AMENDED AGM Update

DCI Advisors Limited

18 May 2026

 

The following amendment have been made to the 'AGM Update' announcement released on 18/05/2026 at 14:42 under RNS No 7731E.

Previous annoucement had an error in the URL. 

All other details remain unchanged.

The full amended text is shown below.

DCI Advisors Ltd

(the "Company" or "DCI")

Commentary on the 2026 Annual General Meeting ("AGM")

And

Proposed Directorate Change

18 May 2026

The Board recommends that shareholders vote in favour of all of the resolutions at the AGM as they believe that they are in the interest of all shareholders and of the Company as a whole.

Further to the issue of the Notice of the 2026 AGM on 8 May 2026 (which is to be held at 11.30am CEST/10.30am BST on 26 May 2026) and the trading update issued on 12 May 2026, the Directors set out their commentary and recommendation on the resolutions that have been proposed. The AGM notice itself is available to view on the Company's website: www.dciadvisorsltd.com and all shareholders are urged to vote at the meeting either in person or by proxy.  Shareholders should note that proxies need to be returned to the Company's registrar by no later than 11.30am CEST/10.30am BST on 21 May 2026.

All of the resolutions have been proposed as ordinary resolutions and each requires the approval of more than 50% of those voting at the AGM in order to be passed. The resolutions and the Director's commentary on them are as follows:

Resolution 1 - Adoption of the audited Report and Accounts for the Company for the eighteen-month period ended 30 June 2025.

The audited Report and Accounts were published on 31 December 2025 and are available on https://www.dciadvisorsltd.com/investor-relations/reports/index.html .   

The Board recommends that shareholders vote in favour of Resolution 1.

Resolution 2 - The re-appointment of Grant Thornton as auditor.

Grant Thornton was appointed as the Company's auditor in September 2025 and their first audit was conducted for the eighteen month period ending 30 June 2025.

The Board recommends that shareholders vote in favour of Resolution 2.

Resolutions 3 and 4 - The re-appointment of each of Mr Nicolai Huls and Mr Nicholas Paris as Directors for a period of three years as they are retiring by rotation.

Both Nicolai and Nick are Managing Directors of the Company. They manage its operations and assets on a day-to-day basis and report to the Board. They were originally non-executive Directors of the Company and became Managing Directors on 21 March 2023 after the Company terminated the investment management agreement with the Company's former investment manager.

The Managing Directors are seeking shareholder support for their re-election in order to finish the job they started and to deliver value for shareholders.

The Managing Directors have made significant progress in implementing the Company's realisation policy as detailed in the Company's trading update issued on 12 May 2026. A number of investments have been successfully realised, while others are currently in advanced stages of negotiation. In addition, Company's key development asset, which required substantial restructuring efforts, has now been stabilised and advanced to a stage where it can be actively marketed. Non-binding offers have been received and exit discussions are ongoing.  Realisations of other investments are expected in due course.

The achievements should also be viewed in the context in which they were realised. The Company operates in a macroeconomic environment which is inherently complex and demanding. Moreover, the extent of the operational and structural issues inherited by the Managing Directors proved significantly more complex than initially anticipated. Certain projects required substantial restructuring and corrective action taken before meaningful realisation progress could be achieved.

It remains the Board's intention that substantially all of the net proceeds from realisations of investments will be distributed to shareholders, subject to retaining sufficient cash to meet operating costs and liabilities.

Addressing the consequences of past challenges and restoring stability across the portfolio inevitably required and still requires time, experience, resilience, and continuous dedication.

Management continuity will continue the current momentum.  Failure to re-elect either or both of the Managing Directors could significantly disrupt the Company's current realisation processes and/ or operations. 

The Managing Directors have invested in the Company. Nicolai owns 775,000 shares and Nick owns 1,634,487 shares and has advanced €225,000 in shareholder loans to the Company.

Each of the Managing Directors' employment arrangements are ongoing with annual fixed remuneration of €250,000 payable to each of Nicolai and Nick. Each of the employment contracts can be terminated subject to six months' written notice. The notice periods were designed to provide continuity of management and an orderly transition process if either or both of the employment contracts were to be terminated. Each of the employment contracts provides that, upon termination, the Managing Director shall be entitled to an amount equal to 0.8% of the gross proceeds derived from: (i) completed asset disposals; (ii) and other cash proceeds and/or assets transferred to the company; and (iii) assets sold within 12 months following termination of the Managing Director's agreement, provided that the relevant sale process had commenced while the Managing Director was in office. The Managing Directors estimate that each of the current termination payments amounts to approximately €263,200.

The Managing Directors are prepared to consider waiving their entitlement to termination payments.

There is currently no incentive scheme in place to reward the management team for a successful outcome in implementing the Company's realisation policy. Previous proposals to shareholders have not elicited a mutually acceptable structure. The Board intends to develop an incentive structure which is intended to align the interests of management and shareholders. Any new incentive scheme will be put to a shareholder vote in due course.  

The Board recommends that shareholders vote in favour of Resolution 3 and 4.

Resolution 5 - The re-appointment of Mr Nikiforos Charagkionis as a Director for a period of three years

Nikiforos was appointed to the Board by the Directors on 10 October 2025 following nomination by Fortress Investment Group. Nikiforos is based in Greece and he is an experienced investor in Greek real estate. He also advises Fortress Investment Group which owns 9.94% of the Company's shares and as a result has been classified by the other Directors as a Non-Independent Director. Nikiforos is paid a fee of €60,000pa and is entitled to claim a per diem allowance of €1,000 per day when travelling on Company business.

The Board recommends that shareholders vote in favour of Resolution 5.

Resolution 6 - The appointment of Mr Oliver Corlette as a Director for a period of three years.

Oliver has offered his services as a Director to several shareholders and has been informally proposed by a number of shareholders. As such, subject to approval by shareholders, Oliver is proposed to be elected as a Director immediately following the AGM.

Oliver is the founder and Managing Partner of Black Mountain Partners Limited, a London-based real estate investment and advisory firm. He brings a career spanning investment banking, private equity, and the development and realisation of landmark luxury resort assets across Southern Europe and the Mediterranean.

Oliver began his career at Goldman Sachs in New York in Investment Banking before joining Onex Corporation, where he led due diligence, transaction structuring, and negotiations across private equity investments in the media and entertainment sectors - giving him direct experience in complex asset acquisition, operational restructuring, and value-maximising exit. Following his MBA at Harvard Business School, Oliver spent eleven years as Founding Managing Director of Porto Montenegro, transforming an 85-hectare former Yugoslav naval base into one of Europe's premier mixed-use destinations - comprising over 250 residential units, 450 marina berths, a 110-key five-star Regent hotel, 50 retail outlets, a Knightsbridge boarding school, and extensive amenities. The project was backed by Peter Munk (founder of Barrick Gold), Lord Jacob Rothschild (RIT Capital Partners), and Bernard Arnault (Groupe Arnault). He most recently completed the redevelopment and repositioning of a mixed-use office asset in the City of London in partnership with Ares Management, and has advised AroundTown AG on its Cypriot property development activities.

Oliver is a shareholder in DCI owning approximately 12 million shares (1.3% of the outstanding shares) and brings an investor's perspective to the Board. His focus as a Director would be on accelerating value realisation - driving asset sales, preparing the asset base for liquidity, and ensuring proceeds are returned to shareholders efficiently.

The Board recommends that shareholders vote in favour of Resolution 6.

Resolution 7 - Renewal of the Company's share buyback authority.

At the present time, no share buybacks are contemplated but this authority gives the Directors the flexibility to buy shares that are offered in the market subject to a maximum of 14.99% of the outstanding shares.  

The Board recommends that shareholders vote in favour of Resolution 7.

Enquiries

DCI Advisors Ltd Nicolai Huls / Nick Paris, Managing Directors Sean Hurst, Chairman	[e-mail] [phone] [e-mail]
Cavendish Capital Markets (Nominated Adviser & Broker) Jonny Franklin-Adams / Edward Whiley (Corporate Finance) Pauline Tribe (Sales)	[phone]
FIM Capital Limited (Administrator) Caitlin Sleight/Nick Oxley (Corporate Governance)	[e-mail] /[e-mail]

The following information is disclosed in accordance with AIM Rule 17 and Schedule 2(g) of the AIM Rules for Companies for Mr Oliver John Christian Corlette (aged 51):

Current Directorships	Directorships in the past 5 years
Black Mountain Partners Limited	Young Presidents' Organisation London
Blue Investments d.o.o.	King William St Limited
Meco Holdings Pty Ltd
Corlette Design Limited
Montevera Ltd
Polish Industrial Real Estate SARL

Save as set out above there are no further disclosures required pursuant to Rule 17 or Schedule Two, paragraph (g) of the AIM Rules for Companies.

 

END