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.
The Annual General Meeting of ASTARTA HOLDING PLC
The Annual General Meeting (the “Meeting”) of the Members of the Company will be held at the Company’s registered office at 1, Lampousas street, 1095, Nicosia, Cyprus, on 24th May 2023 at 15:00 local time, through electronic means, with the following agenda:
- Presentation and review of the Annual Financial Report for the year 2022 which includes the Audited Consolidated Financial Statements of the Group of the Company for the financial year ended 31 December 2022 and the Audited Financial Statements of the Company for the financial year ended 31 December 2022, the Corporate Governance Report, and the Independent Auditors’ Report and the Management Report of the Company’s Board of Directors upon those financial statements (The ‘Annual Report 2022’).
- Advisory vote in relation to the Annual Remuneration Report 2022.
- Approval of the language to be used for the preparation of the Management Report and Annual Financial Report for the financial year 2023 and proposal that the same be prepared in the English language.
- Adoption of the profit appropriation for the financial year 2022 and consideration, and if thought fit, approval of the distribution of dividends to the Members in the aggregate amount of EUR 12,500,000.00 based on EUR 0.50 per share, out of the profits of the Company for the financial year 2022, as per the proposal of the Board of Directors at the meeting on 19 April 2023, and entrusting and authorising the Board of Directors to define and determine the record date and the payment date for the payment of dividends.
- Authorizing and instructing the Board of Directors to enter into negotiations with Ernst & Young, KPMG, Deloitte & Touche, PricewaterhouseCoopers and Baker Tilly and depending of results of such negotiations to appoint one of these firms as the Company’s external auditor on the proposal of the Audit Committee and with the affirmative votes of all Non-Executive Directors and to enter into an engagement with the appointed auditor to render audit services for the financial year 2023.
- Discussion and approval of the Company’s Dividend Policy, which has been restated following the transfer of the Company’s seat from the Netherlands to Cyprus and which has been approved by the Board of Directors at the meeting held on 19 April 2023.
- Approval of the Explanatory Guidance Note of the General Meeting, which has been restated following the transfer of the Company’s seat from the Netherlands to Cyprus and which has been approved by the Board of Directors at the meeting held on 19 April 2023.
- Approval of the Explanatory Guidance Note of the Board of Directors, which has been restated following the transfer of the Company’s seat from the Netherlands to Cyprus and which has been approved by the Board of Directors at the meeting held on 19 April 2023.
- Approval of the Remuneration Policy, which has been restated following the transfer of the Company’s seat from the Netherlands to Cyprus and which has been approved by the Board of Directors at the meeting held on 19 April 2023.
- Any other matter, that may, according to the Company’s Articles of Association, be discussed at the Annual General Meeting.
Voting at the General Meeting of Shareholders will be performed through proxies only. For verification purposes those shareholders who wish to participate in the General Meeting of Shareholders through electronic means shall send an email to firstname.lastname@example.org and email@example.com
Dated: 27th April, 2023
Xanthi Panagi Tsangari
For and on behalf of INTER JURA CY (SERVICES) LIMITED
Notes to the Notice of the Annual General Meeting
ENTITLEMENT TO PARTICIPATE IN THE MEETING
(1) Any person appearing as a member in the register of members of the Company provided by the Polish Central Depositary on the record date (a “Member”) is entitled to attend the Meeting. The record date for determining the right to attend the Meeting is 19 May 2023.
(2) No Member shall be entitled to vote at the Meeting unless all calls or other sums presently payable by him/her in respect of shares he/she holds in the Company have been paid.
VOTING BY PROXY
(3) A Member of the Company entitled to attend at the Meeting is entitled to appoint one or more proxies to attend, speak, ask questions and, where applicable, vote in the Member’s place. Such proxy need not be a Member of the Company.
(4) A Member may also appoint as his/her/their proxy the Chairman of the Annual General Meeting and in such case the Member should complete and sign the form of proxy indicating his/her/their choices. In such a case, the Chairman will vote at the poll in accordance with the Member’s wishes. If, on the other hand, the Member completes and signs the form of proxy and appoints as his/her proxy the Chairman of the Annual General Meeting but leaves blank in whole or in part the form of proxy in relation to the choices provided, the Chairman may vote on behalf of the Member as the Chairman wishes.
(5) Joint holders may elect one of the joint holders to represent them and to vote whether in person or by proxy in their name. In default of such election, the vote of the senior of such joint holders who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of Members.
(6) A Member wishing to appoint more than one proxy must do so by a single instrument and the presence at the Meeting of the person mentioned first on the instrument, appointing a proxy, shall preclude any other person, mentioned therein, from attending and so on.
(7) The instrument for appointing a proxy (Form of Proxy) is available on the Company’s website (astartaholding.com).
(8) The instrument, appointing a proxy, must be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal, or under the hand of an officer or attorney, duly authorised.
(9) The signed instrument(s) (together with the power of attorney or other authority (if any) under which they are signed, or a notarial certified copy of such power of authority) must be at least 48 hours before the time of the Meeting:
• deposited at the registered office of Company (1 Lampousas street, P.C. 1095, Nicosia, Cyprus); or
• sent by facsimile to +357 22 779939; or
• or sent electronically via email to firstname.lastname@example.org AND email@example.com.
(10) The proxy can be an individual or a legal person. A legal person, appointed as proxy, shall, by resolution of its board of directors or other governing body, authorise such natural person(s) as it thinks fit to act as its representative at the Meeting. Such natural persons are required to carry with them a certified copy of the resolution pursuant to which they derive their authority.
(11) Members and/or their proxies, who will attend the Meeting, are requested to carry with them their identity card or other proof of identification.
(12) Submission of an instrument, appointing a proxy, does not preclude a Member from attending and voting at the Meeting in person if he/she so wishes, in place of the proxy or proxies that he/she has appointed via instrument.
(13) Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise any person, natural or legal, to act as its representative at the Meeting and the person so authorised is entitled to exercise the same powers on behalf of such corporation as that corporation could exercise if it were an individual Member of the Company. If the representative is itself a legal person, it shall, by resolution of its directors or other governing body, authorise such natural person as it thinks fit to act as its representative at the Meeting. Such individuals are required to carry with them a certified copy of the resolution from which they derive their authority.
(14) Resolutions put to the vote at the Meeting shall be decided by poll.
(15) Every poll shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll has taken place.
(16) A poll on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a poll is to take place may be proceeded with, pending the taking of the poll.
(17) On a poll every Member present in person or by proxy has one vote for each share of which such Member is the holder or he represents. On a poll, a Member entitled to more than one vote need not use all of his/her votes or cast all the votes he/she uses in the same way.
(18) An ordinary resolution is passed by a simple majority of the votes cast by Members entitled to vote at the Meeting who participate in person or by proxy by correspondence vote.
(19) The Chairman of the Meeting does not have a second or casting vote.
STATUTORY RIGHTS OF MEMBERS
(20) Pursuant to section 127B of the Companies Law, Cap. 113, as amended (the “Companies Law”), Member(s), holding at least 5 per cent of the Company’s issued share capital representing at least 5 per cent of the Company’s voting rights, have the right (i) to add an item to the agenda of a general meeting, provided that such item is accompanied either by a statement justifying its inclusion to the agenda or by a proposed resolution to be put to the vote at the meeting, and (ii) to table a proposed resolution for inclusion to the agenda of the meeting.
(21) The request to add an item on the agenda or table a proposed resolution as described above must be received by the Company at least 42 days prior to the Meeting:
• in hard copy at the registered address of the Company at: ASTARTA HOLDING PLC, 1 Lampousas Street, 1095 Nicosia, Cyprus at the attention of the Secretary of the Company; or
• or electronically via email to firstname.lastname@example.org AND email@example.com.
(22) In the event of receipt of any such request, the Company shall revise the proposed agenda of the Meeting accordingly and make the revised agenda available on its website at astartaholding.com.
(23) Pursuant to section 128C of the Companies Law, Members have the right to ask questions relating to items on the agenda and to have such questions answered by the Company, subject to any reasonable measures the Company may take to confirm the identity of the Member concerned. An answer does not have to be given in any of the following circumstances: (a) if it would unduly interfere with preparation for the meeting or confidentiality or business interests of the Company, or (b) if an answer has already been given on the Company’s website in the form of “Questions and Answers” or (c) if the chairman of the meeting deems that it is undesirable in the interests of good order of the meeting that the question be answered.
(24) Members may submit questions to the Company in advance of the Meeting, in writing, by letter or electronic message sent to the addresses specified in paragraph (22) above. Questions must be accompanied by evidence of the Member’s shareholding and must reach the Company at least 4 working days before the Meeting. Answers to any such questions will be provided during the Meeting, unless one of the above-mentioned circumstances applies so that an answer does not need to be given.
OTHER INFORMATION AND AVAILABILITY OF DOCUMENTS
(25) As at the date hereof, the total issued share capital of the Company is EUR 250,00 divided into 25,000,000 ordinary shares of EUR 0.01 each.
(26) Ordinary shares carry one voting right each.
(27) The following documents will be available on the Company’s website at astartaholding.com by 2 May 2023 and may also be collected from the Company’s registered office:
(a) a copy of this Notice (and Notes) setting out the items of the agenda that will be put to the vote at the Meeting;
(b) the form of the instrument to be used for the appointment of a proxy;
(c) the Annual Financial Report of the Company for the year 2022, comprising of the Audited Consolidated Financial Statements of the Group of the Company for the financial year ended 31 December 2022 and the Audited Financial Statements of the Company for the financial year ended 31 December 2022, the Corporate Governance Report, the Independent Auditors’ Report and the Management Report of the Company’s Board of Directors;
(d) the Dividend Policy;
(e) the Explanatory Guidance Note of the General Meeting;
(f) the Explanatory Guidance Note of the Board of Directors; and
(g) the Remuneration Policy.
ANNUAL GENERAL MEETING OF SHAREHOLDERS ASTARTA HOLDING PLC HELD ON WEDNESDAY, 24 MAY 2023
Shareholders holding at least 5% of the voting rights at the General Meeting of Shareholders of ASTARTA HOLDING PLC (Current report No07/2023)
Resolutions adopted at the General Meeting of Shareholders of ASTARTA HOLDING PLC (Current report No08/2023)
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: firstname.lastname@example.org, 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)