Cairo Mezz : NOTICE OF ANNUAL GENERAL MEETING 06.06.2024

CAIRO MEZZ PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of the shareholders of CAIRO MEZZ PLC (the "Company"), at its registered office at 33 Vasilissis Friderikis St., Palais D'Ivoire House, 2nd floor, 1066 Nicosia, Cyprus on Thursday, 6 June 2024, at 2.00 p.m.

The shareholders will participate in the Annual General Meeting remotely, in real-time by teleconference and without their physical presence at the place it is recorded as conducted.

In the event that the General Meeting does not achieve the quorum required by law on 6th June 2024, the General Meeting will convene again in a Repeat Meeting in the same way, i.e. remotely in real-time by teleconference on Thursday, 13 June 2024 at 2.00 p.m.

The subjects of the Agenda for the Repeat General Meeting will be as set out below.

It should be noted that, in accordance with the article 33 of the Company's Articles of Association, a new invitation for the Repeat General Meeting will not be published.

AGENDA

1. Approval of the Company's Annual Report 2023 (including the Financial
   Statements for the year ending on 31 December 2023).
2. Re-election /Election of members of the Board of Directors for a three-year term of office.
3. Approval of the remuneration of the Directors
4. Re-appointmentof KPMG as auditors until the next Annual General Meeting.
5. Authorization to the Board of Directors to determine the auditors' remuneration.

By order of the Board of Directors,

OMNISERVE LIMITED

Secretary

Nicosia, 15 May 2024

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A. ENTITLEMENT TO PARTICIPATE AND VOTE AT THE GENERAL MEETING

Only physical and legal persons that have the status of shareholder at the start of the fifth (5th) day before the meeting date of the Annual General Meeting, i.e. on 1 June 2024 ("Record Date"), have the right to participate in the Annual General Meeting.

For the Company, shareholders who are entitled to participate in the General Meeting and to exercise the right to vote are those that are registered on the Record Date in the Dematerialized Securities System (DSS) of the company "HELLENIC CENTRAL SECURITIES DEPOSITORY (ATHEXCSD)" or the one identified as such based on the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation as well as the Rulebook of Operation of the Hellenic Central Securities Depository (Government Gazette B/1007/16.03.2021).

The proof of shareholder status is done by any legal means and in any case based on information received by the Company until before the start of the General Meeting by ATHEXCSD or through the above intermediaries in accordance with the above provisions.

A shareholder may participate in the General Meeting on the basis of confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary unless the Meeting refuses this participation for a good reason that justifies its refusal in accordance with the provisions in force.

To exercise the said rights, it is not necessary to block the shares or follow any other similar process that may restrict the ability to sell and transfer shares in the period between the Record Date and the relevant General Meeting (AGM or Repeat AGM).

Shareholders that do not submit in writing or by electronic means the appointment of proxies or representatives to the Company at least forty-eight (48) hours before the appointed date of the General Meeting, may participate at the General Meeting only with the Chairman's consent.

Β. REMOTE PARTICIPATION AND VOTE AT THE GENERAL MEETING IN REAL TIME BY TELECONFERENCE

In order for shareholders to participate and vote at the Annual General Meeting on 6h June 2024 or at the Repeat Meeting thereof, which will take place remotely, in real-time by teleconference and by the use of electronic means, without their physical presence, they or their proxies must create and use an electronic shareholder account at the internet platform that has been developed by the Athens Exchange Group to provide remote General Meeting services, in real-time, by teleconference to listed companies on the website https://axia.athexgroup.gr.

The internet platform is provided by the company "Hellenic Central Securities Depository SA" while for the teleconference are used the ΖΟΟΜ Meeting services of the company Zoom Video Communications Inc.

In order to access the internet platform, a personal computer, a smartphone or a tablet is required, a browser installed, and internet access.

In order for a shareholder or his/her proxy to create an account on the internet platform above, a valid electronic mail (email) account and a mobile telephone number are required by the shareholder or his/her proxy.

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If, on accessing the electronic platform the above information entered by the shareholder does not match the information registered in the Dematerialized Securities System and to the Company by the Hellenic Central Securities Depository SA, as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance of Decision No 8 of the Hellenic Central Securities Depository, "Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service", as well as the document "Terms and Conditions for the remote General Meeting of Shareholders", shareholders must provide or update the information above, in order to create the account.

For this purpose, and in order to avoid dysfunctions, shareholders are requested to contact without delay the Participant of the Securities Account in the DSS or other intermediary acting as custodian through which their shares are kept, in order to notify them or to update their valid email address and mobile telephone number for identification.

Further instructions to participate at the General Meeting by teleconference will be posted on the website of the Company and will be sent by the Company via email to shareholders that have completed the above procedure and are eligible to participate at the Annual General Meeting or any Repeat Meeting.

For any questions and for instructions, shareholders may contact the Eurobank Holdings, Investor Information Services Division by email at [e-mail] by calling [phone] (daily between 10:00 - 16.30).

Furthermore, starting with the publication of the present and until the end of the General Meeting, information and support will be provided to shareholders and their representatives on matters relating to the conduct of the General Meeting via the platform ΑΧΙΑ e-SM (e.g. log- in, voting etc) at tel. + 30 210 336 6426 or by email at [e-mail].

During the date of the General Meeting, the Shareholders in order to participate to its business shall connect promptly via the Internet Platform, at least fifteen minutes (15') prior to the commencement of the General Meeting as announced in the Notice and declare the number of voting rights with which they shall participate at the General Meeting and shall vote and, if they so wish to amend the same (to lower).

Shareholders that participate at the General Meeting by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting.

Shareholders that have successfully connected to the internet platform will be able to participate in the General Meeting by teleconference in real-time via a link that will be sent to them by email.

By activating the teleconference application (Zoom) through the link at the start of the General Meeting, shareholders will be able to:

1. follow the proceedings of the General Meeting with electronic or audiovisual means,
2. take the floor and address the General Meeting orally during the General Meeting,

while at the same time through the internet platform at https://axia.athexgroup.gr, they will be able to:

c) vote in real-time during the GM on the matters of the agenda, and

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d) receive information on the recording of their vote.

C. PARTICIPATION PROCESS AND VOTE BY PROXY

I. Shareholders may participate in the Annual General Meeting and vote either in person or by proxy. Each shareholder may appoint one (1) proxy. In cases where a shareholder owns shares of the Company that are held in more than one investor securities account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.

Shareholders may appoint a proxy for one or more General Meetings and for a specific period of time. The proxy votes in accordance with the shareholder's instructions, if there are any. Non-compliance by the proxy with the instructions received does not affect the validity of the decisions of the General Meeting, even if the proxy's vote was decisive in achieving the majority. The shareholder's proxy shall file the voting instructions for at least one (1) year from the date of the General Meeting or the Repeat General Meeting.

Before the AGM commences, the proxy holder must disclose to the Company any particular facts that may be of relevance for shareholders in assessing the risk that the proxy holder may pursue interests other than those of the shareholder. Within the meaning intended in this paragraph, a conflict of interest may arise in particular when the proxy holder:

1. is a controlling shareholder of the Company or is another legal person or entity controlled by such shareholder;
2. is a member of the Board of Directors or in general the management of the Company, or of a controlling shareholder of the Company or a legal person or entity controlled by such shareholder;
3. is an employee or an auditor of the Company, or of a controlling shareholder of the Company or a legal person or entity controlled by such shareholder;
4. is a spouse or close relative (first degree) of a natural person referred to in (i) to (iii) hereinabove.

The appointment and revocation or replacement of a proxy holder shall be made in writing or by electronic means that are submitted to the Company at least forty-eight (48) hours prior to the date of the AGM. Notification of the appointment and revocation or replacement of the proxy by electronic means is by electronic mail at the email address on the Invitation to the General Meeting or, in the event of shareholders who are identified via intermediaries, by declarations or notices under articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.

ΙΙ. Specifically for shareholder participation by proxy at the General Meeting on 6th June 2024 or any Repeat Meetings, remotely in real-time by teleconference, or for shareholder participation by proxy in the vote on the items of the General Meeting that will take place before the General Meeting, shareholders or Participants in the Securities Accounts in the DSS or other intermediaries acting as custodians of the shareholders through which the share are kept, can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the General Meeting (i.e. by 2.00 pm on 4th June 2024 at the

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latest for the initial General Meeting and the latest by 2.00 pm on 11th June 2024 for the Repeat Meeting).

Upon receipt of the information above by the Company, and based on the email address and mobile telephone of the proxy, as declared in the proxy document, an account is created for the proxy on the internet platform; the proxy is informed by email in order to activate the account in order to exercise the rights of the shareholder in accordance with what is referred to in B. above.

Τhe Company has made available the proxy to participate in the General Meeting of Shareholders on 6th June 2024, remotely in real-time by teleconference, in hard copy at Eurobank Holding's, Investor Information Services Division, Panagouli & Siniosoglou, Building E, 14234 N. Ionia and in electronic form on the Company's website (http://www.cairomezz.com.cy/information-about-the-general-meetings/?lang=el).

The authorization (Proxy) must be filled-in, signed, submitted either in electronic form to the e-mail address [e-mail], or in hardcopy form to the Investor Information Services of Eurobank Holdings at Panagouli & Siniosoglou, Building E, 14234 N. Ionia., at least forty-eight (48) hours prior to the date of the General Meeting.

AVAILABLE DOCUMENTS AND INFORMATION

The Financial Statements for the year ending 31 December 2023, the notice of the AGM, the participation-proxy appointment forms, the biographies of the directors proposed for reelection and the draft resolution on agenda items shall be made available in electronic form on the website of the Company (http://www.cairomezz.com.cy/) and in hardcopy form at the Eurobank Holding's Investor Information Services Division, at Panagouli & Siniosoglou, Building E, 14234 N. Ionia (tel. [phone]) , where shareholders can obtain copies.

15/05/2024

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