OVOSTAR UNION PUBLIC COMPANY LIMITED
22 Ieorotheou Street, 4th Floor, 2028 Strovolos, Nicosia, Cyprus
Tel: +380504390505
Email: [email protected]
HE391687
Issued Share capital: EUR 60,000
OVOSTAR UNION PUBLIC COMPANY LIMITED (the "Company")
NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of the Company will be held at 1 Lampousas, Nicosia 1095, Cyprus on 14 July, 2023 at 11:00, local time, with the following agenda:
Dated: 21 June, 2023
Xanthi Panagi Tsangari
For and on behalf of INTER JURA CY (SERVICES) LIMITED
Secretary
Notes to the Notice of the Annual General Meeting
ENTITLEMENT TO PARTICIPATE IN THE MEETING
- (1) record date (a "Member") is entitled to attend the Meeting. The record date for determining the right to attend the Meeting is 07 July, 2023. Any member, who wishes to attend the Meeting, whose securities accounts are maintained with authorised financial intermediates, should request a registered depository certificate therefrom evidencing their shareholding in the Company at the record date. An original registered depository certificate evidencing shareholding in the Company on the record date, must be deposited at the registered office of the Company (22 Ierotheou Street, Strovolos, 2028 Nicosia, Cyprus) or sent by an electronic message to Anna Tews at [email protected] at least 48 hours before the time of the Meeting.
- (2) or more proxies to attend and, where applicable, vote instead of him/her. Such proxy need not be a Member of the Company.
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.
- (3) 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.
- (4) The instruments for appointing a proxy are available on the Company's website [https://ovostar.ua/en/for-investors/general-meeting/]. The signed instrument(s) must be deposited (together with the power of attorney or other authority (if any) under which they are signed, or a notarially certified copy of such power of authority) at the they are bigfice of Company (22 Ierotheou Street, 4th Floor, Strovolos, 2028 Nicosia, Cyprus) or sent by an electronic message to Anna Tews [email protected] at least 48 hours before the time of the Meeting.
Members are urged to confirm that the proxy form has been received by calling Anna Tews on (+380504390505) or by email at [email protected].
(5) The proxy can be an individual or a legal person, appointed as proxy, shall, by resolution of its 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 pressmy a to carry with them a certified copy of the resolution from which they derive their authority.
Correspondence voting
A shareholder may vote by correspondence in the following way: the shareholder should complete and sign the form of proxy indicating his choices and appoint as his/her broxy the Chairman of the Annual General Meeting. In such a case, the Chairman will prony at the poll in accordance with the shareholder's wishes. If, on the other hand, the shareholder 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 shareholder as the Chairman wishes.
- (6) 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.
- (7) them their identity card or other proof of identification.
- (8) 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.
- (9) or other governing body authorise any person, natural or legal, to act as its of "other" go remaily" overting and the person so authorised is entitled to exercise the roprosement on behalf of such corporation as that corporation could exercise if it sumo po nors on other of the - Company. If the representative is itself a legal person, it shall, by resolution of its directors or such natural person as it thinks fit to act as its representative Such individuals are required to carry with them a certified copy of the resolution from which they derive their authority.
- (10) Joint holders may elect one of their number 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 who tenders a vote at the Meeting, 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 is determined by the order in which the names stand in the Company's register of members.
- (11) 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 PROCEDURES
(12) Resolutions put to the vote at the Meeting shall be decided by poll.
- (13) A poll demanded by the Chairman or on a question of adjournment is taken forthwith. A poll demanded 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 has been demanded may proceed, pending the taking of a poll. The demand for a poll may be withdrawn.
- (14) On a poll every Member present in person or by proxy has one vote for each share of which he 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.
- (15) An ordinary resolution is passed by a simple majority of the votes cast by Members entitled to vote at the Meeting who are present in person or by proxy. The Chairman of the Meeting does not have a second or casting vote.
STATUTORY RIGHTS OF MEMBERS
- (16) 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.
- (17) The request to add an item on the agenda or table a proposed resolution as described above must be received by the Company in hard copy or electronically at the addresses indicated below at least 42 days prior to the relevant meeting.
Address for delivery of request in hard copy:
The Secretary
OVOSTAR UNION PUBLIC COMPANY LIMITED
1 Lampousas Street
1095 Nicosia
Cyprus
Address for delivery of request in electronic format: [email protected]
- (18) In the event of receipt of any such request, the Company shall revise the proposed agenda accordingly and make the revised agenda available on its website at [https://ovostar.ua/en/for-investors/general-meeting/]
- (19) 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.
- (20) 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 paragraphs (18) and (19) 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 abovementioned circumstances applies so that an answer does not need to be given.
OTHER INFORMATION AND AVAILABILITY OF DOCUMENTS
- (21) As at 21 June 2023, the total issued share capital of the Company is EUR 60,000.00 divided into 6.000.000 ordinary shares of EUR 0.01 each. Ordinary shares carry one voting right each.
- (22) A copy of this notice setting out the resolutions that will be put to the vote at the Meeting, the form of the instrument to be used for the appointment of a proxy and the annual report of the Company for the year ended 31 December 2022 are available on the Company's website at https://ovostar.ua/en/for-investors/general-meeting/ as from 21 June 2023. Hard copies may also be collected from the Company's Registered Office.
OVOSTAR UNION PUBLIC COMPANY LIMITED 22 Ieorotheou Street, 4th Floor, 2028 Strovolos, Nicosia, Cyprus Tel: +380504390505 Email: [email protected] HE391687 Share capital: EUR 60,000
OVOSTAR UNION PUBLIC COMPANY LIMITED (the "Company")
FORM OF PROXY
Το: OVOSTAR UNION PUBLIC COMPANY LIMITED
Address: 22 Ieorotheou Street, 4th Floor, 2028 Strovolos, Nicosia, Cyprus |
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with I.D. No. / Registration No. ……………………………………………………, being
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with I.D. No. / Registration No.
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or
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of
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with I.D. No. / Registration No.
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as
my/our
proxy
to
vote
on
my/our
behalf at the Annual General Meeting
of OVOSTAR UNION |
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PUBLIC COMPANY LIMITED, to be held at
1 Lampousas Street, 1095 Nicosia, Cyprus, on
14 |
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July, 2023
at 11:00 local time, and at any adjournment thereof. |
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My/our proxy is authorized to vote as such proxy thinks fit, unless the method of voting is indicated below.
| 1. |
To approve the Financial Statements of the Company for the financial
year ended on December 31, 2022, and the independent auditors' report
of the Company upon those financial statements. |
For: …….…
Against: ………
Abstain: ……… |
| 2. |
To approve and ratify the payment of the interim dividends for the
year 2022 in the amount of EUR 3.900.000,00 (three million nine
hundred thousand Euro, 00 cent) distributed and paid
out to the
shareholders of the Company in January 2023 |
For: …….…
Against: ………
Abstain: ……… |
| 3. |
To transfer the net profit for the financial year 2022 in the amount of
USD 6.087.000,00 (six million eighty-seven thousand USD, 00 cent)
to the Company's retained earnings reserve and not to distribute
dividends. |
For: …….…
Against: ………
Abstain: ……… |
| 4. |
To approve the re-appointment of non-executive director Mr. Vitalii
Veresenko as non-executive Director of the Company. |
For: …….…
Against: ………
Abstain: ……… |
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To fix the aggregate remuneration payable to the directors of the
Company during the year ending on December 31, 2023 in the amount
not exceeding EUR 500.000,00
(five
hundred thousand
Euro). |
For: …….…
Against: ………
Abstain: ……… |
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To grant discharge to all directors of the Company from all acts of
management and any liability with respect thereto during the financial
year ended on December 31, 2022. |
For: …….…
Against: ………
Abstain: ……… |
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To authorize the Board of Directors to hold a tender for the selection
and appointment of the independent auditors of the Company for the
Financial Year 2023
and to determine their remuneration for the year
2023. |
For: …….…
Against: ………
Abstain: ……… |
Please note that in case more than one option (For, Against, Abstain) is selected in respect of each item to be voted for, that vote will be null and void.
Date………………………………………………………..
Shareholder's Signature…………………………………
| Communication details of shareholder: |
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| Communication details of proxy: |
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A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote on his/her behalf. The proxy need not be a member of OVOSTAR UNION PUBLIC COMPANY LIMITED and it can be a natural or legal person. A legal person appointed as proxy 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. Members and/or their proxies who will attend the Meeting are requested to carry with them their identity card or other proof of identification.
- The Instrument appointing a proxy shall be in writing under the hand of the appointee or of his attorney duly authorised in writing, or, if the appointee is a corporation, it must be under seal or signed by an officer or a duly authorised attorney of the corporation.
- The signed form of proxy (and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof) must be received at the Registered Office of the Company (22 Ierotheou Street, 4th Floor, Strovolos, 2028 Nicosia, Cyprus) or sent by an electronic message to Anna Tews [email protected] at least 48 hours before the time of the Meeting.
- The record date for determining the right to attend and vote at the meeting is 07 July, 2023.
- Members are urged to confirm that the proxy form has been received by calling Anna Tews on (+380504390505) or by email at [email protected]
- Individuals appointed as representatives of proxies who are legal persons are required to carry with them a certified copy of the resolution from which they derive their authority.
- Correspondence voting: A shareholder may vote by correspondence in the following way: The shareholder should complete and sign the form of proxy indicating his choices and appoint as his/her proxy the Chairman of the Annual General Meeting. In such a case, the Chairman will vote at the poll in accordance with the shareholder's wishes. If, on the other hand, the shareholder 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 shareholder as the Chairman wishes. The signed proxy, notarised or legalised by apostille, must be received at the Registered Office of the Company (22 Ierotheou Street, 4th Floor, Strovolos, 2028 Nicosia, Cyprus) or sent by an electronic message to Anna Tews [email protected] at least 48 hours before the time of the Meeting.
- Members are urged to confirm that the proxy form has been received by calling Anna Tews on (+380504390505) or by email at [email protected]
- In the case of joint holders, they 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.