Almitas Capital LLC Response to DCI Advisors Limited EGM Update Announcement

SANTA MONICA, Calif.–(BUSINESS WIRE)–The following is a response from Almitas Capital LLC regarding the DCI Advisors EGM Update:

Almitas Capital LLC has reviewed the Company’s EGM Update dated 26 September 2025. We are deeply concerned by the partisan tone, inaccurate claims, and misleading statements made by the “independent” directors. In our view, these communications raise serious questions of corporate governance, proper exercise of directors’ fiduciary duties, and compliance with law.

We have instructed our legal counsel to prepare a letter demanding the Company withdraw and apologise for false statements, some of which defame Ron Mass, the principal of Almitas Capital. If the Company does not do so, we reserve all rights, including the right to pursue legal action for redress. We shall also be considering what other actions may be taken including bringing matters to the attention of regulatory bodies, and legal action for breach by directors of duties to the Company.

Almitas Capital (and its principal Ron Mass) take pride in having a reputation as a responsible investor, renowned for holding directors to the highest standards of corporate governance to protect value for all shareholders. The Company has chosen an “ad hominem” response against Almitas rather than address legitimate governance concerns being raised. This is often the approach taken when a party has a weak position and other shareholders should not be distracted by these attempts to obfuscate the facts.

A. Board Misconduct and Governance Failures

Over the past two years, the DCI Board has engaged in actions that, in our view, have benefited directors at the expense of shareholders, including:

• Proposing two misaligned incentive schemes valued at over €11 million in total, one of which was rejected by 67% of shareholders.
• Raising annual executive salaries to €250,000 without shareholder consultation or vote.
• Attempting to insert “poison pill” terms into related party loans to entrench directors by making their removal a condition of immediate default and wind-up.
• Attempting to approve loans to related parties on more favorable terms than those offered to other shareholders.
• Seeking to amend the Articles of Association in ways that would make director removal more difficult.
• Incurring excessive and unjustified expenses.

We pointed out our concerns in a letter to the Board dated 25 March 2025 and following no response from the Company an open letter dated 8 August 2025. We emphatically stand by these concerns.

We also believe the Board has failed to meet governance and legal standards, including:

• Unlawfully delaying the requisitioned 3 December 2024 EGM by 311 days.
• Mischaracterizing executive directors as “independent.”
• Excluding Mr Efthimiatos, a duly appointed director elected with 80% of the shareholder vote, from key discussions and meetings and withholding financial information from him.
• Designating Mr Efthimiatos as non-independent merely because he was proposed by Almitas.
• Failing to consult shareholders on director remuneration as required.
• Failing to engage meaningfully with shareholder concerns.

B. Addressing False and Misleading Claims

1. Claim that Almitas disrupted DCI’s business

   False. Almitas has consistently sought to engage constructively with the DCI Board. We went public only after the Board refused calls, meetings, or dialogue, forcing all communication into writing. Our only actions have been to prevent unjust enrichment and to promote proper governance.

2. Claim that Almitas interfered with the Kilada Project

   False and unsubstantiated. Almitas’ involvement with Kilada was limited to a site visit and in-person conversations discussing the local real estate market during the summer 2024. We have expressed concern about the Board’s lack of real estate expertise, the poor handling of transactions such as Aristo and Livka Bay, and the absence of transparency in price-sensitive disclosures.

3. Claim that Almitas is inconsistent on board size

   Misleading. While we generally prefer smaller boards, the Board’s repeated governance failures made it necessary to call for additional shareholder-minded, independent directors. The current Board has demonstrated neither independence nor concern for shareholder interests.

4. Claim regarding Almitas’s loan participation

   Irrelevant. Shareholders are free to choose between equity and debt exposure. Almitas provided loans on equal terms and later offered emergency funding to avoid related-party loans with unfair provisions. Despite the loan agreement requiring a pledge of collateral and repeated requests, Almitas never received collateral for the loan. The Board’s selective use of this issue is misleading.

5. Claim regarding rejection of a compromise candidate

   Inaccurate. The Board never contacted Almitas regarding the appointment of Mr Charagionis. We do not oppose his appointment, but without additional shareholder-aligned directors, any single new appointee risks being marginalized, as we believe has already occurred with Mr Efthimiatos.

6. Claim that Almitas opposed the legal strategy solely for self-interest

   Misleading. We questioned whether prolonged, costly litigation would deliver meaningful shareholder benefit. As the legal dispute led to significant legal, accounting, and professional expenses, it is not clear that the settlement recouped these costs. When factoring in delays, time value of money, and the company liquidity condition, we continue to believe the board’s legal strategy was detrimental to shareholder value.

C. Shareholding and Representation

• Almitas became a substantial shareholder in October 2022, not 2023 as claimed.
• We reached 19.95% in February 2024 and have not increased since.
• Our calls for additional independent directors, including Martin Adams, reflect our concerns, as a shareholder, about governance, alignment, and competence.
• As for the allegation that Almitas is trying to establish “creeping control,” this is entirely fanciful suggestion and ungrounded in law, regulation or fact. We requested that Mr. Efthimiatos be appointed as an independent director and the Company’s reaction was to prevaricate, delay and then designate him as non-independent purely because he was nominated by Almitas. Now, because Mr Adams is being put forward by Almitas to serve once more as an independent director, the Company is seemingly suggesting that Almitas will have two representative directors who cannot be independent because they are proposed by Almitas. We see no legal basis for reaching such a conclusion.
• By our calculations, Martin Adams received majority support and should already have been elected under Section 204 of the Companies (Guernsey) Law. We note various allegations made against Mr Adams. As far as we are aware, Mr Adams has an impeccable record. From what we can discern, the Company has sought to tarnish his reputation due to a difference of opinion over strategy. His statement can be found here.

D. Recommendations

We believe the Board is seeking to entrench itself, enrich its members, and marginalize shareholder voices. In our view, this is contrary to the principles of good governance and a failure to discharge directors’ fiduciary duties to act in the best interests of the Company and its shareholders.

We therefore recommend to shareholders to:

1. Support the election of Martin Adams to the DCI Board.
2. Hold the Board accountable for repeated governance breaches.
3. Insist on greater transparency and insist on the proper discharge of directors’ fiduciary duties to act in the best interests of the Company and its shareholders.

Almitas Capital remains committed to protecting and maximizing value for all shareholders and will continue to challenge actions that undermine that objective.

Contacts

Enquiries

Advisors

Communications – Cardew
Shan Shan Willenbrock

+44 (0)20 7930 0777

[email protected]
Legal – Ogilvy & Wachtel LLP
Robert Ogilvy Watson

+44 (0) 20 8396 0967

[email protected]