Aphrodite Springs Public : Notice for Extraordinary General Meeting

APHRODITE SPRINGS PUBLIC LIMITED

(the "Company")

To: The Shareholders of the Company

NOTICE is hereby given that an Extraordinary Meeting of the Shareholders of the Company shall be held on 21 December 2022, Wednesday, 10:00 a.m. at Aphrodite Hills Resort, 3 Aphrodite Avenue, Village Square, Resort Management Offices, 1st floor conference room, Kouklia, Paphos, Cyprus, for the purpose of considering, and if thought proper, to pass the following resolutions:

RESOLUTIONS:

1. THAT the authorised share capital of the Company be increased from €34,200 divided into 20,000 ordinary shares of nominal value €1.71 each to €41,370.03 divided into 24,193 ordinary shares of€1.71 nominal value each.
2. THAT the pre-emption rights of the shareholders of the Company arising under the provisions of the Companies Law, Cap.113 and the Company's Articles of
   Association, be excluded pursuant to the provisions of section 60B and 59A of the Companies Law Cap. 113 until the date falling 5 years from the date of passing the resolution in connection with the Capital Increase.
3. THAT the Directors of the Company, in relation to the Capital Increase, be authorised to issue and allot a total of 4,036 ordinary shares to Prodea and a total of 157 ordinary shares to Invel at a value of € 1,634 each (i.e. nominal value of €1.71 and premium of €1,632.29), such being the current trading price for the Company's shares, out of the Company's authorised share capital and be empowered to issue and allot these shares for cash as if the right of pre-emptions under the Articles of Association did not apply to such allotment.

Enclosed is a draft of the report explaining the reasoning for the issue and allotment of the shares and the justification for the price in relation to the same. This report shall be presented at the meeting of the Shareholders of the Company on 21 December 2022.

Dated: 29 November 2022

By order of the Board of Directors

……………………………………………..….

P&D SECRETARIAL SERVICES LIMITED

SECRETARY

Proxy:

A person entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her stead. A sample proxy is attached for your use.

INSTRUMENT OF PROXY

To:-

APHRODITE SPRINGS PUBLIC LIMITED

P.O.BOX. 50012, 3600 LIMASSOL

I/We	.......................................................................................................................................
of ..........................................................	being members of the Company, hereby appoint

..........................................................................................…..................................................

of	.............................................................................................................. or, failing him/her
.........................................................................	of .................................................................

as my/our Proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held on the 21st of December 2022 and at any adjournment thereof.

Date: ......................................................

2022

Signature: .....................................................

Notes:

1. This instrument of proxy must be deposited at 10, George Gennadiou Str., Agathangelos Court, 3rd floor, Office 303, P.O. Box 50012, 3600 Limassol, at least 48 hours before the time fixed for the Meeting.
2. In case of a company, this instrument must bear the official seal of the company and the signature of the persons authorised to sign on its behalf.
3. In case of joint holders of shares, proxy can only be appointed by the holder whose name appears first in the Register of members.
4. A proxy need not be a member of the Company.
5. A member appointing a proxy has the right to instruct the proxy appointed as to the way of voting. If there will be no such instruction, the proxy has the right to vote or abstain from voting at his discretion.

Instructions for voting: In favour/against* the proposed resolutions

In favour

Against

Resolution no. 1

Resolution no. 2

Resolution no. 3

* Please indicate your preference using X or √, where appropriate.

FOR INTERNAL USE

Register of	Register of
Represented Member	Proxy
Shares Held	Date Proxy received

F:COMPANIESAPHRODITE SPRINGS PUBLIC LTDAGM-EGMNOTICE OF EGM 21-12-2022 + PROXY.docx