TCS : AGM Minutes – 22 November 2022

TCS GROUP HOLDING PLC Registered Number H.E. 107963 (Company)

Minutes of the Annual General Meeting of the Company held at, 25 Berengaria, Spyrou Araouzou 25, Limassol 3036, Cyprus on the 22nd of November 2022 at 12:02 noon Cyprus Time (Meeting)

PRESENT:
Guaranty Nominees Limited, C/O Depositary Receipt Group	Shareholder
(represented by Mr. Constantinos Economides as proxy)
International Limited Liability Company 'INTERROS CAPITAL'	Shareholder
(represented by Mrs. Maria Lyajina as proxy)
IN ATTENDANCE:
Caelion Secretarial Limited	Secretary
(represented by director Mrs. Ioanna Georgiou)

Mr. Constantinos Economides presided at the Meeting. The Chairperson NOTED THAT:

1. Notices to convene the Meeting and pursuant to Regulation 94 of the Articles had been duly served to all shareholders of the Company.
2. All proxy forms had been duly delivered to the address stated in the notice of the Meeting.
3. A quorum was present, and the Meeting would accordingly proceed to business at the time appointed for the Meeting.
4. On demand of the Chairperson, voting was done by way of a poll on each of the resolutions proposed on the agenda of the Meeting (Poll Vote).
5. It was proposed that the agenda of the Meeting and notice be taken as read. No request to the contrary was made.
6. The shareholders present in person or by proxy at the Meeting represent in aggregate 117,532,214 votes, which constitute 58.9709% of the total voting rights of all shareholders.

THE FOLLOWING RESOLUTIONS WERE DULY RESOLVED:

1. ORDINARY RESOLUTION
   THAT the Chairperson of the Board of Directors (or if not present, any Director present and willing to act) be appointed as Chairperson of the Meeting.
   The Ordinary Resolution was passed by 99.1806% majority of votes cast.
2. ORDINARY RESOLUTION
   THAT Kiteserve Limited, Cyprus be appointed as auditors of the Company, pursuant to section 153 of the Law, as recommended by the Board of Directors be and is hereby authorised to approve their remuneration in accordance with their terms of engagement.

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The Ordinary Resolution was passed by 99.9160% majority of votes cast.

1. ORDINARY RESOLUTION
   THAT Mr. Daniel Wolfe be re-appointed as director of the Company with effect as of the conclusion of the Meeting.
   The Ordinary Resolution was passed by 99.1555% majority of votes cast.
2. ORDINARY RESOLUTION
   THAT Mr. Sergey Arsenyev be re-appointed as director of the Company with effect as of the conclusion of the Meeting.
   The Ordinary Resolution was passed by 99.1555% majority of votes cast.
3. ORDINARY RESOLUTION
   THAT Ms. Margarita Hadjitofi be re-appointed as director of the Company with effect as of the conclusion of the Meeting.
   The Ordinary Resolution was passed by 98.2693% majority of votes cast.
4. ORDINARY RESOLUTION
   THAT the aggregate remuneration of the members of the Board of Directors for the year 2022 be capped at US$1.3m (one million three hundred thousand US dollars), and the Board of Directors be and is hereby authorised to allocate this amount between each Executive Director sitting on the Board as proposed by the Remuneration Committee and in accordance with their terms of appointment (where any amount is payable otherwise than in US$ the conversion rate used shall be that prevailing at the date of the notice of Meeting) and to each non-executive Director sitting on the Board in accordance with their terms of appointment.
   The Ordinary Resolution was passed by 98.5292% majority of votes cast.
5. SPECIAL RESOLUTION
   THAT The Board of Directors be and is hereby authorised to buy-back such number of Securities not exceeding in aggregate 10% in nominal capital value of the entire issued share capital of the Company as at the date of passing of this resolution within a time frame of twelve months from the date hereof,
   PROVIDED that:
6. 1. the number of Securities that will be acquired shall not exceed the maximum number of shares permitted under section 57A of the Companies' Law Cap. 113 as amended;
   2. the duration of the authorization for the buy-back of the Securities shall terminate twelve months from the date of this resolution or if later on the conclusion of the annual general meeting of the Company to be held in 2023;

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1. the acquired Securities will be disposed of by the Company within two years from the date they are acquired by the Company;
2. the maximum price that may be so paid for a Security shall be an amount equal to the highest of: (a) 105% of the average of the middle market quotations for a GDR taken from and calculated by reference to the London Stock Exchange Daily List for the five business days immediately preceding the day on which the GDR is purchased; (b) the price of the last independent trade on the trading venue where the purchase is carried out; and (c) the highest current independent bid on the trading venue where the purchase is carried out;
3. the minimum price that may be so paid for a Security will be US$0.04; and
4. such buy-back is in accordance with the Company's Articles of Association.

The Board of Directors be and is hereby authorised to take all steps to proceed with the purchase of Securities as it thinks fit and proper, always within the scope of this resolution.

The Special Resolution was passed by 99.1042% majority of votes cast.

8. It is CONFIRMED that the shareholders have received and considered the Annual Report for the financial year 2021 including the directors' report and auditors' report thereon.

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There being no other business, the Chairperson declared the meeting closed at 12:06 pm Cyprus Time.

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Mr. Constantinos Economides Chairperson

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