REG - MHP SE - EGM- Convening Notice

MHP SEAnnouncement

07/02/2024 12:45

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RNS Number : 3738C  MHP SE  07 February 2024

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, Agia Triada, 3035
Limassol, Cyprus at 12:00 pm local time, on 11 March 2024 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………………………………………………………………………
9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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" or "N&R 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 28 December 2021.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 and Non-Executive Member of the
 Administrative Organ)
 Christakis Taoushanis (Non-Executive Member of the Administrative Organ)
 Philip J Wilkinson OBE (Non-Executive Member of the Administrative Organ)
 Oscar Chemerinski (Non-Executive Member of the Administrative Organ)

7 February 2024

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 11  March 2024 at 12:00 pm 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 ("the Admin. Organ") is seeking the
approval of the Shareholders to consider and vote upon the remuneration of the
Non-Executive Members of the Admin. Organ applicable as from 1 January 2024.

 

The Resolutions set out in the Notice of the EGM will be proposed as 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:

 

According to the Remuneration Policy of the Company, available at
ba77cbb2998971.pdf (mhp.com.ua)
(https://api.next.mhp.com.ua/images/72d18/512bd/ba77cbb2998971.pdf) , each of
the Non-Executive Members of the Admin. Organ shall be paid a basic fee for
his services as a Non-Executive Member of the Admin. Organ ("the Basic Fee"),
which shall be determined by the Admin. Organ, taking into account the role,
the responsibilities and the expected time commitment of each Non-Executive
Member of the Admin. Organ.

 

According to the Remuneration Policy of the Company, each of the Non-Executive
Members of the Admin. Organ shall be paid an additional fee for his services
as a Member or as a Chairman of any Committee of the Admin. Organ ("the
Additional Fee"), which shall be determined by the Nominations and
Remuneration Committee ("the N&R Committee") as advised by the Chairman of
the N&R Committee, as a percentage of the Basic Fee.

 

The Member of the Admin. Organ serving as Senior Independent Director shall
continue to be paid an Additional Fee for his services as Senior Independent
Director, which shall be determined by the N&R Committee and approved by
the Admin. Organ.

 

The Executive Members of the Admin. Organ of the Company, taking into
consideration the cumulative rate of inflation since the year 2018, when the
registered office of the Company was transferred from the Grand Duchy of
Luxembourg to the Republic of Cyprus, suggested  to the N&R Committee to
consider recommending to the Admin. Organ to approve an increase of 5% to the
Basic Fee payable to each of the Non-Executive Members of the Admin. Organ
("the Executive Members Suggestion" and "the Basic Fee Increase",
respectively).

 

 

The N&R Committee at a meeting held on 6 February 2024 ("the N&R
Committee Meeting"), taking into consideration the Executive Members
Suggestion, recommended to the Admin. Organ to approve the Basic Fee Increase,
which is substantially less than the cumulative rate of inflation since the
year 2018 following the transfer of the registered office of the Company from
the Grand Duchy of Luxembourg to the Republic of Cyprus.

 

The N&R Committee at the N&R Committee Meeting determined the
following:

 

(a)        the Additional Fee payable to each of the Non-Executive
Members of the Admin. Organ as from the 1(st) of January 2024, taking into
account the Basic Fee Increase; and

 

(b)        the Additional Fee payable to the Senior Independent
Director as from the 1st of January 2024, taking into account the Basic Fee
Increase.

 

The Admin. Organ at its meeting which took place on 6 February 2024 ("the
Admin. Organ Meeting"), approved the Basic Fee Increase which was recommended
by the N&R Committee and determined the Basic Fee payable to each of the
Non-Executive Members of the Admin. Organ as from the 1(st) of January 2024
taking into account the Basic Fee Increase.

 

In addition, the Admin. Organ at the Admin. Organ Meeting, approved the
Additional Fee payable to each of the Non-Executive Members of the Admin.
Organ as from the 1(st) of January 2024 and the Additional Fee payable to the
Senior Independent Director as from the 1(st) of January 2024, as each of
these Additional Fees was determined by the N&R Committee at the N&R
Committee Meeting taking into account the Basic Fee Increase.

 

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 resolutions set out in the Notice of the EGM will be proposed as 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 12:00 pm local time, on 9 March 2024, 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 pm local time on 11 March 2024, for the purpose of
considering and, if thought fit, approving the following Resolutions:

 

1.         THAT the remuneration in the total amount of € 127,310.00
(Euro One Hundred Twenty Seven Thousand Three Hundred and Ten), per annum,
before tax, payable monthly in arrears, to Mr. Christakis Taoushanis as from 1
January 2024, comprised of the Basic Fee for his services as a Non-Executive
Member of the Administrative Organ of the Company and the Additional Fee for
his services as Member of the Audit & Risk Committee of the Administrative
Organ of the Company, which was determined by the Administrative Organ of the
Company pursuant to the Remuneration Policy, be and is hereby approved.

 

2.         THAT the remuneration in the total amount of € 301,928.00
(Euro Three Hundred One Thousand Nine Hundred Twenty Eight), per annum, before
tax, payable monthly in arrears, to Mr. Philip J Wilkinson OBE as from 1
January 2024, comprised of the Basic Fee for his services as a Non-Executive
Member of the Administrative Organ of the Company, the Additional Fee for his
services as Chairman of the Nominations and Remuneration Committee of the
Administrative Organ of the Company, the Additional Fee for his services as
Chairman of the International Government Relations and Public Affairs
Committee of the Administrative Organ of the Company and the Additional Fee
for his services as Member of the Audit & Risk Committee of the
Administrative Organ of the Company, which was determined by the
Administrative Organ of the Company pursuant to the Remuneration Policy, be
and is hereby approved.

 

3.         THAT the remuneration in the total amount of € 207,995
(Euro Two Hundred Seven Thousand Nine Hundred Ninety Five), per annum, before
tax, payable monthly in arrears, to Mr. Oscar Chemerinski as from 1 January
2024, comprised of the Basic Fee for his services as a Non-Executive Member of
the Administrative Organ of the Company, the Additional Fee for his services
as Chairman of the Audit & Risk Committee of the Administrative Organ of
the Company and the Additional Fee for his services as Member of the
International Government Relations and Public Affairs Committee of the
Administrative Organ of the Company, which was determined by the
Administrative Organ of the Company pursuant to the Remuneration Policy, be
and is hereby approved.

 

 

 

 

 

 

 

4.         THAT the remuneration in the total amount of € 214,704
(Euro Two Hundred Fourteen Thousand Seven Hundred and Four), per annum, before
tax, payable monthly in arrears, to Mr. John Grant as from 1 January 2024,
comprised of the Basic Fee for his services as a Non-Executive Member of the
Administrative Organ of the Company, the Additional Fee for his services as
Senior Independent Director of the Company, the Additional Fee for his
services as Member of Nominations and Remuneration Committee of the
Administrative Organ of the Company and the Additional Fee for his services as
Member of the Audit & Risk Committee of the Administrative Organ of the
Company, which was determined by the Administrative Organ of the Company
pursuant to the Remuneration Policy, be and is hereby approved.

 

 

The Resolutions set out above will be proposed as Ordinary Resolutions.

 

 

Dated the 7(th) day of February 2024

 

 

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 pm local time, on 9 March 2024, 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.

 

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