OVOSTAR UNION PUBLIC COMPANY LIMITED
22 Ierotheou 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")
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 Street, 1095 Nicosia, Cyprus, on 26th June, 2020 at 11:00 a.m. local time, with the following agenda:
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- Presentation and review of the Financial Statements of the financial year ended 31st December, 2019, and the independent auditors' report of the Company upon those financial statements.
- Retirement by rotation of one third of the non-executive directors and their re-appointment, pursuant to 2. Regulations 105-112 of the Articles of Association of the Company. The Board of Directors of the Company has three non-executive directors, and the non-executive director retiring and offering himself for reappointment at this Annual General Meeting is Mr. Sergii Karpenko.
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- ending on 31 December, 2020 in the amount not exceeding EUR 400.000.
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- Discharging all directors of the Company from all acts of management and any liability with respect thereto during the financial year ending on 31 December 2019.
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- Re-appointment of the independent auditors, Messrs Baker Tilly, of the Company for the Financial year ending on December 31, 2020 and authorization of the Board of Directors to determine their remuneration for the year 2020.
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- Any other matter, that may, according to the Company's Articles of Association, be discussed at the Annual General Meeting.
Dated: 04 June, 2020
Elena Argyrou For and on behalf of INTER JURA CY (SERVICES) LIMITED
Secretary
ENTITLEMENT TO PARTICIPATE IN THE MEETING
- (1) "Member") is entitled to attend the Meeting. The record date for determining the right to attend the Meeting is 12 June, 2020. Any member, who wishes to attend the Meeting, whose securities accounts are maintained with authorised financial intermediates (banks, professional securities' depositary or other financial institution where the shares are on deposit) should request a registered depository certificate or a statement of the securities account therefrom evidencing their shareholding in the Company at the record date. An original registered depository certificate or securities account statement evidencing shareholding in the Company on the record date, must be deposited at the registered office of the Company (22 lerotheou Street, 4th Floor, Strovolos, 2028 Nicosia, Cyprus) or sent by an electronic message to Anna Tews at a [email protected] at least 48 hours before the time of the Meeting.
- (2) 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 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) 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 registered office of Company (22 lerotheou 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) 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 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.
- (6) 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.
- (7) identity card or other proof of identification.
- (8) 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) 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, at the Meeting. Such authorise such natural person as it thinks fit to act as its representative individuals are required to carry with them a certified copy of the resolution from which they derive their authority.
- (10) 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) 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) 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) 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) 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) and make the revised agenda available on its website at https://ovostar.ua/en/for-investors/general meeting/.
- (19) 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) 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 above-mentioned circumstances applies so that an answer does not need to be given.
OTHER INFORMATION AND AVAILABILITY OF DOCUMENTS
- (21) ordinary shares of EUR 0.01 each. Ordinary shares carry one voting right each.
- (22) the instrument to be used for the appointment of a proxy and the annual report of the Company for the year ended 31 December 2019 (comprising of the audited consolidated and separate financial statements of the Company and the auditors' report) are available on the Company's website at https://ovostar.ua/en/for-investors/general-meeting/ as from 04 June 2020. Hard copies may also be collected from the Company's Registered Office.
OVOSTAR UNION PUBLIC COMPANY LIMITED
22 Ierotheou 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 Ierotheou Street, 4th Floor, 2028 Strovolos, Nicosia, Cyprus |
| I/We………………………………………………………………………………………………………………… |
…, of ……………………………………………………………………………………………………………………………………………., with I.D. No. / Registration No. ……………………………………………………, being a member/s of OVOSTAR UNION PUBLIC COMPANY LIMITED, hereby appoint |
…………………………….…………………….…………………………………………………………………………………………, of ………………………………………………………………………………………………………………………………………………., with I.D. No. / Registration No. ………………………………………………………………………………………………………, |
or failing him/her/it, …………………………….…………………….…………………………………………………………………………………………, |
of ………………………………………………………………………………………………………………………………………………., 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 PUBLIC COMPANY LIMITED, to be held at 1 Lampousas Street, 1095 Nicosia, Cyprus 26th June, 2020 at 11:00 a.m. local time, and at any adjournment thereof.
My/our proxy is authorized to vote as such proxy thinks fit unless the method of voting is indicated below.
| 1. |
Approval of the re-appointment of non-executive director Mr. Sergii Karpenko as non-independent, non-executive Director of the Company. |
For: …….…… Against: ……… Abstain: ……… |
| 2. |
Determination of the aggregate remuneration payable to the directors of the Company during the year ending on 31 December, 2020 in the amount not exceeding EUR 400.000. |
For: …….…… Against: ……… Abstain: ……… |
| 3. |
Approval of discharging all directors of the Company from all acts of management and any liability with respect thereto during the financial year ending on 31 December, 2019. |
For: …….…… Against: ……… Abstain: ……… |
| 4. |
Re-appointment of the independent auditors, Messrs Baker Tilly, for the financial year ending on December 31, 2020 and authorization of the Board of Directors to determine their remuneration for the year 2020. |
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.
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| Shareholder's Signature………………………………… |
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| Communication details of shareholder: |
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Tel………………………… Fax…………………………………… |
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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 12 June, 2020.
▪ 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.