AGM Convening Notice

MHP SE

17 May 2023

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you have sold or otherwise transferred all of your ordinary shares of €2.00 each ("Ordinary Shares") in the capital of MHP SE (the "Company"), or Global Depositary Receipts ("GDRs") representing interests in such Ordinary Shares, please forward this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

MHP SE

European Public Limited Liability Company (Societas Europaea)

Registered in Cyprus under the Companies Law, Cap. 113

with Registration Number SE 27

Registered office: 16 - 18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus

Notice of Annual General Meeting

("AGM")

This document should be read in conjunction with the accompanying Form of Proxy and Notice of AGM set out at the end of this document.

The Notice convening the AGM of the shareholders of the Company for the year 2023 ("Shareholders"), to be held at 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus at 9:00 a.m. local time, on June 19, 2023 is set out at the end of this document. Shareholders will find attached to this document a Form of Proxy for use at the AGM. To be valid the Form of Proxy should be signed and returned in accordance with the instructions printed on it. The Form of Proxy must be delivered personally or by courier or by post at the registered office of the Company situated at the address set out above or be sent by fax at [phone], to the attention of Confitrust Limited, Secretary of the Company, or by email at [e-mail], not less than 48 hours before the time for holding the AGM. Completion and posting of the Form of Proxy does not prevent a Shareholder from attending and voting in person at the AGM.

Holders of GDRs ("GDR Holders") may vote by completing, signing and returning a Voting Instruction Form, which will be provided to them by the Bank of New York Mellon. The deadline to submit the Voting Instruction Form will be set out in the notice provided by the Bank of New York Mellon. By returning a signed Voting Instruction Form, the GDR Holder is directing the Bank of New York Mellon to vote on the Ordinary Shares underlying his GDRs in accordance with his instructions.

LETTER FROM THE CHIEF EXECUTIVE OFFICER (CEO)

MHP SE

European Public Limited Liability Company (Societas Europaea)

Registered in Cyprus under the Companies Law, Cap. 113

with Registration Number SE 27

Registered Office: 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus

Directors
John Clifford Rich (Executive Chairman) Yuriy Kosyuk (CEO and Executive Director) Victoriya B. Kapelushna (CFO and Executive Director) Andriy Bulakh (Executive Director) John Grant (Non-Executive Director) Christakis Taoushanis (Non-Executive Director) Philip Wilkinson (Non-Executive Director) Oscar Chemerinski (Independent Non-Executive Director)

17 May 2023

To Holders of Ordinary Shares and GDR Holders

Dear Shareholders and GDR Holders,

Annual General Meeting

1.            Introduction

You are invited to attend the annual general meeting for the year 2023 (the "AGM") of the shareholders of MHP SE, a European Public Limited Liability Company (Societas Europaea), registered in Cyprus under the Companies Law, Cap. 113 with registration Number SE 27 and having its registered office address at 16 - 18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus (the "Company"), which will be held on June 19, 2023 at 9:00 a.m. local time at 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus.

This letter provides details of the business to be transacted at the AGM. The Notice convening the AGM is set out at the end of this document.

Any resolution put to a vote at the AGM shall be decided upon a show of hands unless a poll is validly demanded pursuant to the articles of association of the Company. On a show of hands every Shareholder present in person or being a corporation present by a duly authorised representative is entitled to one vote irrespective of the number of Ordinary Shares held by such Shareholder. On a poll, all holders of Ordinary Shares are entitled to one vote for each Ordinary Share held of record on all matters submitted to a vote of the Shareholders. The Shareholders do not have any special voting rights. A Shareholder entitled to attend and vote at the AGM is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy cannot vote on a show of hands. A proxy need not be a Shareholder of the Company.

To be valid a Form of Proxy, together with a power of attorney or other authority, if any, under which it is executed or a notarially certified copy thereof, must be delivered personally or by courier or by post at the registered office of the Company situated at the address set out above or be sent by fax                                  at [phone], to the attention of Confitrust Limited, Secretary of the Company, or by email at [e-mail], not less than 48 hours before the time for holding the AGM or adjourned AGM (see section 4: "Action Required" below).

GDR Holders may vote by completing, signing and returning a Voting Instruction Form, which will be provided to them by the Bank of New York Mellon. The deadline to submit the Voting Instruction Form will be set out in the notice provided by the Bank of New York Mellon. By returning a signed Voting Instruction Form, the GDR Holder is directing the Bank of New York Mellon to vote on the Ordinary Share(s) underlying his GDRs in accordance with his instructions. Each GDR represents one Ordinary Share.

2.            Agenda 

The agenda for the AGM is contained in the Notice of AGM which is set out at the end of this document. The Board of Directors of the Company (the "Board" or "Directors") is seeking approval of Shareholders to consider and vote upon:

1.            the Annual Report and Accounts of MHP SE for the year ended 31 December 2022, containing the management report of the Board of Directors of the Company, the independent auditors report on the audit of the consolidated financial statements of MHP SE and its subsidiaries for the year ended 31 December 2022 and the consolidated financial statements of MHP SE and its subsidiaries for the year ended 31 December 2022;

2.            the report of the independent auditors of the Company and the Audited Financial Statements of the Company for the year ended 31 December 2022;

3.            the re-election as Director of John Clifford Rich;

4.            the re-election as Director of Yuriy Kosyuk;

5.            the re-election as Director of Victoriya Kapelyushna;

6.            the re-election as Director of Andriy Bulakh;

7.            the re-election as Director of John Grant;

8.            the re-election as Director of Christakis Taoushanis;

9.            the re-election as Director of Philip J Wilkinson OBE;

10.          the re-election as Director of Oscar Chemerinski;

11.          the re-appointment of Ernst & Young Cyprus Limited, the retiring auditors of the Company, as Auditors of the Company until the conclusion of the Annual General Meeting of the Company to be held in the year 2024 and to authorise the Directors to determine their remuneration.

The agenda also includes ratification and approval of the Shareholders of the remuneration of the Directors, and also the payments made to the Directors of the Company since the previous annual general meeting on account of fees, salaries or remuneration for their services as Directors.

Total compensation of the Group's key management personnel during the 12 months ended 31 December 2022, amounted to US$ 14.0 million (MHP Annual Report and Accounts 2022 - page 138).

Each of the resolutions set out in the Notice of the AGM will be proposed as an ordinary resolution, which can be passed by a simple majority of the votes (50 per cent plus one vote) of the Shareholders entitled to vote and voting in person or by proxy at the AGM.

Copies of the following documents are available at the website of the Company at http://www.mhp.com.ua:

(1)          Annual Report and Accounts of MHP SE for the year ended 31 December 2022, containing the management report of the Board of Directors of the Company, the independent auditors report on the audit of the consolidated financial statements of MHP SE and its subsidiaries for the year ended 31 December 2022 and the consolidated financial statements of MHP SE and its subsidiaries for the year ended 31 December 2022; and

(2)          report of the independent auditors of the Company and the audited Financial Statements of the Company for the year ended 31 December 2022.

3.            General Information

Share capital and voting rights of the Company

The authorised share capital of the Company is Euro Two Hundred Twenty-One Million Five Hundred Forty Thousand (€221,540,000) divided into One Hundred Ten Million Seven Hundred Seventy Thousand (110,770,000) Shares of Two Euro (€ 2,00) each.

The issued share capital of the Company is Euro Two Hundred Twenty-One Million Five Hundred Forty Thousand (€ 221,540,000), divided into One Hundred Ten Million Seven Hundred Seventy Thousand (110,770,000) Shares with a par value of Two Euro (€ 2,00) each.

The Company has dematerialised 91,300,484 of its shares into 91,300,484 global depositary receipts ("GDRs").

Each Share entitles the holder thereof to one vote. Holders of GDRs may exercise the voting rights arising under the Shares represented by the GDRs through the Bank of New York Mellon.

Quorum and majority requirements

                No business shall be transacted at the AGM unless a quorum of Shareholders is present at the time when the AGM proceeds to business. Two Shareholders present in person or by proxy, together holding not less than 50 per cent in nominal value of the shares giving the right to attend and vote at the AGM, shall be a quorum for all purposes.

                A corporation being a Shareholder of the Company shall be deemed to be personally present at the AGM if represented by its representatives duly authorised by resolution of its Directors or other governing body authorizing such person as it thinks fit to act as its representative at the AGM of the Company.

Each of the resolutions set out in the Notice of the AGM will be proposed as an ordinary resolution, which can be passed by a simple majority of the votes (50 per cent. plus one vote) of the Shareholders entitled to vote and voting in person or by proxy at the AGM.

4.            Action Required

You will find attached to this document a reply-paid Form of Proxy for use by Shareholders at the AGM. Whether or not you intend to be present at the AGM, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon. To be valid, completed Forms of Proxy must be delivered personally or by courier or by post at the registered office of the Company situated at the address set out above or be sent by fax at [phone], to the attention of Confitrust Limited, Secretary of the Company, or by email at [e-mail], as soon as possible and in any event not later than 9:00 am on June 17, 2023, being not less than 48 hours before the time appointed for holding the AGM. Completion of the Form of Proxy will not preclude you from attending the AGM and voting in person if you so choose.

GDR Holders may vote by completing, signing and returning a Voting Instruction Form, which will be provided to them by the Bank of New York Mellon. The deadline to submit the Voting Instruction Form will be set out in the notice provided by the Bank of New York Mellon. By returning a signed Voting Instruction Form, the GDR Holder is directing the Bank of New York Mellon to vote on the Ordinary Shares underlying his GDRs in accordance with his instructions.

GDR holders who wish to vote via the electronic system can give voting instructions to the chairman of the  AGM via the electronic system the operator of a securities settlement system or with a professional depository or sub-depository designated by such depository. In such case, the operator of a securities settlement system or a professional depository or sub-depository designated by such depository must, prior to the  AGM provide (i) a spreadsheet of the voting instructions in relation to the votes cast for, against and abstain in relation to each resolution of the agenda including a proxy to the chairman of the  AGM to be returned to the Company prior to the date of the  AGM and (ii) a certificate certifying the number of shares or GDRs recorded in their account on the Record Date.

Shareholders and GDR holders may address all queries with respect to the AGM by fax                                             at [phone], to the attention of Confitrust Limited, Secretary of the Company, or by email at [e-mail] or to the following address:

MHP  SE c/o  Confitrust Limited

16-18 Zinas Kanther Street

Ayia Triada

3035 Limassol

Cyprus

On all related correspondence, kindly indicate the following notice:

"2023 Annual Ordinary General Meeting of shareholders MHP SE"

5.            Recommendation

The Directors believe that the resolutions are fair and reasonable and in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully,

___________

Yuriy Kosyuk

CEO, Executive Director                                                                            

MHP SE

European Public Limited Liability Company (Societas Europaea)

Registered in Cyprus under the Companies Law, Cap. 113

with Registration Number SE 27

Registered Office: 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of MHP SE (the "Company") will be held at
16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus, at 9:00 a.m. local time on 19 June, 2023, for the purposes set out below:

1.            To receive the Annual Report and Accounts of MHP SE for the year ended 31 December 2022, containing the management report of the Board of Directors of the Company, the independent auditors report on the audit of the consolidated financial statements of MHP SE and its subsidiaries for the year ended 31 December 2022 and the consolidated financial statements of MHP SE and its subsidiaries for the year ended 31 December 2022;

2.            To receive the report of the independent auditors of the Company and the audited Financial Statements of the Company for the year ended 31 December 2022;

3.            To re-elect John Clifford Rich as a Director of the Company to hold office from the date of the Annual General Meeting until the Annual General Meeting of the Company to be held in the year 2024;

4.            To re-elect Yuriy Kosyuk as a Director of the Company to hold office from the date of the Annual General Meeting until the Annual General Meeting of the Company to be held in the year 2024;

5.            To re-elect Victoriya Kapelyushna as a Director of the Company to hold office from the date of the Annual General Meeting until the Annual General Meeting of the Company to be held in the year 2024;

6.            To re-elect Andriy Bulakh as a Director of the Company to hold office from the date of the Annual General Meeting until the Annual General Meeting of the Company to be held in the year 2024;

7.            To re-elect John Grant as a Director of the Company to hold office from the date of the Annual General Meeting until the Annual General Meeting of the Company to be held in the year 2024;

8.            To re-elect Christakis Taoushanis as a Director of the Company to hold office from the date of the Annual General Meeting until the Annual General Meeting of the Company to be held in the year 2024;

9.            To re-elect Philip J Wilkinson OBE as a Director of the Company to hold office from the date of the Annual General Meeting until the Annual General Meeting of the Company to be held in the year 2024;

10.          To re-elect Oscar Chemerinski as a Director of the Company to hold office from the date of the Annual General Meeting until the Annual General Meeting of the Company to be held in the year 2024;

11.          To re-appoint Ernst & Young Cyprus Limited, the retiring auditors of the Company, as Auditors of the Company until the conclusion of the Annual General Meeting of the Company to be held in the year 2024 and to authorise the Directors to determine their remuneration; and

12.          To ratify and approve remuneration and all payments made since the previous annual general meeting to the Directors of the Company, past or present or any of them, on account of fees, salaries or remuneration for their services as Directors of the Company.

Each of the resolutions set out above will be proposed as an ordinary resolution.

Dated the 17th day of May 2023

By order of the Board

Confitrust Limited

Company Secretary

Registered Office

16-18 Zinas Kanther Street,

Agia Triada, 3035 Limassol

Cyprus

Notes:

1.            A member entitled to attend and vote at the AGM is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing. The proxy need not be a member of the Company. A Form of Proxy is attached to this Notice of AGM for use at the AGM.

2.            To be valid a Form of Proxy, together with a power of attorney or other authority, if any, under which it is executed or a notarially certified copy thereof, must be delivered personally or by courier or by post at the registered office of the Company situated at the address set out above or be sent by fax at [phone], to the attention of Confitrust Limited, Secretary of the Company, or by email at [e-mail], as soon as possible and in any event not later than 9:00 am on 17 June 2023, being not less than 48 hours before the time appointed for holding the AGM or adjourned AGM.

3.            In the case of joint holders of Ordinary Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

4.            In the case of a corporation, the Form of Proxy must be executed under its common seal or signed on its behalf by a duly authorised attorney or duly authorised officer of the corporation.

5.            GDR Holders may vote by completing, signing and returning a Voting Instruction Form, which will be provided to them by the Bank of New York Mellon. The deadline to submit the Voting Instruction Form will be set out in the notice provided by the Bank of New York Mellon. By returning a signed Voting Instruction Form, the GDR Holder is directing the Bank of New York Mellon to vote on the Ordinary Shares underlying his GDRs in accordance with his instructions.

 

END