REG - MHP SE - Convening Notice - EGM

MHP SEAnnouncement

02/02/2023 07:30

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RNS Number : 7164O  MHP SE  02 February 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

 

If you have sold or otherwise transferred all of your ordinary shares of €
2.00 each ("Ordinary Shares") in the capital of MHP SE (the "Company"), or
Global Depositary Receipts ("GDRs") representing interests in such Ordinary
Shares, please forward this document, together with the accompanying Form of
Proxy (https://mhp.com.cy/agm-and-egm/egm/
(https://mhp.com.cy/agm-and-egm/egm/) ), at once to the purchaser or
transferee or other agent through whom the sale or transfer was effected, for
transmission to the purchaser or transferee.

 

 

 

MHP SE

 

European Public Limited Liability Company (Societas Europaea)

Registered in Cyprus under the Companies Law, Cap. 113

with Registration Number SE 27

 

Registered office: 16 - 18 Zinas Kanther Street, Ayia Triada, 3035 Limassol,
Cyprus

 

 

Notice of Extraordinary General Meeting

("EGM")

 

 

This document should be read in conjunction with the accompanying Form of
Proxy and Notice of EGM set out at the end of this document.

 

The Notice convening the EGM of the shareholders of the Company
("Shareholders"), to be held at 16-18 Zinas Kanther Street, Agia Triada, 3035
Limassol, Cyprus at 12:00 noon local time, on 7 March 2023 is set out at the
end of this document. Shareholders will find attached to this document a Form
of Proxy for use at the EGM. To be valid the Form of Proxy should be signed
and returned in accordance with the instructions printed on it. The Form of
Proxy must be delivered personally or by courier or by post at the registered
office of the Company situated at the address set out above or be sent by fax
at +357 25 37 30 75, to the attention of Confitrust Limited, Secretary of the
Company, or by email at mouaimis@mouaimis.com.cy, not less than 48 hours
before the time for holding the EGM. Completion and posting of the Form of
Proxy does not prevent a Shareholder from attending and voting in person at
the EGM.

 

Holders of GDRs ("GDR Holders") may vote by completing, signing and returning
a Voting Instruction Form, which will be provided to them by the Bank of New
York Mellon. The deadline to submit the Voting Instruction Form will be set
out in the notice provided by the Bank of New York Mellon. By returning a
signed Voting Instruction Form, the GDR Holder is directing the Bank of New
York Mellon to vote on the Ordinary Shares underlying his GDRs in accordance
with his instructions.

 

 

 

 

 

LETTER FROM THE CHIEF EXECUTIVE OFFICER (CEO)

 

MHP SE

 

European Public Limited Liability Company (Societas Europaea)

Registered in Cyprus under the Companies Law, Cap. 113

with Registration Number SE 27

 

Registered Office: 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol,
Cyprus

 

 Members of the Administrative Organ (the Board of Directors)
 John Clifford Rich (Executive Chairman)
 Yuriy Kosyuk (CEO and Executive Member of the Administrative Organ)
 Victoriya B. Kapelushna (CFO and Executive Member of the Administrative Organ)
 Andriy Bulakh (Executive Member of the Administrative Organ)
 John Grant (Senior Independent Director)
 Christakis Taoushanis (Non-Executive Member of the Administrative Organ)
 Philip J Wilkinson OBE (Non-Executive Member of the Administrative Organ)

02 February 2023

To Holders of Ordinary Shares and GDR Holders

 

Dear Shareholders and GDR Holders,

 

Extraordinary General Meeting

 

1.            Introduction

 

You are invited to attend the extraordinary general meeting (the "EGM") of the
shareholders of MHP SE, a European Public Limited Liability Company (Societas
Europaea), registered in Cyprus under the Companies Law, Cap. 113 with
registration Number SE 27 and having its registered office address at 16 - 18
Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus (the "Company"),
which will be held on 7 March 2023 at 12:00 noon local time at 16-18 Zinas
Kanther Street, Agia Triada, 3035 Limassol, Cyprus.

 

This letter provides details of the business to be transacted at the EGM. The
Notice convening the EGM is set out at the end of this document.

 

Any resolution put to a vote at the EGM shall be decided upon a show of hands
unless a poll is validly demanded pursuant to the articles of association of
the Company. On a show of hands every Shareholder present in person or being a
corporation present by a duly authorised representative is entitled to one
vote irrespective of the number of Ordinary Shares held by such Shareholder.
On a poll, all holders of Ordinary Shares are entitled to one vote for each
Ordinary Share held of record on all matters submitted to a vote of the
Shareholders. The Shareholders do not have any special voting rights. A
Shareholder entitled to attend and vote at the EGM is also entitled to appoint
one or more proxies to attend and, on a poll, vote instead of him/her. A proxy
cannot vote on a show of hands. A proxy need not be a Shareholder of the
Company.

 

To be valid a Form of Proxy, together with a power of attorney or other
authority, if any, under which it is executed or a notarially certified copy
thereof, must be delivered personally or by courier or by post at the
registered office of the Company situated at the address set out above or be
sent by fax at +357 25 37 30 75, to the attention of Confitrust Limited,
Secretary of the Company, or by email at mouaimis@mouaimis.com.cy, not less
than 48 hours before the time for holding the EGM or adjourned EGM (see
section 4: "Action Required" below).

 

 

 

GDR Holders may vote by completing, signing and returning a Voting Instruction
Form, which will be provided to them by the Bank of New York Mellon. The
deadline to submit the Voting Instruction Form will be set out in the notice
provided by the Bank of New York Mellon. By returning a signed Voting
Instruction Form, the GDR Holder is directing the Bank of New York Mellon to
vote on the Ordinary Share(s) underlying his GDRs in accordance with his
instructions. Each GDR represents one Ordinary Share.

 

2.            Agenda

 

The agenda for the EGM is contained in the Notice of EGM which is set out at
the end of this document. The Administrative Organ of the Company is seeking
approval of Shareholders to consider and vote upon the appointment of Mr.
Oscar Chemerinski as an Independent Non-Executive Member of the Administrative
Organ of the Company.

 

The resolution set out in the Notice of the EGM will be proposed as an
ordinary resolution, which can be passed by a simple majority of the votes (50
per cent. plus one vote) of the Shareholders entitled to vote and voting in
person or by proxy at the EGM.

 

Explanatory Notes:

 

Mr. Oscar Chemerinski is a senior level executive with extensive experience in
business leadership, management and strategic thinking, having over 25 years
of global exposure to the private sector through project finance and advisory
services and has worked with non-governmental organizations, civil society
organisations, governments, monetary financial institutions and Banks.

 

Mr. Oscar Chemerinski possesses the professional qualifications and experience
required for the position of an Independent Non-Executive Member of the
Administrative Organ (the Board of Directors) of the Company.

 

A copy of the curriculum vitae of Mr. Oscar Chemerinski can be found here:
https://mhp.com.cy/agm-and-egm/egm/ (https://mhp.com.cy/agm-and-egm/egm/) .

 

3.            General Information

 

Share capital and voting rights of the Company

 

The authorised share capital of the Company is Euro Two Hundred Twenty-One
Million Five Hundred Forty Thousand (€ 221,540,000) divided into One Hundred
Ten Million Seven Hundred Seventy Thousand (110,770,000) Shares of Two Euro
(€ 2,00) each.

 

The issued share capital of the Company is Euro Two Hundred Twenty-One Million
Five Hundred Forty Thousand (€ 221,540,000), divided into One Hundred Ten
Million Seven Hundred Seventy Thousand (110,770,000) Shares with a par value
of Two Euro (€ 2,00) each.

 

The Company has dematerialised 91,300,484 of its shares into 91,300,484 global
depositary receipts ("GDRs").

 

Each Share entitles the holder thereof to one vote. Holders of GDRs may
exercise the voting rights arising under the Shares represented by the GDRs
through the Bank of New York Mellon.

 

Quorum and majority requirements

 

                No business shall be transacted at the EGM
unless a quorum of Shareholders is present at the time when the EGM proceeds
to business. Two Shareholders present in person or by proxy, together holding
not less than 50 per cent in nominal value of the shares giving the right to
attend and vote at the EGM, shall be a quorum for all purposes.

 

A corporation being a Shareholder of the Company shall be deemed to be
personally present at the EGM if represented by its representatives duly
authorised by resolution of its Directors or other governing body authorizing
such person as it thinks fit to act as its representative at the EGM of the
Company.

 

The resolution set out in the Notice of the EGM will be proposed as an
ordinary resolution, which can be passed by a simple majority of the votes (50
per cent. plus one vote) of the Shareholders entitled to vote and voting in
person or by proxy at the EGM.

 

4.            Action Required

 

You will find attached to this document a reply-paid Form of Proxy for use by
Shareholders at the EGM. Whether or not you intend to be present at the EGM,
you are requested to complete and return the Form of Proxy in accordance with
the instructions printed thereon. To be valid, completed Forms of Proxy must
be delivered personally or by courier or by post at the registered office of
the Company situated at the address set out above or be sent by fax at +357 25
37 30 75, to the attention of Confitrust Limited, Secretary of the Company, or
by email at mouaimis@mouaimis.com.cy, as soon as possible and in any event not
later than 12:00 noon local time, on 5 March 2023, being not less than 48
hours before the time appointed for holding the EGM. Completion of the Form of
Proxy will not preclude you from attending the EGM and voting in person if you
so choose.

 

GDR Holders may vote by completing, signing and returning a Voting Instruction
Form, which will be provided to them by the Bank of New York Mellon. The
deadline to submit the Voting Instruction Form will be set out in the notice
provided by the Bank of New York Mellon. By returning a signed Voting
Instruction Form, the GDR Holder is directing the Bank of New York Mellon to
vote on the Ordinary Shares underlying his GDRs in accordance with his
instructions.

 

GDR holders who wish to vote via the electronic system can give voting
instructions to the chairman of the EGM via the electronic system the operator
of a securities settlement system or with a professional depository or
sub-depository designated by such depository. In such case, the operator of a
securities settlement system or a professional depository or sub-depository
designated by such depository must, prior to the EGM provide (i) a spreadsheet
of the voting instructions in relation to the votes cast for, against and
abstain in relation to each resolution of the agenda including a proxy to the
chairman of the EGM to be returned to the Company prior to the date of the EGM
and (ii) a certificate certifying the number of shares or GDRs recorded in
their account on the Record Date.

 

Shareholders and GDR holders may address all queries with respect to the EGM
by fax at +357 25 37 30 75, to the attention of Confitrust Limited, Secretary
of the Company, or by email at mouaimis@mouaimis.com.cy
(mailto:mouaimis@mouaimis.com.cy) or to the following address:

 

MHP SE

c/o  Confitrust Limited

16-18 Zinas Kanther Street

Agia Triada, 3035 Limassol

Cyprus

 

On all related correspondence, kindly indicate the following notice:

 

"Extraordinary General Meeting of shareholders MHP SE"

 

5.            Recommendation

 

The Members of the Administrative Organ believe that the resolutions are fair
and reasonable and in the best interests of the Company and its Shareholders
as a whole. Accordingly, the Members of the Administrative Organ recommend
that you vote in favour of the resolutions to be proposed at the EGM.

 

Yours faithfully,

 

 

 

___________

Yuriy Kosyuk

CEO, executive Member of the Administrative Organ

MHP SE

 

European Public Limited Liability Company (Societas Europaea)

Registered in Cyprus under the Companies Law, Cap. 113

with Registration Number SE 27

 

Registered Office: 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol,
Cyprus

 

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of MHP SE (the
"Company") will be held at 16-18 Zinas Kanther Street, Agia Triada, 3035
Limassol, Cyprus, at 12:00 noon local time on 7 March 2023, for the purpose of
considering and, if thought fit, approving the following Resolution:

 

1.            To appoint Mr. Oscar Chemerinski as an additional
Independent Non- Executive Member of the Administrative Organ of the Company
from the date of the Extraordinary General Meeting until the Annual General
Meeting of the Company to be held in the year 2023.

 

The resolutions set out above will be proposed as ordinary resolutions.

 

 

Dated the 2nd day of February 2023

 

 

By order of the Administrative Organ

 

 

Confitrust Limited

Company Secretary

 

Registered Office

16-18 Zinas Kanther Street,

Agia Triada, 3035 Limassol

Cyprus

Notes:

 

1.            A member entitled to attend and vote at the EGM is
also entitled to appoint one or more proxies to attend and, on a poll, vote
instead of him/her. The instrument appointing a proxy shall be in writing
under the hand of the appointor or of his attorney duly authorised in writing.
The proxy need not be a member of the Company. A Form of Proxy is attached to
this Notice of EGM for use at the EGM.

 

2.            To be valid a Form of Proxy, together with a power of
attorney or other authority, if any, under which it is executed or a
notarially certified copy thereof, must be delivered personally or by courier
or by post at the registered office of the Company situated at the address set
out above or be sent by fax at +357 25 37 30 75, to the attention of
Confitrust Limited, Secretary of the Company, or by email at
mouaimis@mouaimis.com.cy, as soon as possible and in any event not later than
12:00 noon local time, on 5 March 2023, being not less than 48 hours before
the time appointed for holding the EGM or adjourned EGM.

 

3.            In the case of joint holders of Ordinary Shares, the
vote of the senior who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the votes of any other joint holders. For these
purposes, seniority shall be determined by the order in which the names stand
in the register of members in respect of the joint holding.

 

4.            In the case of a corporation, the Form of Proxy must
be executed under its common seal or signed on its behalf by a duly authorised
attorney or duly authorised officer of the corporation.

 

5.            GDR Holders may vote by completing, signing and
returning a Voting Instruction Form, which will be provided to them by the
Bank of New York Mellon. The deadline to submit the Voting Instruction Form
will be set out in the notice provided by the Bank of New York Mellon. By
returning a signed Voting Instruction Form, the GDR Holder is directing the
Bank of New York Mellon to vote on the Ordinary Shares underlying his GDRs in
accordance with his instructions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MHP  SE

Extraordinary General Meeting

 

I/We,
………………………………................................................
of .............................................. being a Member of the
above-named Company, hereby appoint
........................................................................... of
..............................................................., or failing
him/her .................................................................., of
................................................................, as my/our
proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting
of the Company, to be held on the 7th day of March 2023 and at any adjournment
thereof.

 

     ORDINARY RESOLUTIONS                                                            NUMBER OF VOTES
     FOR                                                                                     AGAINST  ABSTAINED
 1   To appoint Mr. Oskar Chemerinski as an additional Independent Non-Executive
     Member of the Administrative Organ of the Company from the date of the
     Extraordinary General Meeting until the Annual General Meeting of the Company
     to be held in the year 2023.

 

Signed this ………..... day of……………………….., 2023.

(Sgnd)

 

         (Name of the Member)

Notes:

 

1.             A member entitled to attend and vote at the EGM is
also entitled to appoint one or more proxies to attend and, on a poll, vote
instead of him/her. The instrument appointing a proxy shall be in writing
under the hand of the appointor or of his attorney duly authorised in writing.
The proxy need not be a member of the Company.

 

2.             To be valid a Form of Proxy, together with a power
of attorney or other authority, if any, under which it is executed or a
notarially certified copy thereof, must be delivered personally or by courier
or by post at the registered office of the Company situated at 16-18 Zinas
Kanther Street, Ayia Triada, 3035 Limassol, Cyprus or be sent by fax at +357
25 37 30 75, to the attention of Confitrust Limited, Secretary of the Company,
or by email at mouaimis@mouaimis.com.cy, as soon as possible and in any event
not later than 12:00 noon local time, on 5 March 2023, being not less than 48
hours before the time appointed for holding the EGM or adjourned EGM.

 

3.             In the case of joint holders of Ordinary Shares,
the vote of the senior who tenders a vote, whether in person or by proxy, will
be accepted to the exclusion of the votes of any other joint holders. For
these purposes, seniority shall be determined by the order in which the names
stand in the register of members in respect of the joint holding.

 

4.             In the case of a corporation, the Form of Proxy
must be executed under its common seal or signed on its behalf by a duly
authorised attorney or duly authorised officer of the corporation.

 

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