THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you have sold or otherwise transferred all of your ordinary shares of € 2.00 each ("Ordinary Shares") in the capital of MHP SE (the "Company"), or Global Depositary Receipts ("GDRs") representing interests in such Ordinary Shares, please forward this document, together with the accompanying Form of Proxy (https://mhp.com.cy/agm-and-egm/egm/), at once to the purchaser or transferee or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
MHP SE
European Public Limited Liability Company (Societas Europaea)
Registered in Cyprus under the Companies Law, Cap. 113
with Registration Number SE 27
Registered office: 16 - 18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus
Notice of Extraordinary General Meeting
("EGM")
This document should be read in conjunction with the accompanying Form of Proxy and Notice of EGM set out at the end of this document.
The Notice convening the EGM of the shareholders of the Company ("Shareholders"), to be held at 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus at 12:00 noon local time, on 7 March 2023 is set out at the end of this document. Shareholders will find attached to this document a Form of Proxy for use at the EGM. To be valid the Form of Proxy should be signed and returned in accordance with the instructions printed on it. The Form of Proxy must be delivered personally or by courier or by post at the registered office of the Company situated at the address set out above or be sent by fax at +357 25 37 30 75, to the attention of Confitrust Limited, Secretary of the Company, or by email at mouaimis@mouaimis.com.cy, not less than 48 hours before the time for holding the EGM. Completion and posting of the Form of Proxy does not prevent a Shareholder from attending and voting in person at the EGM.
Holders of GDRs ("GDR Holders") may vote by completing, signing and returning a Voting Instruction Form, which will be provided to them by the Bank of New York Mellon. The deadline to submit the Voting Instruction Form will be set out in the notice provided by the Bank of New York Mellon. By returning a signed Voting Instruction Form, the GDR Holder is directing the Bank of New York Mellon to vote on the Ordinary Shares underlying his GDRs in accordance with his instructions.
LETTER FROM THE CHIEF EXECUTIVE OFFICER (CEO)
MHP SE
European Public Limited Liability Company (Societas Europaea)
Registered in Cyprus under the Companies Law, Cap. 113
with Registration Number SE 27
Registered Office: 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus
| Members of the Administrative Organ (the Board of Directors) |
| John Clifford Rich (Executive Chairman) |
| Yuriy Kosyuk (CEO and Executive Member of the Administrative Organ) |
| Victoriya B. Kapelushna (CFO and Executive Member of the Administrative Organ) |
| Andriy Bulakh (Executive Member of the Administrative Organ) |
| John Grant (Senior Independent Director) |
| Christakis Taoushanis (Non-Executive Member of the Administrative Organ) |
| Philip J Wilkinson OBE (Non-Executive Member of the Administrative Organ) |
02 February 2023
To Holders of Ordinary Shares and GDR Holders
Dear Shareholders and GDR Holders,
Extraordinary General Meeting
1. Introduction
You are invited to attend the extraordinary general meeting (the "EGM") of the shareholders of MHP SE, a European Public Limited Liability Company (Societas Europaea), registered in Cyprus under the Companies Law, Cap. 113 with registration Number SE 27 and having its registered office address at 16 - 18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus (the "Company"), which will be held on 7 March 2023 at 12:00 noon local time at 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus.
This letter provides details of the business to be transacted at the EGM. The Notice convening the EGM is set out at the end of this document.
Any resolution put to a vote at the EGM shall be decided upon a show of hands unless a poll is validly demanded pursuant to the articles of association of the Company. On a show of hands every Shareholder present in person or being a corporation present by a duly authorised representative is entitled to one vote irrespective of the number of Ordinary Shares held by such Shareholder. On a poll, all holders of Ordinary Shares are entitled to one vote for each Ordinary Share held of record on all matters submitted to a vote of the Shareholders. The Shareholders do not have any special voting rights. A Shareholder entitled to attend and vote at the EGM is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy cannot vote on a show of hands. A proxy need not be a Shareholder of the Company.
To be valid a Form of Proxy, together with a power of attorney or other authority, if any, under which it is executed or a notarially certified copy thereof, must be delivered personally or by courier or by post at the registered office of the Company situated at the address set out above or be sent by fax at +357 25 37 30 75, to the attention of Confitrust Limited, Secretary of the Company, or by email at mouaimis@mouaimis.com.cy, not less than 48 hours before the time for holding the EGM or adjourned EGM (see section 4: "Action Required" below).
GDR Holders may vote by completing, signing and returning a Voting Instruction Form, which will be provided to them by the Bank of New York Mellon. The deadline to submit the Voting Instruction Form will be set out in the notice provided by the Bank of New York Mellon. By returning a signed Voting Instruction Form, the GDR Holder is directing the Bank of New York Mellon to vote on the Ordinary Share(s) underlying his GDRs in accordance with his instructions. Each GDR represents one Ordinary Share.
2. Agenda
The agenda for the EGM is contained in the Notice of EGM which is set out at the end of this document. The Administrative Organ of the Company is seeking approval of Shareholders to consider and vote upon the appointment of Mr. Oscar Chemerinski as an Independent Non-Executive Member of the Administrative Organ of the Company.
The resolution set out in the Notice of the EGM will be proposed as an ordinary resolution, which can be passed by a simple majority of the votes (50 per cent. plus one vote) of the Shareholders entitled to vote and voting in person or by proxy at the EGM.
Explanatory Notes:
Mr. Oscar Chemerinski is a senior level executive with extensive experience in business leadership, management and strategic thinking, having over 25 years of global exposure to the private sector through project finance and advisory services and has worked with non-governmental organizations, civil society organisations, governments, monetary financial institutions and Banks.
Mr. Oscar Chemerinski possesses the professional qualifications and experience required for the position of an Independent Non-Executive Member of the Administrative Organ (the Board of Directors) of the Company.
A copy of the curriculum vitae of Mr. Oscar Chemerinski can be found here: https://mhp.com.cy/agm-and-egm/egm/.
3. General Information
Share capital and voting rights of the Company
The authorised share capital of the Company is Euro Two Hundred Twenty-One Million Five Hundred Forty Thousand (€ 221,540,000) divided into One Hundred Ten Million Seven Hundred Seventy Thousand (110,770,000) Shares of Two Euro (€ 2,00) each.
The issued share capital of the Company is Euro Two Hundred Twenty-One Million Five Hundred Forty Thousand (€ 221,540,000), divided into One Hundred Ten Million Seven Hundred Seventy Thousand (110,770,000) Shares with a par value of Two Euro (€ 2,00) each.
The Company has dematerialised 91,300,484 of its shares into 91,300,484 global depositary receipts ("GDRs").
Each Share entitles the holder thereof to one vote. Holders of GDRs may exercise the voting rights arising under the Shares represented by the GDRs through the Bank of New York Mellon.
Quorum and majority requirements
No business shall be transacted at the EGM unless a quorum of Shareholders is present at the time when the EGM proceeds to business. Two Shareholders present in person or by proxy, together holding not less than 50 per cent in nominal value of the shares giving the right to attend and vote at the EGM, shall be a quorum for all purposes.
A corporation being a Shareholder of the Company shall be deemed to be personally present at the EGM if represented by its representatives duly authorised by resolution of its Directors or other governing body authorizing such person as it thinks fit to act as its representative at the EGM of the Company.
The resolution set out in the Notice of the EGM will be proposed as an ordinary resolution, which can be passed by a simple majority of the votes (50 per cent. plus one vote) of the Shareholders entitled to vote and voting in person or by proxy at the EGM.
4. Action Required
You will find attached to this document a reply-paid Form of Proxy for use by Shareholders at the EGM. Whether or not you intend to be present at the EGM, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon. To be valid, completed Forms of Proxy must be delivered personally or by courier or by post at the registered office of the Company situated at the address set out above or be sent by fax at +357 25 37 30 75, to the attention of Confitrust Limited, Secretary of the Company, or by email at mouaimis@mouaimis.com.cy, as soon as possible and in any event not later than 12:00 noon local time, on 5 March 2023, being not less than 48 hours before the time appointed for holding the EGM. Completion of the Form of Proxy will not preclude you from attending the EGM and voting in person if you so choose.
GDR Holders may vote by completing, signing and returning a Voting Instruction Form, which will be provided to them by the Bank of New York Mellon. The deadline to submit the Voting Instruction Form will be set out in the notice provided by the Bank of New York Mellon. By returning a signed Voting Instruction Form, the GDR Holder is directing the Bank of New York Mellon to vote on the Ordinary Shares underlying his GDRs in accordance with his instructions.
GDR holders who wish to vote via the electronic system can give voting instructions to the chairman of the EGM via the electronic system the operator of a securities settlement system or with a professional depository or sub-depository designated by such depository. In such case, the operator of a securities settlement system or a professional depository or sub-depository designated by such depository must, prior to the EGM provide (i) a spreadsheet of the voting instructions in relation to the votes cast for, against and abstain in relation to each resolution of the agenda including a proxy to the chairman of the EGM to be returned to the Company prior to the date of the EGM and (ii) a certificate certifying the number of shares or GDRs recorded in their account on the Record Date.
Shareholders and GDR holders may address all queries with respect to the EGM by fax at +357 25 37 30 75, to the attention of Confitrust Limited, Secretary of the Company, or by email at mouaimis@mouaimis.com.cy or to the following address:
MHP SE
c/o Confitrust Limited
16-18 Zinas Kanther Street
Agia Triada, 3035 Limassol
Cyprus
On all related correspondence, kindly indicate the following notice:
"Extraordinary General Meeting of shareholders MHP SE"
5. Recommendation
The Members of the Administrative Organ believe that the resolutions are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. Accordingly, the Members of the Administrative Organ recommend that you vote in favour of the resolutions to be proposed at the EGM.
Yours faithfully,
___________
Yuriy Kosyuk
CEO, executive Member of the Administrative Organ
MHP SE
European Public Limited Liability Company (Societas Europaea)
Registered in Cyprus under the Companies Law, Cap. 113
with Registration Number SE 27
Registered Office: 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of MHP SE (the "Company") will be held at 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus, at 12:00 noon local time on 7 March 2023, for the purpose of considering and, if thought fit, approving the following Resolution:
1. To appoint Mr. Oscar Chemerinski as an additional Independent Non- Executive Member of the Administrative Organ of the Company from the date of the Extraordinary General Meeting until the Annual General Meeting of the Company to be held in the year 2023.
The resolutions set out above will be proposed as ordinary resolutions.
Dated the 2nd day of February 2023
By order of the Administrative Organ
Confitrust Limited
Company Secretary
Registered Office
16-18 Zinas Kanther Street,
Agia Triada, 3035 Limassol
Cyprus
Notes:
1. A member entitled to attend and vote at the EGM is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing. The proxy need not be a member of the Company. A Form of Proxy is attached to this Notice of EGM for use at the EGM.
2. To be valid a Form of Proxy, together with a power of attorney or other authority, if any, under which it is executed or a notarially certified copy thereof, must be delivered personally or by courier or by post at the registered office of the Company situated at the address set out above or be sent by fax at +357 25 37 30 75, to the attention of Confitrust Limited, Secretary of the Company, or by email at mouaimis@mouaimis.com.cy, as soon as possible and in any event not later than 12:00 noon local time, on 5 March 2023, being not less than 48 hours before the time appointed for holding the EGM or adjourned EGM.
3. In the case of joint holders of Ordinary Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
4. In the case of a corporation, the Form of Proxy must be executed under its common seal or signed on its behalf by a duly authorised attorney or duly authorised officer of the corporation.
5. GDR Holders may vote by completing, signing and returning a Voting Instruction Form, which will be provided to them by the Bank of New York Mellon. The deadline to submit the Voting Instruction Form will be set out in the notice provided by the Bank of New York Mellon. By returning a signed Voting Instruction Form, the GDR Holder is directing the Bank of New York Mellon to vote on the Ordinary Shares underlying his GDRs in accordance with his instructions.
MHP SE
Extraordinary General Meeting
I/We, ………………………………................................................ of .............................................. being a Member of the above-named Company, hereby appoint ........................................................................... of ..............................................................., or failing him/her .................................................................., of ................................................................, as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company, to be held on the 7th day of March 2023 and at any adjournment thereof.
|
| ORDINARY RESOLUTIONS | NUMBER OF VOTES | ||
| FOR | AGAINST | ABSTAINED | ||
| 1 | To appoint Mr. Oskar Chemerinski as an additional Independent Non-Executive Member of the Administrative Organ of the Company from the date of the Extraordinary General Meeting until the Annual General Meeting of the Company to be held in the year 2023. |
|
|
|
Signed this ………..... day of……………………….., 2023.
(Sgnd)
(Name of the Member)
Notes:
1. A member entitled to attend and vote at the EGM is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing. The proxy need not be a member of the Company.
2. To be valid a Form of Proxy, together with a power of attorney or other authority, if any, under which it is executed or a notarially certified copy thereof, must be delivered personally or by courier or by post at the registered office of the Company situated at 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus or be sent by fax at +357 25 37 30 75, to the attention of Confitrust Limited, Secretary of the Company, or by email at mouaimis@mouaimis.com.cy, as soon as possible and in any event not later than 12:00 noon local time, on 5 March 2023, being not less than 48 hours before the time appointed for holding the EGM or adjourned EGM.
3. In the case of joint holders of Ordinary Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
4. In the case of a corporation, the Form of Proxy must be executed under its common seal or signed on its behalf by a duly authorised attorney or duly authorised officer of the corporation.
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