UNDERTAKING – HANDLING OF NON LISTED COMPANIES REGISTRIES BY THE CENTRAL DEPOSITORY / CENTRAL REGISTRY CENTRAL DEPOSITORY / CENTRAL REGISTRY OF THE CYPRUS STOCK EXCHANGE 1

2 The Cyprus Stock Exchange (CSE) took the initiative to proceed to a modification to its legislation allowing the organisation to undertake and maintain in its Central Depository and Central Registry, the Registries of Non- Listed companies. As a result the CSE may undertake and maintain in its Central Depository and Central Registry (CSD) the Registries of Non-Listed Companies. Consequently, hereafter the Non-Listed Companies can submit their Registries for handling to the Cyprus CSD (Central Depository and Central Registry). This new service, offers to Issuers modern, efficient, secure electronic services as major advantages to Law Firms and undertakings offering secretarial services.

3 NON-LISTED SECURITIES NON-LISTED SECURITIES Non-Listed securities shall mean all Registered or Bearer securities which are not listed to any organised Stock market, and the Issuer wishes to deposit them in the Central Depository / Central Registry Non-Listed securities shall mean all Registered or Bearer securities which are not listed to any organised Stock market, and the Issuer wishes to deposit them in the Central Depository / Central Registry.

4 WIDE RANGE OF SERVICES TO NON-LISTED ISSUERS The Central Depository and Central Registry of the CSE handles the Registries and offers a wide range of services to Non-Listed Issuers, which include the following: These services offer to the Issuers trustworthy and secure procedures at a low cost comparable to the procedures offered to the listed Issuers. Registry Services Cash Distributions Corporate Actions Services General, Annual Meeting Services

5 THE NEW SERVICE IS ADDRESSED: To Issuers:  With relatively expanded shareholder registry.  Which are obligated to issue registered shares.  Which seek the secure handling of their registry, through a fully automate and electronic system.  Interested in listing their securities in the CSE Markets or to the Emerging Companies Market (ECM).  That their securities have been delisted by the CSE and still wish to maintain their Registry electronically at the Central Depository / Central Registry of the CSE.  Which are listed in the CSE Markets but wish to deposit additional securities, which may not be obligatory to be listed or it is not temporarily to list them on an organised market with main objective to facilitate and complete Corporate actions and to ensure an effective process for maintaining these securities.

6 BENEFITS TO THE ISSUERS Cost and time saving for Keeping and maintaining titles. Cost and time saving for Keeping and maintaining titles. Simplified procedures for the completion of General Meetings. Simplified procedures for the completion of General Meetings. Registry maintenance in electronic form. Automated procedures for the completion of Corporate actions. Registry maintenance in electronic form. Automated procedures for the completion of Corporate actions. Simple and predetermined procedures for the updating of the Registry. Simple and predetermined procedures for the updating of the Registry. Extract of a Registry in electronic form. Extract of a Registry in electronic form. Simple and fast procedures for the pledging or encumberment over transferable securities (e.g Court Orders). Simple and fast procedures for the pledging or encumberment over transferable securities (e.g Court Orders). Issuance of International Identification Codes (ISIN και CFI Codes) for each security. Issuance of International Identification Codes (ISIN και CFI Codes) for each security. Connection to the Shares Management System (SMS) of the CSE which offers a wide range of electronic services to the Issuer. Connection to the Shares Management System (SMS) of the CSE which offers a wide range of electronic services to the Issuer.

7 BENEFITS TO THE SECURITY HOLDERS  Secure maintenance of the securities in an advanced electronic and modern system with sufficient security and continuous safe back-up systems. Credibility of security maintenance by a specialised service provider, with international recognition and certifications. Credibility of security maintenance by a specialised service provider, with international recognition and certifications. Predetermined and simple procedures for the electronic transfer of securities between the security holders. Predetermined and simple procedures for the electronic transfer of securities between the security holders. Issuance of Ad – Hoc Statements for investors, of the total number of listed and non-listed securities of each investor (physical and legal persons). Issuance of Ad – Hoc Statements for investors, of the total number of listed and non-listed securities of each investor (physical and legal persons). Immediate and flexible investor’s service. Immediate and flexible investor’s service. Ability to connect to the electronic system of the CSE (CSD on line CSE). Ability to connect to the electronic system of the CSE (CSD on line CSE).

8 Dematerialisation procedure of securities Titles Details of share account Security Holders Administrative Bank Opening of Share Account and Securities Issuer Creation of Electronic Registry Posting of electronic registry Dematerialisation and recording to the electronic files of the CSD

9 GENERAL MEETINGS SERVICES The CSE’s new service, allows the Issuers to conduct all relevant procedures of General Meetings with quick and simple procedures since the Cyprus Stock Exchange undertakes the responsibility to facilitate the procedures. Particularly, upon Issuer’s notice to the CSE of the date and place of the General Meeting, the CSE undertakes the responsibility:  Through Central Depository / Central Registry system of the CSE, to define the Corporate Action of the General Meeting, in order to deliver to the Issuer an electronic file (registry). This file identifies all the security holders who are entitled to participate in the General Meeting on the Record Date. This file, upon Issuer’s request can be delivered to the Issuer at a form which can be easily managed and processed by the Issuer. The security holders attend the General Meeting simply by presenting their identification.

10 REGISTRY SERVICES The Registry can be defined as the position of each security holder of the Issuer at a specific date. It is issued upon written instructions from the Issuer and includes: The full personal details of each security holder (Shares, bonds etc) such as full name, identification number and full address. The full personal details of each security holder (Shares, bonds etc) such as full name, identification number and full address. The number of securities that each investor holds at the time of issuing the Registry. The number of securities that each investor holds at the time of issuing the Registry.  The registry, upon Issuer’s request can be delivered to the Issuer at a form which can be easily managed and processed by the Issuer. This can be delivered to the Issuer electronically or in hard copy.

11 SERVICES FOR THE HANDLING OF DIVIDEND AND INTEREST PAYMENTS CSE services refer to the method of payment through an automated electronic system for the payment of:  Interest  Interim dividend  Dividend  Redemption. More specifically, CSE is responsible:  For the management of security holders payment instructions (registration of new payment instructions as well as the amendment of existing ones).  For the calculation of the distribution coupon as and any tax deductions.  For the communication with the investors regarding the verification of the terms «non-Cypriot resident» status.

12 SERVICES FOR THE HANDLING OF DIVIDEND AND INTEREST PAYMENTS The Cyprus Stock Exchange, following the Issuer’s notification, proceeds to the creation of the beneficiaries electronic registry and forwards this file to the Issuer containing: The Identification details of the beneficiaries. The Identification details of the beneficiaries. The total number of the securities for each security holder. The total number of the securities for each security holder. Information regarding the status of the securities (free or pledged). Information regarding the status of the securities (free or pledged). The gross amount of the interest/dividend payment coupon and the tax to be deducted). The gross amount of the interest/dividend payment coupon and the tax to be deducted). The tax amount that should be deducted from each shareholder. The tax amount that should be deducted from each shareholder. Upon Issuer’s request, the above payment procedures can be concluded either by:  the CSE  the Administrative Bank  the Issuer

13 CORPORATE ACTION SERVICES The Cyprus Stock Exchange is responsible for providing electronic services to the Non-Listed Issuers for the completion of corporate actions, which can be divided into: Α. Corporate Actions affecting the entire register  Share capital increase through the distribution of securities,  Split of securities,  Reverse split of securities,  Rights issue. The completion of this category of corporate actions is performed automatically in the electronic system (SAT), upon Issuer’s instructions. The CSE for the implementation of the particular corporate action, proceeds to:  The creation of the electronic registry of beneficiaries.  The application of an algorithm.  The application of an algorithm for the allocation of new securities.  Crediting the beneficiary's securities accounts with the new number of securities or rights.

14 CORPORATE ACTION SERVICES Β. Corporate Actions affecting part of the registry:  Listing of new securities arising from the exercise of Rights Issue.  Reinvestment of dividend / interim dividend.  Listing of new securities arising from the exercise of Warrants.  Listing of new securities arising from free issuance of securities to the Issuer’s staff. The completion of this kind of corporate actions is performed with the cooperation of the Issuer by the following procedure:  The Issuer informs the CSE for the Corporate Action.  CSE creates and delivers to the Issuer the beneficiaries registry.  The Issuer prepares and delivers to the CSE electronic registry for the allocation of the new securities, based on predetermined specifications.  The Security Account of the beneficiaries are credited with the new securities.

PROCEDURE FOR ENROLLMENT AND MAINTENANCE OF SHARE REGISTRY BY THE CSD According to the Regulatory Decision 273/2012, the procedure for Enrollment of a Share Registry of a Non-Listed Company to the CSD is the following:   The Issuer has the authority to issue securities based on the Law of incorporation and issued them or will issue them based on the requested procedures.   The Issuer has the authority to assign its Registry to the Central Depository / Central Registry based on the Law of incorporation, in compliance with all obligations arising form this decision.   The Issuer’s application must be approved by the Central Depository / Central Registry.   The CSE within the framework of evaluating the Issuer’s application may request further information or certificates. A lawyer’s letter certifying that all relevant prerequisites for the legal issuance of the securities have been followed and the delegation of the Registry to the Central Depository / Central Registry must also be submitted. 15

PROCEDURE FOR ENROLLMENT AND MAINTENANCE OF SHARE REGISTRY BY THE CSD   For securities that have already been issued, the Issuer is responsible to deliver the Registry of the securities to the CSE in electronic form and in hard copy according to predetermined specifications.   Upon approval by the CSE of the Issuer’s application the Issuer must proceed the payment of the relevant fees. 16

PAYABLE FEES   One off fee for the undertaking of Register by the Central Depository and Central Registry - €2,000   Annual fee for the maintenance of shares Registry of a Non-Listed Company Number of Investor Share A/c Annual fee 1-5 € € € € € € € € € € € € € € € € € < €

Fee for the transfer of Securities   0.16% on the issue price of the securities, with minimum charge €4 per security.   For Off Exchange transfer of securities due to death, there is a 0.075% fee on the issue price of the securities, with minimum charge €5 per inheritor, per security. Fee for Pledging of Securities   €20 per pledged security (ISIN) with maximum charge €100 per application form   €20 for the release or amendment or correction at a current pledged security to the CSD. Fee for the Release of pledged Securities for the enforced sale   €10 per release. FEES FOR ADDITIONAL SERVICES 18

Fees for the issuance of Statement   Separate statement per Investor Share Account - €0.10 per statement   Issuer’s Registry (Hard copy / electronic file) - €1.00 per page   Issuer’s Registry (cd, , internet) - €25 per Registry   Fee for the Issuer’s Register for a dividend and interest payment purposes (electronic form) - €85 per Registry   Fee for the printing of A4 Labels (excluding the provision of labels by the CSE) with the names and address of the security holders - €0.15 per A4 page   Issuance of Investor Share Account Details - €4 per statement   Registry search - €1.00 per search irrespective of the time. FEES FOR ADDITIONAL SERVICES 19

20 For further information and clarifications, please contact the Central Depository / Central Registry of the Cyprus Stock Exchange, at: 22 – – s are also accepted at the address: