Annual general meeting of shareholders (До собрания)

ANNUAL GENERAL MEETING
OF SHAREHOLDERS ASTARTA HOLDING N.V.

On Friday, 29 May 2020, 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 09:00 A.M. Amsterdam time; persons attending can register from 08:30 A.M. Amsterdam time.

Agenda:
1.    Opening of the General Meeting.
2.    Discussion of the Management Report 2019.
3.    Advisory vote to approve the Remuneration Report 2019, 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.*
4.    Adoption of the annual accounts for the financial year 2019.*
5.    Approval of the language to be used for preparation of the management report and annual accounts for financial year 2020.* 
6.    Granting discharge to the Directors for their tasks during the financial year 2019.*
7.    Adoption of the profit appropriation for the financial year 2019.*
8.    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").*
9.    Appointment of the Company’s external auditor for the financial year 2020.*
10.    Approval of the Company’s amended and restated Remuneration policy, as more fully specified in Exhibit 2 to the Shareholders Circular.*
11.    Adoption of charter of the rules governing the sustainability and corporate responsibility committee, as more fully specified in Exhibit 3 to the Shareholders Circular.*
12.    Adoption of rules on external auditor independence and selection, as more fully specified in Exhibit 4 to the Shareholders Circular.*
13.    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.*
14.    Delegation to the Board of Directors of the authority to issue shares, grant options to acquire shares and cancel or limit pre-emptive rights.*
15.    Discussion of the Company’s observance of the Dutch Corporate Governance Code.
16.    Discussion of the Company’s dividend policy.
17.    Any other business.

The Agenda items marked * are for voting. All other Agenda items are discussion items.
The Agenda, the Shareholders Circular, the 2019 Management Report, the explanatory notes to the annual accounts 2019, 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.astartakiev.com.

Depository certificates
All beneficial owners of the Company’s shares outstanding at the close of business in the Netherlands on 1 May 2020 (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 27 May 2020 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: denys.dutchak@astarta.ua, which is received by no later than 17:00 P.M. CET on 27 May 2020; 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 27 May 2020.

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 recently announced the proposed adoption of 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 enacted prior to 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 27 May 2020, 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.

Identification
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 08:30 A.M. to 09:00 A.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: Liliia Timakina – Corporate secretary.

By order of the Board of Directors

16 April 2020

 


The following documents prepared for the purpose of the General Meeting of Shareholders can be downloaded from the Company’s website www.astartakiev.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 2019 and auditor’s report;

c)Remuneration Report 2019 (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 at least 42 days prior to the General Meeting of Shareholders until the date of the General Meeting of Shareholders.
The draft resolutions to be voted at the General Meeting of Shareholders were published on 16 April 2020 (Current report No. 9/2020).
Other information:
1.Current report No. 8/2020 dated 16 April 2020 re the General Meeting of Shareholders.