Notice on EGM 18 April 2024

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company’s Shareholders will be held at the registered office of the Company, located at Spyrou Araouzou 67, Ulysses House, 2nd floor, office 202, 3036, Limassol, Cyprus and via electronic means on the 18th of April 2024 at 11 a.m.

The Meeting will be held to consider and, if thought fit, to pass the appropriate resolution in respect of the following:

AGENDA
To examine and, if considered appropriate, adopt the following resolutions:

Matter 1
A. Approval of acquisition by the Company, based on proposal made by the director of Spain company "COSTA NATURA UEN 05, S.L.", dated 20 of March 2024, of 1050 shares numbered from 0001 to 1050 (both inclusive) with a nominal value of 1.00 euro each (the “Shares”), equal to the 35% of the issued share capital of the company "COSTA NATURA UEN 05, S.L.", a company, registered in Spain, with registered address CTRA NACIONAL 340 Km 164 – COMPLEJO AGROJARDIN, ESTEPONA, 29680-MÁLAGA, with Tax Identification Number (NIF) B56445414, for the purchase price of EUR 1,050.00 (one thousand fifty Euro) (the “Purchase Price”).
B. Authorization for the Directors of the Company to perform decisions above and to appear before the Notary Public in Spain and to execute on behalf of the Company the Notary Deed of sale and purchase of shares by which the Company acquires the Shares for the Purchase Price and (or) to issue, grant and authorize by a Special Power of Attorney a representative in Spain to perform the above decisions for and on behalf of the Company.

Matter 2
On condition that the Matter 1 is approved and finalized through execution of Notary Deed of sale and purchase of the Shares:

A. Approval of granting of an interest-bearing loan based on proposal made by the director of Spain company “COSTA NATURA UEN 05, S.L.”, dated 20 of March, 2024, and of the Company's Directors and conclusion of loan agreement (the “Loan Agreement”) under the below terms:
1.The Lender:
METTMANN PUBLIC COMPANY LIMITED;
2.The Borrower:
“COSTA NATURA UEN 05, S.L.” with NIF No. B56445414;
3.Principal amount of loan:
5,200,000.00 EUR (five million two hundred thousand Euro only);
4.Interest rate:
6% (six per cent) per annum;
5.Purpose:
Financing the purchase, development and renovation of the Property in Spain and payment of expenses related to the acquisition of the Property;
6.Collateral:
Right of first priority collateral security over the Property and belongings of all kinds that are added to it, the works, constructions and buildings that are located or that are established in the future on the Property;
7.Date of Loan Issuing:
Upon request of the Borrower;
8.Repayment Date:
On or before May 31, 2026 (inclusive);
9.Applicable law:
Law of the Kingdom of Spain.

B. Authorization for the Directors of the Company to:
- arrange conclusion of the Loan agreement;
- execute the Loan Agreement in accordance with the terms, conditions and timeframes that would be stated in the Loan Agreement; and
- proceed with transfer of the principal amount of loan in accordance with the terms of the Loan Agreement.

All materials and documents pertaining to the Loan Agreement and information for this Extraordinary General Meeting of the Shareholders will be distributed to the Shareholders in advance.

By order of the Board of Directors
Secretary

PS You may participate by Proxy or by electronic means if you wish so.

In such case please inform us 2 weeks prior the scheduled meeting.