General Meeting Please find attached the below Announcement.

Transcription

1 0064/ /en General Meeting PND General Meeting Please find attached the below Announcement. Attachment: 1. PND Announcement Non Regulated Publication Date: 07/03/2016

2 Mr Nondas Metaxas General Director Cyprus Stock Exchange Nicosia 7/3/2016 Dear Mr Metaxas, The Board of Directors of the Company has decided on 6/3/16 to call an Extraordinary General Meeting to be held on Thursday 24 th March, 2016, to approve ordinary resolutions regarding restructuring of obligations of the Company. We attach herewith in English the Notice of the Meeting and the proposed Resolutions as well as the Information Bulletin which will be available to the shareholders as mentioned in the Notice of the Meeting. With respect, Stavros Leptos Secretary Attachments. Pafos: 111 Ap. Pavlou Ave.,CY-8046 Pafos,Cyprus P.O.Box ,CY-8129 Pafos, Cyprus Tel.: ,Fax: Nicosia: 9 Dhemetsanis Str., P.O.Box.24862, CY-1304 Nicosia, Cyprus Tel.: , Fax:

3 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that the Extraordinary General Meeting of will be held at the Coral Beach Hotel and Resort, Coral Bay, Peyia, Paphos, on Thursday, 24 th March, 2016, at 12:00 noon. Agenda Review and approve ordinary resolutions within the framework of restructuring liabilities and reorganisation of the group of the Company (the Company and its subsidiary companies), as attached herewith. By Order of the Board of Directors, Stavros Leptos, Secretary Nicosia, 6 March, Notes: 1. Copies of the Information Bulletin are available without charge. i. In hard copy at the registered office of the Company in Pafos ii. In hard copy at the Extraordinary General Meeting iii. In the web-site of the company: pandora.com.cy iv. In the Cyprus Stock Exchange web-site 2. Record Date for participating to the Extraordinary General Meeting of 24 th March, 2016, is the 4 th March Only members registered at the Record Date will be accounted for in respect to the right to participate and vote at the General Meeting and therefore any subsequent change in the said Record shall not be taken into account to determine such right. The member s right to participate to the General Meeting and vote with reference to its shares is not subjected to any condition that the said shares are deposited or registered in the name of another person before the General Meeting. A member is free to sell or otherwise transfer the Record Date and the General Meeting to which it applies. At the General Meeting of membership may be proved by presentation of I.D. or other certificate of recognition on the basis of which there will be also identification by the Company in the Register of Members at Record Date. 3. Each shareholder entitled to attend and vote at the meeting may appoint a proxy to attend and vote on his behalf. Such proxy need not be a member of the Company. The relevant instrument must be deposited at the registered office of the Company at least 48 hours before the time of the meeting INSTRUMENT APPOINTING A PROXY I/We of.. member(s) of the said company hereby appoint of.. or in his absence... of as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held on Thursday, 24 th March, 2016, and at any adjournment thereof Signed on, (Sgn) Each shareholder has the authority to instruct the Proxy how to vote, otherwise the Proxy may vote or abstain at his/her discretion. (This is a translation of the original text in Greek) Pafos: 111 Ap. Pavlou Ave.,CY-8046 Pafos,Cyprus P.O.Box ,CY-8129 Pafos, Cyprus Tel.: ,Fax: Nicosia: 9 Dhemetsanis Str., P.O.Box.24862, CY-1304 Nicosia, Cyprus Tel.: , Fax:

4 Ordinary resolutions for approval of Pandora Investments Public (the Company) at the Extraordinary General Meeting dated Ordinary Resolutions 1. (a) That Leptos Calypso Hotels Public (LCH): (i) Transfers all of the shares held, ie 1,066,378 ordinary shares in the company Karina Properties, namely of the issued capital and (ii) Transfers all of the shares held, ie 10,000 ordinary shares at Harbour Shore Estates, ie 33.33% of the issued capital and (iii) Transfers 30 million of its obligations to the Bank of Cyprus Public Company (BOC), to P.P. Irrigations and Systems (P.P. Irrigations), belonging to the company and in return, the LCH receive one (1) fully paid ordinary share of nominal value 1 to be issued by the P.P. Irrigation. (b) That Karina Properties (Karina) continues after 1(a) (i) transfer to remain mortgagor with a mortgage of plus interest and charges on own plots regarding debt obligation of LCH, to Alpha Bank Cyprus LCH providing equal guarantee to the Company. 2. That the limited liability companies Megabrand, Mulia Rocks, Refogen, Zelima Holdings which are directly or indirectly owned by the Company, shall transfer at the time of implementation of the restructuring, the total liabilities each has to BOC, to the Company against creation by the Company an intragroup debt corresponding to the transferred debt for each of the aforementioned companies. 3. That companies Andreas Chapidis & Sons Constructions Company (A.Ch.) and P.P. Iasis Medical Center of Paphos (Holdings) (IASIS H) which indirectly owned by the Company, shall transfer at the time of implementation of the restructuring the total liabilities each has to BOC, to the Company against creating corresponding intragroup debt to the Company, except for overdraft accounts amounting to and will remain as obligations A.Ch. and PP Iasis Medical Center of Paphos (subsidiary IASIS H), respectively. 4. That the company P.P. Irrigations transfers at the time of implementation of the restructuring obligations 30 million from existing debts to BOC, which represents the debts transferred under 1.(a) (iii) above, to the Company and in return P.P. Irrigations issue to the Company one hundred thousand ( ) fully paid ordinary shares of 1 each. 5. That the company transfers 100 million of existing obligations to BOC including obligations assumed by 2, 3 and 4 above, to PPL, in exchange of creation by the Company of corresponding intragroup debt of the Company to PPL. Then the amount 22 million of intragroup credit of 100 million transferred to Avax Investments Public (Avax), (which is in the process of conversion to a private company) against generating corresponding intragroup debt. Result is that the Company and the Avax will have 78 million, 22 million respectively in PPL. ΠΑΝΔΩΡΑ ΕΠΕΝΔΤΕΙ ΔΗΜΟΙΑ ΛΣΔ Πάφορ: Απ. Παύλος 111, 8046 Πάφορ, Κύππορ Τ.Θ , 8129 Πάφορ Τηλ: , Φαξ: Λεςκωσία: Δημητσάνηρ 9, Τ.Θ.24862, 1304 Λεςκωσία, Κύππορ Τηλ: , Φαξ:

5 6. That PPL transfers and registers the immovable property of Neapolis Smart Ecocity Project titles B3 Sh/Pl 51/11/E2 plot 3, B4 Sh/Pl 51/19/E1 plot 4, B20 Sh/Pl 51/19/W1 plot 20, B24 Sh/Pl 51/19 plot 24 and 8857 Sh/Pl 51/19 plot 156 (part) and transfer from existing obligations to BOC with the related mortgages Neapolis Development Company Properties (NPr.Co) owned by PPL and in return, the issue by NPr.Co PPL of one (1) fully paid ordinary share of nominal value That the PPL transfers ownership of 1001 ordinary shares of NPr.Co ie the entire issued capital of NPr.Co and transfer 100 million of its obligations to BOC, as those were acquired pursuant to paragraph 5 above, to Neapolis Development Holdings (NTopCo) and in return the NTopCo shall issue one (1) fully paid ordinary share of nominal value 1 to PPL. 8. That PPL transfers ownership of 1001 ordinary shares held in NTopCo, which amount to all the issued shares of NTopCo, to the company Sunpride (Sunpride) and in return Sunpride shall issue to PPL one (1) fully paid ordinary share nominal value of That PPL transfers the immovable property of Project Apollo titles 2/225 Sh/Pl 51/19W1 plot 253 and 2/17 Sh/Pl 51/19W1 plot 17 and from existing obligations to BOC with the related mortgages [hereafter securing loans of Ilatis Properties (I.Pr.Co) and NPr.Co] and 15 million from its obligations to the Company, to I.Pr.Co and in return the I.Pr.Co shall issue to PPL one (1) fully paid ordinary share of nominal value That the PPL transfers the immovable property of the remaining land of PPL Titles 2/1 Sh/Pl 51/11E2 plot 1, 2/5 Sh/Pl 51/11E2 plot 5 and 8857 Sh/Pl 51/19 plot 156 (part) and 3 million of liabilities to the Company, to the company Pandora Kangelli Properties (PKP) and in return PKR shall issue to PPL (one (1) fully paid ordinary share of nominal value That the PPL transfers ownership ordinary shares held in IASIS H ie % of the issued capital and 4 million of its obligations to the Company, to Neapolis Healthcare (NHC) and in return the NHC PPL issue to PPL one (1) fully paid ordinary share of nominal value That the Company transfers to Armonia Estates (Armonia) such number of shares of Linmar (Paphos) Developments Public (LDP) (which is becoming a private company) of about 22% of the share capital LDP [or such number of shares of LDP as well as any other necessary return (if necessary)] in exchange of transfer by Armonia of ordinary shares of Linmar Touristic Projects Limited (LTP) which constitute 49% of the LTP equity and any necessary exchange (if needed). Upon completion of this transaction, the Company together with its subsidiary Avax will own of the share capital of LTP and the company will own 29% of the equity of LDP. LDP, currently mortgagor with existing mortgages on land of LDP securing debt obligations of the group of the Company, will become mortgagor/guarantor with mortgage on land of LDP to secure loan obligations of Armonia, with Armonia providing corresponding security (through indemnity agreement) for the benefit of the Company. ΠΑΝΔΩΡΑ ΕΠΕΝΔΤΕΙ ΔΗΜΟΙΑ ΛΣΔ Πάφορ: Απ. Παύλος 111, 8046 Πάφορ, Κύππορ Τ.Θ , 8129 Πάφορ Τηλ: , Φαξ: Λεςκωσία: Δημητσάνηρ 9, Τ.Θ.24862, 1304 Λεςκωσία, Κύππορ Τηλ: , Φαξ:

6 13. That NTopCo issues in favour of BOC convertible bonds of a total nominal value of 100 million in exchange to the discharge by BOC of NTopCo from 100 million obligations to BOC see p/ph 7 above. 14. That the Company and the company Avax Investments Public (Avax) which is wholly owned by the Company: (a) transfer the 66.66% and 33.34% respectively of the share capital, ie the total number of shares held in PPL, to the company Medihealth Medical Services (Medihealth), in exchange of the issuance by Medihealth of respective shares to the Company and Avax so that they remain shareholders of Medihealth with the same aforementioned percentages. (b) transfer to Medihealth 78 million and 22 million respectively, representing the amounts payable to PPL by each of them, so the above amounts are payable by Medihealth to PPL. 15. That Medihealth is absorbed by the PPL with the dissolution of Medihealth without liquidation (dissolution without liquidation) in accordance with Article 200 (1) (d) of the Companies Law, with cancellation of Medihealth shares in PPL and the reduction of capital of PPL together and simultaneous issue by PPL to the Company and Avax of such number of shares in its share capital that they acquire a number of shares equal to the percentage of shares originally held in PPL i.e 66.66% and 33.34% respectively 16. That the Company and all its subsidiaries, which are parties to loan agreements with BOC and the reorganization, proceed through the Board or any Director of each company, with the necessary action and sign all relevant financial documents and other documents in order to complete the restructuring of loans and the reorganization of the Company and its subsidiaries and to implement all terms of financial documents relating to the Company and its subsidiaries. 17. That the company waives and hereby disclaims and it will also act so that any other subsidiary renounces any right to share(s) acquisition (pre-emption right), as an existing shareholder of any company in which an issue of shares to a new shareholder is provided, on the basis of the above resolutions or in the context of the wider restructuring / reorganization. 18. That the above be modified in case it is needed or it is required by the competent tax or other authorities, provided that no significant added financial obligations are created for the group of the Company and its subsidiaries or /and the general framework of the reorganization plan is maintained, at the discretion of the Board of Directors, which is empowered to act accordingly. 19. That the Board of Directors and each one of the company directors individually be authorized and is hereby authorized, to act for the Company and consent on behalf of the Company to the arrangements of each one of its subsidiaries relating to actions, arrangements, signature of documents / agreements, applications, declarations, commitments, aiming at the implementation of the restructuring of loans and reorganization of the Company and its subsidiaries. ΠΑΝΔΩΡΑ ΕΠΕΝΔΤΕΙ ΔΗΜΟΙΑ ΛΣΔ Πάφορ: Απ. Παύλος 111, 8046 Πάφορ, Κύππορ Τ.Θ , 8129 Πάφορ Τηλ: , Φαξ: Λεςκωσία: Δημητσάνηρ 9, Τ.Θ.24862, 1304 Λεςκωσία, Κύππορ Τηλ: , Φαξ:

7 Information Bulletin of Pandora Developments Public (The Company) with regard to the Extraordinary General Meeting dated 24/3/ The Company within the framework of informing its shareholders with regard to the calling of an Extraordinary General Meeting on Thursday 24 th March 2016, to approve relevant resolutions necessary to facilitate the restructuring plan of its loans with the Bank of Cyprus Public (BOC) and informing the investors in general, announces the following subsequently to its announcement of 24 th April The Company and the groups of Leptos Calypso Hotels Public (LCH) and Private Company Armonia Estates (Armonia), holder of the majority of their shares (Larger Leptos Group), concluded together on 22/12/2015 a joint agreement with BOC regarding the restructuring of all their liabilities towards the said financial institution. According to the said agreement, the Company must execute a series of actions including the calling of an Extraordinary resolutions with regard to the agreed actions for the implementation of the restructuring plan. 3. The restructuring plan concerns Company liabilities of 148 million and liabilities of the other Groups referred to in 2 above towards BOC and it includes changes in the structure of the Larger Leptos Group, between the Company and the other Groups necessary for the restructuring. 4. The structure of the Company with the subsidiaries involved today, appears in the attached Table A. The restructuring provides for the substitution of 100 million of loans by BOC ( 70 million existing loans of the Company and its subsidiaries and 30 million transferred to Company s subsidiary by the transaction of p/ph 1 of Appendix 1 hereinafter) with long terms bonds to be issued to BOC or other entities (as per BOC instructions), by Neapolis Development Holdings (NTopCo) controlling shareholder of the Company of Neapolis Development Properties (NPropCo) ultimate owner of the project Neapolis Smart Eco City. The bond interest shall be capitalised every year and as from 2023 and 2027 may be converted with accrued interest into shares at a price reflecting the value of NTopCo or be paid and discharged without any accrued interest at the bond holder s option. The remaining loans of the Company s Group towards BOC are significantly reduced to 78 million with reduced interest and instalments and their repayment (according to their type) is envisaged in 2023 or In any case, such loans must be reduced to 65 million by 2018 and 47 million by In parallel, significant immovable property will be released from mortgage. Pafos: 111 Ap. Pavlou Ave.,CY-8046 Pafos,Cyprus P.O.Box ,CY-8129 Pafos, Cyprus Tel.: ,Fax: Nicosia: 9 Dhemetsanis Str., P.O.Box.24862, CY-1304 Nicosia, Cyprus Tel.: , Fax:

8 The implementation of the restructuring as provided herein shall be done through transactions with the groups of LCH and Armonia as described in p/phs 5,7 & 8 herein and intercompany transactions between the companies of the group of Company specified in Appendix 1 After the above transactions Karina main remain mortgagee on certain of its property to secure a loan of LCH of plus interest and other cost to Alpha Bank Cyprus with simultaneous guarantee for the same amount by LCH to Pandora. In this respect, the B.D. of the Company has taken into account considered valuations of the said immovable property by independent professional valuers and a fairness opinion of an International Firm of experts which reports that the transaction as described above if financially fair for the shareholders of the Company. 5. P.P. Irrigations and Systems (P.P. Irrigations) shall acquire from LCH: (a) ordinary issued shares in Karina Properties (being 1001% of the issued share capital) and (b) ordinary issued shares in Harbour Shore Estates (being 33.33% of the issued share capital) and (c) of LCH s existing indebtedness to BOC, and in consideration P.P.Irrigations & Systems shall issue and allot to Calypso one fully paid and participating ordinary share for a nominal paid-up amount of 1. 6(a) The Company shall transfer to Armonia about 22% of the shares of Linmar (Paphos) Developments Public (LDP) (in process to become private) and any other necessary consideration (if required) in consideration of Armonia transferring ordinary shares in LDP amounting to 49% of the issued share capital of LTP as well as any other consideration (if required). Upon completion of the above transactions the Company and its subsidiary Avax Investment Public (Avax) (now in the process of becoming private company) shall hold of the issued share capital of LDP. (b) LDP which today is debtor by mortgage on certain of its property to secure loan liabilities of the group of the Company shall become debtor by mortgage on its property to secure loan liabilities of Armonia and in exchange Armonia shall provide equal Guarantee to the Company (by an indemnity agreement). In this respect, the B.D. of the Company has taken into account considered valuations of the said immovable property by independent professional valuers and a fairness opinion of an International Firm of experts which reports that the transaction as described above if financially fair for the shareholders of the Company. Pafos: 111 Ap. Pavlou Ave.,CY-8046 Pafos,Cyprus P.O.Box ,CY-8129 Pafos, Cyprus Tel.: ,Fax: Nicosia: 9 Dhemetsanis Str., P.O.Box.24862, CY-1304 Nicosia, Cyprus Tel.: , Fax:

9 7. Neapolis Development Holdings (Neapolis Top Co) shall issue to BOC convertible bonds of 100 million in exchange of BOC discharging/releasing Neapolis Top Co of 100 million from liabilities undertaken by Neapolis Top Co on the basis of the intercompany reorganisation of the group of the Company. 8. The conclusion of the restructuring is subject to the fulfilment of certain conditions including the final approval of the restructuring plan by the Tax Authorities. The restructuring plan of the Larger Leptos Group including the Group of the Company has been submitted to the Tax Authorities and initially approved and the relevant applications for final approval have been submitted which will save the Company various expenses. 9. The Board of Directors of the Company taking in account financial and business factors and land valuations by recognised professional valuers as well as a Report by International Experts in relation to transactions 5 and 6 above within the restructuring plan, are favourable for the Company as it will reduce significantly the financial requirement and liabilities of the Company and will create the financial framework allowing for a business planning which will enhance the activities capabilities and prospects of the Company. 10. The Company and all its subsidiaries which are parties to loan agreements with BOC and the reorganisation, proceed through the Board of Directors or any Director of each Company, to the necessary actions and sign all relevant financing and other documents in order to complete the restructuring of loans and the reorganisation of the Company and its subsidiaries and to implement all terms of the financial document relating to the Company and its subsidiaries. 11. There should be a possibility to effect amendments to the above if necessary or required by the tax or other Authorities provided there are no significant additional liabilities for the Company and its Group as a whole, subject to the decision of the Company s Board of Directors which is hereby authorised to act accordingly. Appendix 1 1. The Companies of limited liabilities Megabrand, Mulia Rocks, Refogen, Zelima, directly or indirectly owned by the Company shall novate to the Company at the time of implementation, the total liabilities each of them has to BOC, in consideration of the creation of an intercompany receivable by each of them, in favour of the Company. 2. The companies of limited liability Andreas Chapides & Sons and P.P.Iasis Holdings owned by the Company shall novate to the Company the total liabilities each of them has to Pafos: 111 Ap. Pavlou Ave.,CY-8046 Pafos,Cyprus P.O.Box ,CY-8129 Pafos, Cyprus Tel.: ,Fax: Nicosia: 9 Dhemetsanis Str., P.O.Box.24862, CY-1304 Nicosia, Cyprus Tel.: , Fax:

10 BOC in consideration of the creation of an intercompany receivable by each of them, in favour of the Company, less an amount of and respectively, attributable to ancillary facilities by BOC 3. P.P.Irrigations & Systems shall novate of existing indebtedness owing to the Lender (assumed in accordance with the steps set out in clause 5(c) of the Information Bulletin above) together with any accrued and capitalised interest to Pandora, and in consideration, P.P.Irrigations & Systems shall issue and allot fully paid and participating ordinary shares of a nominal paid-up amount of 1 to Pandora. 4. Pandora shall novate of its existing indebtedness owing to the Lender to PPL, in consideration for the creation of an intercompany receivable of equal amount owing by Pandora to PPL. 5. PPL shall: i. transfer full legal and beneficial ownership of the Neapolis Project; and ii. novate of its existing indebtedness owing to the Lender, to Neapolis Propco and in consideration Neapolis Propco shall issue and allot one fully paid and participating ordinary share for a nominal paid-up value of 1 to PPL. 6. PPL shall: i. transfer full legal and beneficial ownership of ordinary issued shares in Neapolis Prop Co (being of the issued share capital); and ii. novate of its debt obligations owing to BOC, to Neapolis Propco and in consideration Neapolis Topco shall issue and allot one fully paid and participating ordinary share for a nominal paid-up amount of 1 to PPL. 7. PPL shall transfer to Sunpride full legal and beneficial ownership of ordinary issued shares in Neapolis Topco (being of the issued share capital and in consideration, Sunpride shall issue and allot one fully and participating ordinary share for a nominal paidup amount of 1 to PPL. 8. PPL shall: i. Transfer full legal and beneficial ownership of the Apollon Ilatis Project ii. Novate of its existing indebtedness owing to the Lender; and iii. Novate of its existing indebtedness owing to Pandora, to Ilatis Propco; and Pafos: 111 Ap. Pavlou Ave.,CY-8046 Pafos,Cyprus P.O.Box ,CY-8129 Pafos, Cyprus Tel.: ,Fax: Nicosia: 9 Dhemetsanis Str., P.O.Box.24862, CY-1304 Nicosia, Cyprus Tel.: , Fax:

11 in consideration, Ilatis Propco shall issue and allot one fully paid ordinary share for a nominal paid-up amount of 1 to PPL. 9. PPL shall: i. transfer full legal and beneficial ownership of the rest of the land it owns; and ii. novate of its existing indebtedness owed to Pandora, to Neapolis Kangelli Properties (NKP) and in consideration of the transaction NKP shall issue and allot one fully paid and participating ordinary share for a nominal paid-up amount of 1 to PPL. 10. PPL shall: i. transfer full legal and beneficial ownership of ordinary shares in P.P.Iasis Holdings (being 99.99% of the issued share capital); and ii. novate of its existing indebtedness owed to Pandora, to Neapolis Healthcare and in consideration Neapolis Healthcare shall issue and allot one fully paid and participating ordinary share for a nominal paid-up amount of 1 to PPL. 11. the Company and the company Avax Investments Public (Avax) which is wholly owned by the Company: (a) shall transfer the 66.66% and 33.34% respectively of the share capital, ie the total number of shares held in PPL, to the company Medihealth Medical Services (Medihealth), in exchange of the issuance by Medihealth of respective shares to the Company and Avax so that they remain shareholders of Medihealth with the same aforementioned percentages. (b) shall transfer to Medihealth 78 million and 22 million respectively, representing the amounts payable to PPL by each of them, so the above amounts are payable by Medihealth to PPL. (c) Medihealth will be absorbed Board of Directors Pandora Investments Public 6/3/2016 Pafos: 111 Ap. Pavlou Ave.,CY-8046 Pafos,Cyprus P.O.Box ,CY-8129 Pafos, Cyprus Tel.: ,Fax: Nicosia: 9 Dhemetsanis Str., P.O.Box.24862, CY-1304 Nicosia, Cyprus Tel.: , Fax:

12 BEFORE REORGANISATION/RESTRUCTURING FOR THE COMPANIES INVOLVED 66,67% APPENDIX Α Avax Investments Public 33,33% 33,33% Medihealth Medical Services 66,67% Neapolis Healthcare East Med Isotope Institute A Chapides & Sons Constructions Co 51% Paphos Plantations (SMK) See separate table Linmar Touristic Projects Ilatis Holdings Pandora Kangelli Holdings Ilatis Properties Pandora Kangelli Properties 51% Linmar (Paphos) Developments Public Megabrand Mulia Rocks Refogen Racila P.P.Irrigations & Systems Zelima Holdings 51% Harbour Shore Estates

13 AFTER REORGANISATION/RESTRUCTURING FOR THE COMPANIES INVOLVED APPENDIX Β Avax Investments Public A Chapides & Sons Constructions Co 33,33% 66,67% Paphos Plantations (S.M.K.) See separate table Neapolis Healthcare (minus 1 share) East Med Isotope Institute 51 % Linmar Touristic Projects 49% P.P. Iasis Medical Center of Paphos (Holdings) P.P. Iasis Medical Center of Paphos Refogen 29% Linmar (Paphos) Developments Public Racila Ilatis Holdings Pandora Kangelli Holdings Megabrand Ilatis Properties (minus 1 share) Pandora Kangelli Properties (minus 1 share) Mulia Rocks Zelima Holdings Harbour Shore Estates 51% 33,33% P.P.Irrigations & Systems (minus 1 share out of ) Karina Properties

14 PAPHOS PLANTATIONS (S.M.K.) LTD BEFORE REORGANISATION/RESTRUCTURING FOR THE COMPANIES INVOLVED APPENDIX Α % P.P. IASIS MEDICAL CENTER OF PAPHOS (HOLDINGS) LTD ( Shares) SUNPRIDE LTD P.P. IASIS MEDICAL CENTER OF PAPHOS LTD NEAPOLIS DEVELOPMENT HOLDINGS LTD NEAPOLIS DEVELOPMENT PROPERTIES LTD

15 PAPHOS PLANTATIONS (S.M.K.) LTD AFTER REORGANISATION/RESTRUCTURING FOR THE COMPANIES INVOLVED APPENDIX Β NEAPOLIS HEALTHCARE LTD (1 SHARE ONLY) SUNPRIDE LTD ILATIS PROPERTIES LTD (1 SHARE ONLY) NEAPOLIS DEVELOPMENT HOLDINGS LTD PANDORA KANGELLI PROPERTIES LTD (1 SHARE ONLY) NEAPOLIS DEVELOPMENT PROPERTIES LTD