General Meeting of Shareholders
General Meeting of Shareholders is the highest governing body of the company.
The company shall in each year hold a general meeting and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next.
Extraordinary general meetings shall be convened by the Board of Directors or as provided by section 126 of the Companies Law.
The authority of the General Meeting is defined by the Articles of Association of the company. The procedure of conducting the General Meeting of Shareholders and its authority is set out in the Memorandum and Articles of Association of ASTARTA HOLDING PLC.
ANNUAL GENERAL MEETING OF SHAREHOLDERS ASTARTA HOLDING N.V.
On Thursday, 16 June 2022, the Annual General Meeting of Shareholders (the Meeting) of ASTARTA Holding N.V. (the Company) will be held.
The Meeting will be held in Amsterdam at J.J. Viottastraat 52, 1071 JT Amsterdam, the Netherlands.
The Meeting will commence at 14:00 P.M. Amsterdam time; persons attending can register from 13:30 P.M. Amsterdam time.
Opening of the General Meeting.
Discussion of the Management Report 2021.
Advisory vote to approve the Remuneration Report 2021, a copy of which is attached as Exhibit 1 to the Shareholders Circular for the Meeting (the Shareholders Circular), a copy of which is being made available to shareholders together with this Convocation Notice.*
Adoption of the annual accounts for the financial year 2021.*
Approval of the language to be used for preparation of the management report and annual accounts for financial year 2022.*
Granting discharge to the Directors for their tasks during the financial year 2021.*
Granting full and final discharge to Marc M.L.J. van Campen for his services as director of the Company.*
Adoption of the profit appropriation for the financial year 2021*
Appointment of person that will be temporarily charged with the management of the Company when all Directors are absent or unable to act (“ontstentenis of belet”).*
Appointment of the Company’s external auditor for the financial year 2022.*
Reappointment of (i) Executive Director A, CEO, member of the Board of Directors, (ii) Executive Director A, CFO, member of the Board of Directors, (iii) Executive Director B, Chief Compliance Officer, member of the Board of Directors, who will resign and be replaced by Savvas Perikleous as of the effective time of the conversion and (iv) Non-Executive Director C, Chairman of the Board of Directors.*
Adoption of amendments to Annex 6.2. (resignation schedule for members of the Board of Directors of the Company) of the rules of the Board of Directors as more fully specified in Exhibit 2 to this Circular. *
Approval of the conversion proposal and granting consent to the Conversion as a whole, including (i) the amendment and restatement of the articles of association of the Company as set forth in the conversion proposal and (ii) the election of Savvas Perikleous as a director of the Company to replace Marc M.L.J. van Campen, effective as of the time of conversion, as more fully specified in Exhibits 3 and 4 to this Circular.*
Authorization of the Board of Directors to have the Company repurchase shares in its own capital and determining the terms for, and conditions of, such a repurchase.*
Delegation to the Board of Directors of the authority to issue shares, grant options to acquire shares and cancel or limit pre-emptive rights.*
Discussion of the Company’s observance of the Dutch Corporate Governance Code.
Discussion of the Company’s dividend policy.
Any other business.
The Agenda items marked * are for voting. All other Agenda items are discussion items.
The Agenda, the Shareholders Circular, the 2021 Management Report, the explanatory notes to the annual accounts 2021, as well as all (draft) documents submitted to the Meeting for approval, ratification and/or adoption and draft resolutions to be taken are available for inspection at the office of the Company at Jan van Goyenkade 8, 1075 HP Amsterdam, the Netherlands, and copies are available free of charge from the Company by request between 9:00 A.M. to 5:00 P.M. Amsterdam time on working days at telephone number +31 20 6731090 and are also available on the Company’s website, www.astartaholding.com.
All beneficial owners of the Company’s shares outstanding at the close of business in the Netherlands on 19 May 2022 (the Record Date), being the 28th day prior to the day of the Meeting, wishing to participate in the Meeting should request their custodian banks or investment firms operating their investment accounts on which their shares are registered to issue a registered depository certificate evidencing their beneficial ownership of the Company’s shares on the Record Date.
Registration for the Meeting
The Meeting will be open to those who prior to 14 June 2022 have given notice to the Company of their intention to attend the Meeting, together with proof of their beneficial ownership of shares on the Record Date.
Notice may be sent by:
(i) email to the following address: email@example.com, which is received by no later than 17:00 P.M. CET on 14 June 2022; or
(ii) written notice to the Company at its address at Jan van Goyenkade 8, 1075 HP Amsterdam, the Netherlands, or at the office of LLC Firm “Astarta-Kyiv” in Ukraine at Astarta Business Center, 9th floor, 58 Yaroslavskaya Street, 04071, Kyiv, Ukraine, in each case received by no later than 17:00 P.M. CET on 14 June 2022.
Measures to prevent COVID-19 infection at the Meeting
Out of concern for the health of shareholders who will attend the Meeting during the Coronavirus crisis (COVID-19), we would like to inform shareholders that they may authorize Marc van Campen, a Director of the Company, to attend and vote at the Meeting on their behalf. Procedures for appointment of Mr. van Campen as proxy are being made available to shareholders together with this Convocation.
For those who will attend the Meeting in person, the Company will comply with the measures required by Dutch law. In the course of the whole Meeting the social distancing rules (minimum 1.5 meters distance) must be observed. Not more than 99 persons will be permitted to attend the Meeting in person. Where the number of attendees makes it impossible to observe proper social distancing rules in the Meeting Room, arrangements will be made for attendees to dial into the Meeting Room by online conference from their mobile phones. Other measures may be adopted at the Meeting as appropriate to comply with applicable Dutch legal provisions.
IMPORTANT INFORMATION: The Dutch government has adopted emergency legislation which would allow the Meeting to be held without any persons being physically present in the Netherlands. The Company reserves the right, by a subsequent notice to shareholders, to alter the procedures for the Meeting to conform to the requirements of such legislation, if such legislation is still in force at the date of the Meeting.
Voting by Proxy
Shareholders as of the Record Date can authorize third parties to cast their vote at the Meeting. The relevant power of attorney must be laid down in writing. Each shareholder may also appoint Marc van Campen, a Director of the Company, to represent such shareholder and vote his/her shares at the Meeting by sending a document of a power of attorney together with proof of ownership of the relevant shares on the Record Date to the Company’s offices.
In all cases, the original power of attorney granted to the Director designated by the Company together with proof of ownership of the relevant shares on the Record Date, should be delivered to the Company or to LLC Firm “Astarta-Kyiv” at the addresses indicated above on or before 17:00 P.M. CET on 14 June 2022, under the pain of their rejection.
A form of power of attorney to Mr. van Campen is available on the Company’s website: www.astartakiev.com.
Shareholders who have granted a proxy may also vote in person at the Meeting if they wish, by attending the Meeting in person. If a shareholder attends the Meeting in person, the proxy granted by that shareholder will automatically be deemed to be revoked unless the shareholder informs the Company otherwise at the Meeting.
Persons/entities, wanting to attend the Meeting, are requested to show proof of identity prior to admission to the Meeting. We therefore request those persons/entities to bring valid identification (including (a chain of) powers of attorney, excerpt from the respective trade register and ID documents of individuals representing a holder of shares).
All the above-mentioned documents should be presented in original or as a copy certified by a notary public or legal adviser/attorney at law.
Registration of Admittance
Registration of admittance will take place from 13:30 P.M. to 14:00 P.M. Amsterdam time, before commencement of the Meeting. It will not be possible to register after that time.
Outstanding shares and voting rights
On the date hereof, 25,000,000 shares are outstanding in the Company’s capital, resulting in a total of 25,000,000 votes to be cast.
Signed: Tetiana Gromova – Corporate secretary.
By order of the Board of Directors
08 April 2022
The following documents prepared for the purpose of the General Meeting of Shareholders can be downloaded from the Company’s website www.astartaholding.com:
a) the General Meeting agenda;
b) the Company’s Management Report containing the report of the Board of Directors, the annual accounts for the financial year 2021 and auditor’s report;
c) Remuneration Report 2021 (also attached as Exhibit 1 to the Shareholders Circular);
d) the Shareholders Circular;
e) a description of the proxy voting procedure at the General Meeting through a Director, the form of a power of attorney to such Director together with draft voting instructions, including:
Additionally, hard copies of the above-mentioned documents will be available to persons entitled to participate in the Meeting for review at the Company’s offices in the Netherlands in Amsterdam at Jan van Goyenkade 8, 1075 HP from the date hereof until the date of the General Meeting of Shareholders.
The draft resolutions to be voted at the General Meeting of Shareholders were published on 08 April 2022 (Current report No. 11/2022).
Current report No. 10/2022 dated 08 April 2022 re the General Meeting of Shareholders.
ANNUAL GENERAL MEETING OF SHAREHOLDERS ASTARTA HOLDING N.V. HELD ON THURSDAY, 16 JUNE 2022
Shareholders holding at least 5% of the voting rights at the General Meeting of Shareholders of ASTARTA Holding N.V. (Current report No13/2022)
Resolutions adopted at the General Meeting of Shareholders of ASTARTA Holding N.V. (Current report No14/2022)