Articles of Association) with an ordinary resolution.
(4) An ordinary resolution is a resolution passed at a general meeting by a simple majority (50%+1) of members of the Company entitled to vote and who vote at the meeting either in person or by proxy.
(5) A special resolution shall be considered as approved if passed by a majority of not less than three-fourths of such members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting of which not less than twenty-one days' notice, specifying the intention to propose the resolution as a special resolution, has been duly given. (Art.135 (2) of the Companies Law Cap.113).
(6) A resolution shall be considered to have been approved in accordance with the provisions of sections 59A of the Companies Law, Cap. 113, if approved by: (a) a majority of two thirds of the votes corresponding to the represented issued share capital of the Company if less than half of the shares comprising the Company's issued share capital is represented at the meeting; or (b) simple majority if at least half of the shares comprising the Company's issued share capital is represented at the meeting.
(7) 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.
C. MINORITY RIGHTS AT THE ANNUAL GENERAL MEETING
(1) Pursuant to article 127B of Companies Law Cap 113, shareholders of the Company have the right (i) to 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 for approval at the general meeting, and (ii) to 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's Secretary in hard copy or electronically at the addresses indicated below at least 42 days prior to the relevant meeting.
Delivery Address for Hard Copy:
Secretary
48 Themistokli Dervi, Athienitis Centennial Building, 7th Floor, Office 703, 1066 Nicosia, Cyprus
Or by fax at +357 22 570 388
Electronic address: [email protected]
(2) Pursuant to section 128C of the Companies Law Cap. 113, 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 meeting or the confidentiality or business interests of the Company or (b) an answer has already been given on the Company's website in the form of a "Q&A" or (c) the Chairman deems that it is undesirable in the interests of good order of the meeting that the question be answered. Before the Annual General Meeting, shareholders may submit questions in writing by sending a letter, together with evidence of their shareholding, at least four days before the meeting (i.e. by 30th May 2026 to the Company's
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Secretary at 48 Themistokli Dervi, Athienitis Centennial Building, 7th Floor, Office 703, 1066 Nicosia, Cyprus or by fax at +357 22 570 388 or by email to [email protected].
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SHAREHOLDER FORM OF PROXY ("FORM OF PROXY")
YODA PLC
I/we, ____ of ____,
being the registered owner[s] of __ ordinary shares in YODA PLC (the "Shares"), a public limited liability company incorporated and established in the Republic of Cyprus with registration number HE398572 (the "Company") hereby appoint _____ of _______.
____ or ____ for a full range of shares.
_______ as my/our proxy to vote for me/us or my/our behalf at the annual general meeting of the Company, to be held on the 4th day of June, 2026 and at any adjournment thereof.
I/We direct my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form. Where no instruction appears below as to how the proxy should vote, the proxy may vote as he or she thinks fit (acting in his/ her absolute discretion) in relation to any business of the meeting:
| Resolutions | For | Against | Abstention | |
|---|---|---|---|---|
| 1 | To receive and consider the Auditors' Report and Financial Statements of the Company for the year ended 31st December 2025; | |||
| 2 | To receive and consider the Auditors' Report and Consolidated Financial Statements of the Company for the year ended 31st December 2025; | |||
| 3 | To consider and, if thought appropriate, to approve the re-appointment of Ernst & Young Cyprus Ltd as the auditors of the Company for the year ending 31st December 2026 and to authorise the Company's Board of Directors to fix their remuneration; | |||
| 4 | To re-elect the following Directors, by separate resolutions: |
| 4(a) | Mr. Marios Alexandrou | |||
|---|---|---|---|---|
| 4(b) | Mr. Alon Bar | |||
| 4(c) | Mr. Stavros Ioannou | |||
| 4(d) | Mr. Achilleas Dorotheou | |||
| 5 | To approve Resolution 5, as set out in the AGM Notice. |
Signed this day of 2026,
By:
Name: _________
Signature: _________
Contact Details:
Telephone: _________
E-mail: _________
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