REG - MHP SE - Convening Notice of Extraordinary General Meeting
07/11/2025 08:30
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251107:nRSG6692Ga&default-theme=true
RNS Number : 6692G MHP SE 07 November 2025
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, 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, Ayia Triada, 3035
Limassol, Cyprus at 02:00 p.m. local time, on 9 December 2025 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.
CONTENTS
Page
Definitions…………………………………………………………………………………………………………………….
3
Letter from the Chief Executive
Officer…………………………………………………………………………
4
Notice of Extraordinary General
Meeting………………………………………………………………………
8
New Remuneration
Policy……………………………………………………………………………………………
12
Appointment of NEDs
Policy……………………………………………………………………………………………
13
DEFINITIONS
"Company" means 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.
"Nominations and Remuneration Committee" means the Nominations and
Remuneration Committee of the Administrative Organ of the Company.
"Remuneration Policy" means the Remuneration Policy in respect of the
remuneration of the Members of Administrative Organ of the Company, which has
been approved by the Shareholders of the Company at the extraordinary general
meeting which was held on 10 December 2024.
"New Remuneration Policy" means the Remuneration Policy in respect of the
remuneration of the Members of Administrative Organ of the Company which will
replace the Remuneration Policy (as defined above), which has been prepared
and approved by the Nominations and Remuneration Committee of the
Administrative Organ of the Company on 6 November 2025 and is subject to the
approval of the Shareholders at this EGM.
"Appointment of NEDs Policy" means the Appointment of Non-Executive Directors
Policy, in respect of the appointment of new Non-Executive Directors and the
re-appointment of existing Non-Executive Directors, as members of the
Administrative Organ of the Company, including the independence criteria test
which is appended as Annex A to the Appointment of NEDs Policy, which has been
prepared and approved by the Nominations and Remuneration Committee of the
Administrative Organ of the Company on 6 November 2025 and is subject to the
approval of the Shareholders at this EGM.
LETTER FROM THE CHIEF EXECUTIVE OFFICER (CEO) OF 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
Directors
John Clifford Rich (Executive Chairman)
Yuriy Kosyuk (CEO and Executive Member of the Administrative Organ)
Viktoriia Kapeliushna (CFO and Executive Member of the Administrative Organ)
Andriy Bulakh (Executive Member of the Administrative Organ)
Christakis Taoushanis (Independent Non-Executive Member of the Administrative
Organ)
Philip J Wilkinson OBE (Independent Non-Executive Member of the Administrative
Organ)
Oscar Alberto Chemerinski (Independent Non-Executive Member of the
Administrative Organ)
7 November 2025
To Holders of Ordinary Shares and GDRs
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 9 December 2025 at 02:00 p.m. local time at 16-18 Zinas
Kanther Street, Ayia 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 Board of Directors of the Company (the "Board"
or "Directors") is asking Shareholders to consider and vote upon the following
matters:
(A) The amendments to Regulation 142 of the Articles of
Association of the Company relating to the Comiittees of the Administrative
Organ of the Company and their responsibilities ("the Alteration of
Articles"), as follows:
(i) the present sub-paragraph (a) of Regulation 142 to
be deleted and the following new sub-paragraph (a) to be adopted, namely:
"(a) an Audit & Risk Committee, comprising at least two
Members of the Administrative Organ, all of whom must be independent
non-executive Directors, to be selected by the Administrative Organ. This
Committee will be responsible for, among others, the integrity of the
financial reporting of the Company of the group of companies to which the
Company belongs (hereinafter "the Group") and overseeing the Group's internal
financial controls and risk management processes, making recommendations to
the Administrative Organ of the Company on the appointment of external and
internal auditors and overseeing their activities;"
(ii) the present sub-paragraph (b) of Regulation 142 to be
deleted and the following new sub-paragraph (b) to be adopted, namely:
"(b) a Nominations and Remuneration Committee, comprising a
minimum of two Members of the Administrative Organ, all of whom must be
independent non-executive Directors, to be selected by the Administrative
Organ. This Committee will be responsible for, among others, determining the
Company's Remuneration Policy and determining the remuneration of the
executive Directors and making recommendations to the Administrative organ of
the Company on the appointment of Members of the Administrative Organ;
however, no Member of the Administrative Organ or manager will be entitled to
vote on any decisions regarding his or her own remuneration; and"
(iii) the present sub-paragraph (c) of Regulation 142 to be
deleted and the following new sub-paragraph (c) to be adopted, namely:
"(c) a Sustainability and International Affairs Committee,
comprising not less than three Members of the Administrative Organ, two of
whom will be independent non - executive directors. This Committee will be
responsible for, among others, overseeing the strategy and objectives of the
Group in the areas of sustainability, responsible business practices, and
international affairs, providing guidance and oversight on related policies,
governance frameworks, performance metrics, and stakeholder engagement and
monitoring alignment with global standards and supervising the Group's
relationships with key international stakeholders including governments,
regulators, and industry partners. "
(B) The approval of the New Remuneration Policy in respect of
the remuneration of the Members of the Administrative Organ of the Company for
their services as Members of the Administrative Organ of the Company, which
has been prepared and approved by the Nominations and Remuneration Committee
of the Administrative Organ of the Company on 6 November 2025, replacing the
Remuneration Policy which has been approved by the Shareholders of the Company
at the extraordinary general meeting which was held on 10 December 2024.
(C) The approval of the Appointment of Non-Executive
Directors Policy in respect of the appointment of new Non-Executive Directors
and the re-appointment of existing Non-Executive Directors as members of the
Administrative Organ of the Company ("the Appointment of NEDs Policy"),
including the independence criteria test which is appended as Annex A to the
Appointment of NEDs Policy, which has been prepared and approved by the
Nominations and Remuneration Committee of the Administrative Organ of the
Company on 6 November 2025.
The Resolution set out in the Notice of the EGM relating to the approval of
the Alteration of the Articles will be proposed as a special resolution, which
can be passed by a special majority of the votes (not less than 75 per cent.
of the votes) of the Shareholders entitled to vote and voting in person or by
proxy at the EGM, whereas the Resolutions set out in the Notice of the EGM
relating to the approval of the New Remuneration Policy and the approval of
the Appointment of NEDs Policy will be proposed as an Ordinary Resolutions,
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:
Copies of the following documents are available at the website of the Company
at http://www.mhp.com.ua:
(1) Remuneration Policy;
(2) New Remuneration Policy;
(3) Appointment of NEDs Policy
(4) the Memorandum and Articles of Association of the
Company currently in force.
According to the Remuneration Policy, the Company will update its remuneration
policy at least every three years. The Nominations and Remunerations Committee
has approved on 6 November 2025 the New Remuneration Policy which will replace
the Remuneration Policy and which is subject to the approval of the
Shareholders at this EGM.
Copies of the New Remuneration Policy and Appointment of NEDs Policy, are
attached at the end of this document.
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 relating to the approval of
the Alteration of the Articles will be proposed as a special resolution, which
can be passed by a special majority of the votes (not less than 75 per cent.
Of the votes) of the Shareholders entitled to vote and voting in person or by
proxy at the EGM, whereas the Resolutions set out in the Notice of the EGM
relating to the approval of the New Remuneration Policy and the approval of
the Appointment of NEDs Policy will be proposed as an Ordinary Resolutions,
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 02:00 p.m. on 7 December 2025, 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.
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
Ayia Triada
3035 Limassol
Cyprus
On all related correspondence, kindly indicate the following notice:
"Extraordinary General Meeting of Shareholders of MHP SE"
5. Recommendation
The Directors believe that the Resolutions are fair and reasonable and in the
best interests of the Company and Shareholders as a whole. Accordingly, the
Directors recommend that you vote in favour of the Resolutions to be proposed
at the EGM.
Yours faithfully,
___________
Yuriy Kosyuk
CEO and 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, Ayia Triada, 3035
Limassol, Cyprus, at 02:00 p.m. local time on 9 December, 2025, for the
purposes set out below:
1. THAT the Articles of Association of the Company be
and they are hereby amended in the manner following, that is to say:
(i) By deleting the present sub-paragraph (a) of
Regulation 142 and by adopting a new sub-paragraph (a), namely:
"(a) an Audit & Risk Committee, comprising at least two
Members of the Administrative Organ, all of whom must be independent
non-executive Directors, to be selected by the Administrative Organ. This
Committee will be responsible for, among others, the integrity of the
financial reporting of the Company of the group of companies to which the
Company belongs (hereinafter "the Group") and overseeing the Group's internal
financial controls and risk management processes, making recommendations to
the Administrative Organ of the Company on the appointment of external and
internal auditors and overseeing their activities;"
(ii) By deleting the present sub-paragraph (b) of
Regulation 142 and by adopting a new sub-paragraph (b), namely:
"(b) a Nominations and Remuneration Committee, comprising a
minimum of two Members of the Administrative Organ, all of whom must be
independent non-executive Directors, to be selected by the Administrative
Organ. This Committee will be responsible for, among others, determining the
Company's Remuneration Policy and determining the remuneration of the
executive Directors and making recommendations to the Administrative organ of
the Company on the appointment of Members of the Administrative Organ;
however, no Member of the Administrative Organ or manager will be entitled to
vote on any decisions regarding his or her own remuneration; and"
(iii) By deleting the present sub-paragraph (c) of
Regulation 142 and by adopting a new sub-paragraph (c), namely:
"(c) a Sustainability and International Affairs Committee,
comprising not less than three Members of the Administrative Organ, two of
whom will be independent non - executive directors. This Committee will be
responsible for, among others, overseeing the strategy and objectives of the
Group in the areas of sustainability, responsible business practices, and
international affairs, providing guidance and oversight on related policies,
governance frameworks, performance metrics, and stakeholder engagement and
monitoring alignment with global standards and supervising the Group's
relationships with key international stakeholders including governments,
regulators, and industry partners."
2. THAT the New Remuneration Policy in respect of the
remuneration of the Members of the Administrative Organ of the Company for
their services as Members of the Administrative Organ of the Company, which
has been prepared and approved by the Nominations and Remuneration Committee
of the Administrative Organ of the Company on 6 November 2025, replacing the
Remuneration Policy which has been approved by the Shareholders of the Company
at the extraordinary general meeting which was held on 10 December 2024, be
and is hereby approved.
3. THAT the Appointment of Non-Executive Directors
Policy in respect of the appointment of new Non-Executive Directors and the
re-appointment of existing Non-Executive Directors as members of the
Administrative Organ of the Company ("the Appointment of NEDs Policy"),
including the independence criteria test which is appended as Annex A to the
Appointment of NEDs Policy, which has been prepared and approved by the
Nominations and Remuneration Committee of the Administrative Organ of the
Company on 6 November 2025, be and is hereby approved
Resolution 1 set out above will be proposed as a Special Resolution, whereas
Resolutions 2 and 3 set out above will be proposed as an Ordinary Resolutions.
Dated 7 November 2025
By order of the Board
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
02:00 p.m. on 7 December 2025, 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.
NEW REMUNERATION POLICY
MHP SE
(the "Company")
Directors' Remuneration Policy
This part of the Directors' Remuneration report sets out the Directors'
Remuneration Policy (the "Policy"), which applies to Executive Directors being
members of the Board of Directors of MHP SE and to Non-Executive Directors
being members of the Board of Directors of MHP SE (collectively the
"Directors").
The Policy is subject to the approval of the shareholders of MHP SE at an
Extraordinary General Meeting of MHP SE (the "EGM"), and if approved by the
Shareholders at the EGM, it shall take effect from the close of the EGM.
The Policy is determined by the Company's Nominations and Remuneration
Committee (the "Committee").
Whenever the Company wishes to introduce a new Remuneration Policy or make
changes to an existing policy it will need to submit the Remuneration Policy
to its shareholders for approval;
The Company will put the Remuneration Policy to its shareholders for approval
at an EGM or AGM at least every three years.
The Remuneration Policy for Directors has been designed with the following
aims:
· to attract, retain and motivate Executive and Non-Executive
Directors to establish and deliver the Company's short and long-term business
strategy;
· to reward and support high performance by linking reward to the
achievement of the Company's and personal objectives;
· to provide a clear and transparent remuneration framework;
· to encourage fairness and recognise individual contribution
whilst being aligned to the strategy of the Company;
· to have a competitive mix of fixed remuneration and short-term
and long-term incentives, with an appropriate proportion of the package
determined by stretching targets linked to the Company's performance;
· to align the interests of the Executive Directors being members
of the Board of Directors of the Company with those of shareholders and
appropriate alignment with strategic goals;
· to ensure that remuneration and incentives adhere to the
principles of good corporate governance, support good risk management practice
and promote the Company's sustainable performance; and
· to avoid conflicts of interest, the Director(s) of the Board
shall not participate in any discussions or decisions regarding the approval
of their own remuneration.
Policy for Executive Directors being members of the Board of Directors of the
Company
Component Purpose and link to strategy Description Maximum opportunity Performance measures Terms of payments
Base salary Core element of fixed remuneration reflecting individual's role and The Committee ordinarily reviews base salaries annually taking into account a Whilst there is no maximum salary, increases will normally be within the range Salary reviews will take into account individual and Company performance In accordance with any applicable legislation, payroll and internal
experience. number of factors including (but not limited to) the value of the individual's of salary increases awarded to other employees of the Group. However, higher procedures and policies.
performance, the scope of their role, their skills and experience and increases may be awarded in certain circumstances.
performance.
The Committee also takes into consideration:
· pay and conditions of the workforce generally; and
· Group, profitability and prevailing market conditions
Benefits Fixed remuneration provided on a market competitive basis. Benefits are provided consistent with those typically offered in the country There is no predetermined maximum but the totals are reviewed annually by the Not applicable. According to internal procedures and policies.
of residence and other appropriate benefits determined by the Committee. These Committee.
include medical insurance, life insurance, travel insurance. Additional
benefits may be provided based on individual circumstances, including the
location of the executive director.
Annual Bonus The annual bonus scheme rewards Executive Directors for performance in the Annual bonuses for the Executive Directors are determined by the Committee The target annual bonus opportunity for Executive Chaiman and Executive The performance is assessed by achievement of OKRs, which are linked to Annual bonuses may be paid after the publication of the Company's annual
relevant year against targets and objectives linked to the delivery of the after the year end. The amount of bonus awarded depends on the achievement of Directors is up to 100% of annual base salary. delivery of the Company's strategy. audited financial statements. In such circumstances, they will be disclosed in
Company's strategy. the Objectives and Key Results (OKRs) and is paid after the publication of the
the next audited annual report.
annual audited financial statement. The Committee has discretion to cancel or The target annual bonus opportunity for Chief Executive Officer is 200% of
reduce any annual bonus before the payment date (see recovery provisions annual base salary. Discretion to award a higher bonus in exceptional
detailed below). circumstances, when OKRs and EBITDA are substantially over achieved.
Project-based bonuses The project-based bonus scheme rewards Executive Directors for achievements Project-based bonuses for the Executive Directors are determined by the The amount of the project-based bonus shall be proportionate to the The performance is assessed by the Committee and the Board of Directors. Payment of the project-based bonus may occur following the successful
which are not connected with annual OKRs or sufficiently rewarded under the Committee. Any such bonus must be supported by a clear written justification complexity, strategic relevance and significance of the project, and aligned completion of the relevant project and is not contingent upon the publication
annual bonus scheme. explaining why additional remuneration in the form of a project based bonus is with the Company's values, long-term objectives, and overall remuneration of the Company's annual audited financial statements.
warranted/awarded. principles.
Long- term incentives Long-term incentive plan to incentivise and reward performance in the relevant To be determined in the future. To be determined in the future. To be determined in the future. To be determined in the future.
period, linked to delivery of the Company's long-term strategy
When developing the Long-term incentive plan, the possibility of granting the
Company's shares (or virtual shares) will be considered.
Recovery provisions
The Committee has discretion to cancel or reduce any annual bonus or/and
long-term incentive before the payment date.
These recovery provisions may be applied in the event of material misstatement
of the Company's financial statements, serious reputational damage to the
Company, material corporate failure, gross misconduct on the part of an
Executive Director, or if an annual bonus and/or long-term incentive award has
paid out at a higher level than would have been the case but for a material
misstatement or serious reputational damage.
Explanation of Performance Metrics
Performance measures for the annual bonus are selected to reflect the
Company's strategy and determined on Objective and Key Results (OKRs). OKRs
are set each year by the Committee taking into account a number of different
factors (including ESG principles).
The Committee may vary or substitute any key results if an event occurs which
causes it to determine that it would be appropriate to do so (including to
take account of acquisitions or divestments, a change in strategy or a change
in prevailing market conditions), provided that any such variation or
substitution is fair and reasonable and (in the option of the Committee) and
the change would not make the measure less demanding than the original measure
would have been but for the event in question. If the Committee were to make
such a variation, an explanation would be given in the next Directors'
Remuneration Report.
Recruitment Remuneration Policy
Should it become necessary to recruit a new Executive Director, the Committee
would ordinarily negotiate the remuneration package of the new director from
the same elements described in the policy table as are applied to existing
directors.
The Committee's overarching principle for recruitment remuneration is to pay
based on market data or above to attract an executive director of the calibre
required to shape and deliver the Group's business strategy. In determining
each element of pay and the package as a whole upon recruitment, the Committee
will take into account all relevant factors including, but not limited to, the
skills and experience of the individual, the market rate for an individual of
that experience, as well as the importance of securing the best person for the
role.
The Committee may make payments or awards in respect of hiring an employee to
'buyout' remuneration arrangements forfeited in connection with leaving a
previous employer.
Where a position is filled internally, any ongoing remuneration obligations or
outstanding variable pay elements shall be allowed to continue in accordance
with their terms.
Fees payable to newly appointed Executive Directors will be in line with the
policy in place at the time of the appointment.
Policy on payments for loss of office
The following table summarises the Company's policy on the determination of
payments for loss of office by Executive Directors being members of its Board
of Directors.
Provision Treatment
Fixed remuneration Salary/fees and benefits will be paid to the date of termination.
Payments in lieu of notice Where a payment in lieu of notice is made, this may include salary and
benefits (or a cash equivalent) for up to twelve months. Any payments in lieu
of notice are taking account of the performance in role, time in role and any
other relevant factors.
Variable pay This will be reviewed on an individual basis taking into account the terms of
the relevant service agreement. The decision whether or not to award variable
pay in full or in part will be dependent on a number of factors including the
circumstances of the departure, contribution to the business during the period
and the terms of the service agreement.
Other payments The Committee reserves the right to make additional exit payments. Payments
may include, but are not limited to, paying any fees for outplacement
assistance and/or the director's legal and/or professional advice fees in
connection with his/her cessation of office or employment and payments in
respect of accrued but untaken holiday.
Policy for Non-Executive Directors (NEDs) being members of the Board of
Directors of the Company
Component Purpose and link to strategy Description Performance Measures
Basic fees To attract individuals with the necessary skills and experience by paying fees The Basic fees of the Non-Executive Directors are determined by the Board. The performance of Non-Executive Directors is reviewed annually in a one to
within a market competitive range that reflect the responsibilities of a one in person meeting with the Executive Chairman.
Non-Executive Director (NED) and the expected time commitment.
Additional fees Additional fees within a market competitive range to reflect additional The Additional fees of the Non-Executive Directors are determined by the Fees for chairing or membership of board committees are reviewed periodically
responsibilities. Board. by the Board to reflect the responsibilities and expected time commitment.
Current fees for chairing a single committee are up to 35% of Basic fees. In
the event that a Non-Executive Director acts as chair of more than one
committee simultaneously, the Additional fee applicable to chairing the
Additional temporary or one-off uplift to fees for Non-Executive Directors. Additional fees are paid to Non-Executive Directors for participation in the further committee(s), reflecting the additional time commitment and
Audit & Risk Committee, the Nominations & Remuneration Committee and contribution, shall be determined by the Board on a case-by-case basis (but
the IGR&PA Committee, and for the role of Senior Independent Director, and shall be no less than 35% of Basic fees).
are determined as a fixed percentage of the Basic fee.
Committee membership (non-chair role) fees are up to 20% of Basic fees per
Non-Executive Directors are not eligible for any bonus or long-term incentive committee.
scheme.
Any temporary or one-off fee uplift shall be proportionate to the Director's
In exceptional circumstances, the Board, acting on the recommendation of the standard remuneration and commensurate with the additional time commitment and
Committee, may approve a temporary or one-off uplift to the fixed fee of a contribution provided.
Non-Executive Director, including an independent Non-Executive Director, where
the director's actual involvement in the affairs of the Company significantly
exceeds the expected level of engagement in the course of performing his/her
independent role.
Any such temporary or one-off uplift to the fixed fee of a Non-Executive
Director, including an independent Non-Executive Director, must be supported
by a clear written justification explaining why additional remuneration in the
form of temporary or one-off uplift to the fixed fee of a Non-Executive
Director, including an independent Non-Executive Director is warranted /
awarded.
Benefits To provide benefits where appropriate which are relevant to the requirements Non-Executive Directors are reimbursed for reasonable business-related
of the role. expenses including travel and travel insurance as may be approved by the
Board.
Non-Executive Directors are not entitled to compensation on termination of
their appointment.
APPOINTMERNT OF NEDS POLICY
MHP SE
Definition
The Board maintains the responsibility for the selection and appointment of
non-executive directors (NEDs), on the advice of the Nominations and
Remuneration Committee (the Committee), and has put in place this policy and
procedure for both the appointment of new directors and the re-appointment of
existing NEDs.
Determination
The Board annually reviews its composition against criteria set out by the UK
Corporate Governance Code.
New NEDs and retiring NEDs (if they wish to be re-elected) will be subject to
the Company's procedure for selection and appointment of directors set out in
this policy. Retiring directors are eligible for re-election subject to this
policy.
NEDs appointed during the year will be subject to the procedure for
re-appointment of directors before the next AGM after their appointment by the
Board in accordance with the Company's constitution.
NEDs are not appointed for any specific term. However, in the event that an
independent NED has served on the Board for more than nine years from the date
of their first appointment, the Committee will consider and make a
recommendation to the Board as to whether the NED's length of service has
impaired their independence.
Procedure for the appointment of new NEDs
Based on the regular review of the Board's composition, the Board's evaluation
procedure and its necessary and desirable competencies, the Board may resolve
to increase the number of directors to match the need for those competencies.
The Committee will use the following procedure when seeking new directors and
when reviewing potential candidates to be nominated to the Board for
appointment:
1. Reviewing the current skills of the members of the Board;
2. Assessing the skills, experience, expertise and levels of independence
necessary that will best complement Board effectiveness both currently and in
the foreseeable future;
3. Discussing and agreeing the criteria for selection and ensuring that such
criteria, as well as the appointments process, are objective and based on
merit, while promoting diversity, inclusion and equal opportunity;
4. Where appropriate, utilising advertising and/or the services of an
independent executive search organization to seek out appropriate candidates
that meet the selection criteria;
5. Where appropriate, the Committee will include in the list of candidates
persons who are put forward by members of the Board;
6. Identifying any potential conflicts of interest and assessing the
independence of the candidate (including, where the candidate is to be
appointed as an independent NED, their independence in accordance with MHP's
independence criteria for independent NEDs (Annex A) and the circumstances set
out in Provision 10 of the UK Corporate Governance Code).
This includes excluding from the selection process candidates who are
restricted from being appointed as an officer of the Company because of their
previous association with the Company's audit firm and who (where applicable)
have not served the relevant 2 year cooling off period;
7. Assessing detailed background information in relation to each potential
candidate and carry out any appropriate background checks.
8. Assessing the final candidature list against the selection criteria;
9. The Committee preparing the final list and agreeing on the candidate(s) to
be nominated to the Board;
10. The Chair approaching the selected candidate(s);
11. The Board meeting the candidate(s); and
12. The candidate being appointed in accordance with the decision of the
Board, and the Company's constitution.
Procedure for Board recommendations in relation to the re-appointment of NEDs
In relation to the re-appointment of a NED who is eligible for re-election,
the Committee will:
1. Assess the retiring director's skill against the current Board criteria and
in line with the Company's Performance Evaluation Policy; and
2. Consider and make recommendations to the Board for the recommendations to
be made to the Annual General Meeting as to the reappointment or removal of
the director.; and
3. In the event that an independent NED has served on the Board for more than
nine years from the date of their first appointment, consider and make a
recommendation to the Board as to whether the NED's length of service has
impaired their independence.
Terms and conditions of appointment
1. The appointment as a NED is a contract for services and is not a contract
of employment.
2. NEDs are expected to bring an objectivity and independence of view to the
Board's discussions, and to help provide the Board with effective leadership
in relation to the Company's strategy, performance, risk, culture and people
management as well as ensuring high standards of financial probity and
corporate governance. They will be expected to advise on papers submitted to
Board meetings, to attend Board meetings, the Company's annual general
meetings and any extraordinary general meetings, and generally to use their
best endeavours to promote and advance the interests of the Company and its
subsidiary undertakings. The prior consent of the Board must be sought before
accepting additional commitments that might affect the time they are able to
devote to the role.
3. In addition to the requirements set out in their contract for services,
they may be required to serve on one or more committees of the Board. They
will be given copies of the terms of reference and of any specific
responsibilities involved in serving on such committees.
4. By accepting the appointment they undertake that they have sufficient time
to carry out their duties and have declared to the Board details of all other
significant business and other interests and a broad indication of the time
spent devoted to such commitments. They must advise the Board of any
subsequent changes to these commitments [or change in circumstances that may
impact either the time the NED is able to dedicate to carrying out their
duties or the independence of the NED. The NED must further seek the consent
of the Board before accepting any additional external appointments.
5. All director fees will cease to accrue with effect from the date of a
person ceasing, for whatever reason, to be a NED of the Company. In addition
to director fees, the Company will pay all reasonable and properly documented
travel, hotel and other incidental expenses incurred in the performance of
their duties.
6. The Company will use its reasonable endeavours to obtain appropriate
directors' and officers' liability insurance for the benefit of NEDs and
maintain the cover in force for the duration of their appointment, subject to
the provisions governing such insurance and on such terms as the Board may
from time to time decide.
7. During their appointment as a NED, they must not put themselves in a
position of conflict with their duties to the Company.
8. Circumstances may arise where it is necessary for a NED to seek
professional advice about the performance of their duties. They will be
entitled to obtain at the Company's expense such external independent
professional advice as is reasonably necessary to enable them to carry out
their duties. The NED should consult with the Company Secretary before
incurring any fees for such advice.
9. Appointment and any subsequent re-appointment as a director are at all
times subject to and in accordance with the Company's articles of association
and subject to any necessary shareholder ratification.
Remuneration
Fees
NEDs will be paid fees in accordance with the Company's Directors'
Remuneration Policy (the Policy), as approved by the Company's shareholders at
an Annual General Meeting or an Extraordinary General Meeting, and as may be
amended or replaced from time to time.
Expenses
Subject to the Policy, reasonable business-related expenses incurred in
connection with a Director's duties on behalf of the Company may be
reimbursed.
No entitlement to performance-based remuneration
Subject to the Policy, NEDs are not typically entitled to participate in
equity schemes of the Company or to receive any share options in respect of
the Company, and are not typically entitled to receive performance-based
remuneration (including performance-based bonuses).
Duties
Responsibilities as a NED will entail such duties in connection with the
business of the Company as are agreed from time to time and will include:
· participating in a formal and tailored induction programme at the
outset of their appointment covering the main areas of business activity and
their role as a NED;
· membership of the Board and its Committees to which NEDs are
appointed, and attendance at all meetings of the Board and such Committees
unless unavoidably prevented from attending. NEDs will be expected to consider
the Board and Committee papers in advance of each meeting;
· bringing independent judgement to bear on issues of strategy,
performance, resources and standards of conduct, including in respect of
executive directors;
· sharing responsibility with the other directors for the effective
control and development of the Company;
· understanding both the concerns of shareholders, through
attendance at the annual general meeting or other meetings of shareholders,
and the relationship of the Company with its significant stakeholders, through
taking the opportunity to meet other stakeholders from all levels of the
organisation, and bringing these perspectives to bear in carrying out their
duties; and
· discharging the other duties and responsibilities of a director
with care and skill.
NEDs undertake that they will commit such time (not being less than 24 days
per annum) as is necessary for the proper discharge of duties as a NED of the
Company. The Company will give NEDs reasonable notice of the dates of all
meetings of directors or shareholders which they are required to attend and
will forward the relevant papers to NEDs in good time before the meeting.
The Company will provide NEDs with such facilities and assistance, including
site visits, copies of principal business documents and meetings with key
executives, as is reasonably necessary and agreed between NEDs and the Company
in the connection with the performance of NEDs' duties.
For the avoidance of doubt, NEDs will not be employees of the Company and will
not fulfil any executive role.
Confidentiality
NEDs must maintain the highest standards of confidentiality and not disclose
to any person or company (whether during the course of the appointment or at
any time after its termination) any confidential information concerning the
Company and any Group Companies with which they come into contact by virtue of
position as a NED.
At times, NEDs may be privy to unpublished price sensitive information
concerning the Company or its subsidiaries. NEDs undertake not to disclose
such information to any third party without prior permission of the Company.
Further, the Company expects NEDs to adhere to the provisions of Insider
Regulations and applicable laws while NEDs are in possession of any
unpublished price sensitive information. Any enquiries NEDs may receive from
any stakeholders, analysts and media may be directed to the Company for
necessary action.
On expiry of their term of appointment, the Company expects NEDs to return to
the Company all books, documents, papers and other property of or relating to
the business of the Company which is in their possession, custody or power by
virtue of their position as NEDs.
Meetings
The Board will meet annually and more frequently as necessary to review and
consider the composition and competencies of the Board in accordance with this
policy.
Outside interests
It is understood that NEDs have business interests other than those of the
Company. However, it is expected that NEDs will not hold or accept any
appointments, or have or acquire any interests, which might involve a direct
or indirect conflict of interest between the Company and any of those other
appointments or interests which NEDs have. NEDs will be required to confirm
that they have disclosed all such appointments and interests to the Company
prior to acceptance of their appointment as a NED.
If in future a NED anticipates that any such conflict of interest might arise,
the NED will be required immediately to disclose this to the Board, which may
require such further information as is reasonable. If any such conflict does
in fact arise, the NED must immediately disclose this to the Board and abide
by any decisions taken by the Board in this respect. During the term of their
appointment, NEDs will comply with any Company codes of conduct or policies
relevant to the NEDs' positions as directors.
General
NEDs will agree that the terms of appointment shall be governed by and
interpreted in accordance with:
● law and agree to submit to the exclusive jurisdiction of the courts of;
● but acknowledge that this agreement may be enforced by the Company in any
court of competent jurisdiction.
In the event that NEDs need to disclose information to the Board, to seek
clarification of any aspect of their responsibilities as directors or to seek
prior authorisation of expenses for which NEDs will claim reimbursement, NEDs
should notify the Company Secretary at the Company's registered address.
In the event that NEDs consider it necessary in the course of their duties as
directors of the Company to seek independent legal advice, NEDs should consult
with the Company Secretary before incurring any liability. Any such
independent legal advice obtained by the NED following this consultation will
be provided at the Company's expense.
Warranties and indemnities
The Company will warrant to each NED that:
· all filings, notifications and returns required by law and the
requirements of any regulatory authority have been made; and
· all necessary resolutions of the Board and formalities required
by law or any regulatory authority for the NED's appointment as a director and
the entry of the Company into this letter of appointment have been passed or
otherwise complied with.
The Company will undertake to each NED that:
· the appropriate filings and notifications in connection with
their appointment will be made within the relevant time limits; and
· the Company will (so far as it lawfully may do so) indemnify the
NED in respect of liabilities incurred by them in the exercise of or in
connection with their appointment and, to the extent that the Company
maintains in force a directors' and officers' insurance policy from time to
time, ensure that the NED will be covered by such policy.
Review of this policy
The Committee will review this policy as required, and at least annually, to
ensure it remains consistent with the Board's objectives and responsibilities,
as well as with law and regulation applicable to the Company and (to the
extent that the Company continues to voluntarily adhere to it) the UK
Corporate Governance Code.
Annex A. INDEPENDENCE CRITERIA TEST
Person:
Date:
The criteria for assessing independence of a Director are the following:
1. For a period of five (5) financial years preceding his or her
appointment, an Independent Director may not have held office or served as
Chief Executive Officer, manager or executive of the Company or an
associated/affiliated company, or an employee of the Company or a member of
the Company's group. - Answer:
2. An Independent Director may not have sat on the board of directors
of the Company in any capacity for more than nine (9) years from the date of
their first appointment. - Answer:
3. An Independent Director will not receive, and has not received,
significant additional remuneration from the Company or an
associated/affiliated company apart from the fee they receive as a
non-executive director of the Company. Such additional remuneration covers in
particular any participation in a share option or any other
performance-related pay scheme; it does not cover the receipt of fixed amounts
of compensation under a retirement plan (including deferred compensation) for
prior service with the Company (provided that such compensation is not
contingent in any way on continued service). - Answer:
4. Neither an Independent Director, nor his or her spouse, or the
person, with whom he or she lives under a common law marriage, or an immediate
family member or a relative of up to two removes, may exercise control within
the meaning of article 1(1) of Council Directive 83/349/EEC over the Company.
If these persons do not exercise control over the Company within the meaning
of article 1(1) of Council Directive 83/349/EEC, the rights in the Company
when added to those held by the companies controlled by the Independent
Director may not trigger control of the Company within the meaning of article
1(1) of Council Directive 83/349/EEC; lastly, the transfer deeds for these
shares or the exercise of the rights attached to them may not be subject to
any contractual agreements or unilateral commitments to which the Independent
Director has subscribed. - Answer:
5. An Independent Director may not be a [managing director or
otherwise a director of another company in which the Company directly or
indirectly holds a position as director, or in which an executive or managing
director of the Company is a director, or otherwise hold cross-directorships
or have significant links with other directors of the Company through
involvement in other companies or bodies. - Answer:
6. An Independent Director is not or may not represent in any way the
controlling shareholder(s) or one directly or indirectly controlling, via
company he controls, more than 10% of the share capital of the Company. -
Answer:
7. An Independent Director may not have, and may not have had within
the last three (3) financial years, a material business relationship with the
Company or an associated/affiliated company, either directly or as a partner,
shareholder, director or senior employee of a body having such a relationship.
Business relationships include the situation of a significant supplier of
goods or services (including financial, legal, advisory or consulting
services), of a significant customer, and of organizations that receive
significant contributions from the Company or its group. - Answer:
8. An Independent Director is not, or has not been within the last
three (3) financial years, partner or employee of the present or former
external auditor of the Company or an associated/affiliated company. - Answer:
9. An Independent Director is independent if he or she has no relations of
any kind whatsoever with the Company, a company affiliated to the Company, the
management of the Company or any advisers to the Company, which might
compromise the exercise of his or her freedom of judgment. He or she may not
maintain any relations with any other company which might call into question
his or her independence. - Answer:
Notwithstanding the answers given by the Director to the criteria above, the
board of directors of the Company retains the right to determine, in its
absolute discretion, whether, in any given financial year, the Director is
independent for the purposes of this test.
The Independent Director undertakes:
1. To inform the Board as soon as possible if there is any change in his
or her circumstances as set out above.
2. To maintain in all circumstances his or her independence of analysis,
decision and action.
3. Not to seek or accept any unreasonable advantages that could be
considered as compromising his or her independence.
4. To clearly express his or her opposition in the event that he or she
finds that a decision of the board of directors may harm the Company. When the
board of directors has made decisions about which a director has serious
reservations, he or she should draw all the appropriate consequences from
this.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END NOGVDLBBEFLLFBX
Copyright 2019 Regulatory News Service, all rights reservedRecent news on MHP SE
See all newsREG - MHP SE - Notification about GDRs Purchase by PDMR of MHP
AnnouncementREG - MHP SE - Convening Notice of Extraordinary General Meeting
AnnouncementREG - MHP SE - Financial Results for the Q2 and 6M 2025
AnnouncementREG - MHP SE - MHP Closes Acquisition of 92% Stake in Grupo UVESA
AnnouncementREG - MHP SE - MHP SE Results of AGM 2025
Announcement