REG - MHP SE - Notice of Extraordinary General Meeting
05/11/2024 11:45
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RNS Number : 0213L MHP SE 05 November 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 10:00 am local time, on 10 December 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………………………………………………………………………
8
New Remuneration
Policy……………………………………………………………………………………………
10
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.
"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 Remunaration Policy (as definend above), which has been prepared
and approved by the Nominations and Remuneration Committee of the
Administrative Organ of the Company on 4 November 2024 and is subject to the
approval of the Shareholders at this EGM.
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)
Viktoriia Kapeliushna (CFO and Executive Member of the Administrative Organ)
Andriy Bulakh (Executive Member of the Administrative Organ)
Christakis Taoushanis (Senior Independent Director and Independent
Non-Executive Member of the Administrative Organ)
Philip J Wilkinson OBE (Independent Non-Executive Member of the Administrative
Organ)
Oscar Chemerinski (Independent Non-Executive Member of the Administrative
Organ)
5 November 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 10 December 2024 at 10:00 am 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.
The 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 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 4 November 2024, replacing the Remuneration Policy which has been
approved by the Shareholders of the Company at the extraordinary general
meeting which was held on 28 December 2021 (the "New Remuneration Policy").
The Resolution set out in the Notice of the EGM will be proposed as 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:
Copies of the following documents are available at the website of the Company
at http:// (http://www.mhp.com.ua) www.mhp.com.ua (http://www.mhp.com.ua)
(Investor Relations sections, Regulatory documents):
(1) Remuneration Policy
(https://api.next.mhp.com.ua/images/20ad4/3d944/12c151bda9d3ca1.pdf
(https://api.next.mhp.com.ua/images/20ad4/3d944/12c151bda9d3ca1.pdf) ); and
(2) New Remuneration Policy
(https://api.next.mhp.com.ua/images/512bd/d0665/fcd080b063b1.pdf
(https://api.next.mhp.com.ua/images/512bd/d0665/fcd080b063b1.pdf) ).
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 4 November 2024 the New Remuneration Policy which will replace
the Remuneration Policy and which is subject to the approval of the
Shareholders at this EGM.
A copy of the New Remuneration Policy is 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 will be proposed as 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 10:00 am local time, on 8 December 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 resolution is 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 resolution 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 10:00 am local time on 10 December 2024, for the purpose
of considering and, if thought fit, approving the following Resolution:
1. To approve 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 4 November 2024, replacing the
Remuneration Policy which has been approved by the Shareholders of the Company
at the extraordinary general meeting which was held on 28 December 2021.
The Resolution set out above will be proposed as Ordinary Resolution.
Dated the 5(th) day of November 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
10:00 am local time, on 8 December 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.
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
being members of the Company's Board of 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.
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
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
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
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.
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 bonus scheme rewards Executive Directors for performance in the relevant Annual bonuses for the Executive Directors are determined by the Committee The maximum annual bonus opportunity for Executive Chaiman and Executive The performance is assessed by achievement of OKRs, which are linked to
year against targets and objectives linked to the delivery of the Company's 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.
strategy. the Objectives and Key Results (OKRs) and is paid after the publication of the
annual audited financial statement. The Committee has discretion to cancel or The maximum annual bonus opportunity for Chief Executive Officer is up to 200%
reduce any annual bonus before the payment date (see recovery provisions of annual base salary. Discretion to award a higher bonus in exceptional
detailed below). circumstances, when OKRs and EBITDA are substantially over achieved.
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.
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.
within a market competitive range that reflect the responsibilities of a
Non-Executive Director (NED) and the expected time commitment. The performance of Non-Executive Directors is reviewed annually in a one to
one in person meeting with the Executive Chairman.
Additional fees and benefits Additional fees within a market competitive range to reflect additional The Additional fees and benefits of the Non-Executive Directors are determined Fees for chairing or membership of board committees are reviewed periodically
responsibilities. by the Board. by the Board to reflect the responsibilities and expected time commitment.
Chair fees are up to 35% of Basic fees of NEDs, and membership fees are up to
To provide benefits where appropriate which are relevant to the requirements 20%, of Basic fees of NEDs.
of the role.
Additional fees are paid to Non-Executive Directors for participation in the
Audit & Risk Committee, the Nominations & Remuneration Committee and
the IGR&PA Committee, and for the role of Senior Independent Director, and
are determined as a fixed percentage of the Basic fee.
Non-Executive Directors may be reimbursed for reasonable business-related
expenses including travel and travel insurance [as may be approved by the
Board].
Non-Executive Directors are not eligible for any bonus or long-term incentive
scheme.
Non-Executive Directors are not entitled to compensation on termination of
their appointment.
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