EGM- Convening Notice

MHP SE

07 February 2024

 

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 Extraordinary General Meeting

("EGM")

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

The Notice convening the EGM of the shareholders of the Company ("Shareholders"), to be held at 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus at 12:00 pm local time, on 11 March 2024 is set out at the end of this document. Shareholders will find attached to this document a Form of Proxy for use at the EGM. 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 EGM. Completion and posting of the Form of Proxy does not prevent a Shareholder from attending and voting in person at the EGM.

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.

CONTENTS

                                                                                                                                             Page

Definitions…………………………………………………………………………………………………………………….     3

Letter from the Chief Executive Officer…………………………………………………………………………    4

Notice of Extraordinary General Meeting………………………………………………………………………   9

DEFINITIONS

"Company" means 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.

"Nominations and Remuneration Committee" or "N&R Committee" means the Nominations and Remuneration Committee of the Administrative Organ of the Company.

"Remuneration Policy" means the Remuneration Policy in respect of the remuneration of the Members of Administrative Organ of the Company, which has been approved by the Shareholders of the Company at the extraordinary general meeting which was held on 28 December 2021.

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

Members of the Administrative Organ (the Board of Directors)

John Clifford Rich (Executive Chairman)

Yuriy Kosyuk (CEO and Executive Member of the Administrative Organ)

Victoriya B. Kapelushna (CFO and Executive Member of the Administrative Organ)

Andriy Bulakh (Executive Member of the Administrative Organ)

John Grant (Senior Independent Director and Non-Executive Member of the Administrative Organ)

Christakis Taoushanis (Non-Executive Member of the Administrative Organ)

Philip J Wilkinson OBE (Non-Executive Member of the Administrative Organ)

Oscar Chemerinski (Non-Executive Member of the Administrative Organ)

7 February 2024

To Holders of Ordinary Shares and GDR Holders

Dear Shareholders and GDR Holders,

Extraordinary General Meeting

1.         Introduction

You are invited to attend the extraordinary general meeting (the "EGM") 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 11  March 2024 at 12:00 pm local time at 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus.

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

Any resolution put to a vote at the EGM 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 EGM 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 EGM or adjourned EGM (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 EGM is contained in the Notice of EGM which is set out at the end of this document.

The Administrative Organ of the Company ("the Admin. Organ") is seeking the approval of the Shareholders to consider and vote upon the remuneration of the Non-Executive Members of the Admin. Organ applicable as from 1 January 2024.

The Resolutions set out in the Notice of the EGM will be proposed as Ordinary Resolutions, 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 EGM.

Explanatory Notes:

According to the Remuneration Policy of the Company, available at ba77cbb2998971.pdf (mhp.com.ua), each of the Non-Executive Members of the Admin. Organ shall be paid a basic fee for his services as a Non-Executive Member of the Admin. Organ ("the Basic Fee"), which shall be determined by the Admin. Organ, taking into account the role, the responsibilities and the expected time commitment of each Non-Executive Member of the Admin. Organ.

According to the Remuneration Policy of the Company, each of the Non-Executive Members of the Admin. Organ shall be paid an additional fee for his services as a Member or as a Chairman of any Committee of the Admin. Organ ("the Additional Fee"), which shall be determined by the Nominations and Remuneration Committee ("the N&R Committee") as advised by the Chairman of the N&R Committee, as a percentage of the Basic Fee.

The Member of the Admin. Organ serving as Senior Independent Director shall continue to be paid an Additional Fee for his services as Senior Independent Director, which shall be determined by the N&R Committee and approved by the Admin. Organ.

The Executive Members of the Admin. Organ of the Company, taking into consideration the cumulative rate of inflation since the year 2018, when the registered office of the Company was transferred from the Grand Duchy of Luxembourg to the Republic of Cyprus, suggested  to the N&R Committee to consider recommending to the Admin. Organ to approve an increase of 5% to the Basic Fee payable to each of the Non-Executive Members of the Admin. Organ ("the Executive Members Suggestion" and "the Basic Fee Increase", respectively).

The N&R Committee at a meeting held on 6 February 2024 ("the N&R Committee Meeting"), taking into consideration the Executive Members Suggestion, recommended to the Admin. Organ to approve the Basic Fee Increase, which is substantially less than the cumulative rate of inflation since the year 2018 following the transfer of the registered office of the Company from the Grand Duchy of Luxembourg to the Republic of Cyprus.

The N&R Committee at the N&R Committee Meeting determined the following:

(a)        the Additional Fee payable to each of the Non-Executive Members of the Admin. Organ as from the 1^st of January 2024, taking into account the Basic Fee Increase; and

(b)        the Additional Fee payable to the Senior Independent Director as from the 1st of January 2024, taking into account the Basic Fee Increase.

The Admin. Organ at its meeting which took place on 6 February 2024 ("the Admin. Organ Meeting"), approved the Basic Fee Increase which was recommended by the N&R Committee and determined the Basic Fee payable to each of the Non-Executive Members of the Admin. Organ as from the 1^st of January 2024 taking into account the Basic Fee Increase.

In addition, the Admin. Organ at the Admin. Organ Meeting, approved the Additional Fee payable to each of the Non-Executive Members of the Admin. Organ as from the 1^st of January 2024 and the Additional Fee payable to the Senior Independent Director as from the 1^st of January 2024, as each of these Additional Fees was determined by the N&R Committee at the N&R Committee Meeting taking into account the Basic Fee Increase.

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 EGM unless a quorum of Shareholders is present at the time when the EGM 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 EGM, shall be a quorum for all purposes.

A corporation being a Shareholder of the Company shall be deemed to be personally present at the EGM 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 EGM of the Company.

The resolutions set out in the Notice of the EGM will be proposed as ordinary resolutions, 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 EGM.

4.         Action Required

You will find attached to this document a reply-paid Form of Proxy for use by Shareholders at the EGM. Whether or not you intend to be present at the EGM, 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 12:00 pm local time, on 9 March 2024, being not less than 48 hours before the time appointed for holding the EGM. Completion of the Form of Proxy will not preclude you from attending the EGM 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 EGM 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 EGM 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 EGM to be returned to the Company prior to the date of the EGM 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 EGM 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

Agia Triada, 3035 Limassol

Cyprus

On all related correspondence, kindly indicate the following notice:

"Extraordinary General Meeting of shareholders MHP SE"

5.         Recommendation

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

Yours faithfully,

____________

Yuriy Kosyuk

CEO, Executive Member of the Administrative Organ

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of MHP SE (the "Company") will be held at 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus, at 12:00 pm local time on 11 March 2024, for the purpose of considering and, if thought fit, approving the following Resolutions:

1.         THAT the remuneration in the total amount of € 127,310.00 (Euro One Hundred Twenty Seven Thousand Three Hundred and Ten), per annum, before tax, payable monthly in arrears, to Mr. Christakis Taoushanis as from 1 January 2024, comprised of the Basic Fee for his services as a Non-Executive Member of the Administrative Organ of the Company and the Additional Fee for his services as Member of the Audit & Risk Committee of the Administrative Organ of the Company, which was determined by the Administrative Organ of the Company pursuant to the Remuneration Policy, be and is hereby approved.

2.         THAT the remuneration in the total amount of € 301,928.00 (Euro Three Hundred One Thousand Nine Hundred Twenty Eight), per annum, before tax, payable monthly in arrears, to Mr. Philip J Wilkinson OBE as from 1 January 2024, comprised of the Basic Fee for his services as a Non-Executive Member of the Administrative Organ of the Company, the Additional Fee for his services as Chairman of the Nominations and Remuneration Committee of the Administrative Organ of the Company, the Additional Fee for his services as Chairman of the International Government Relations and Public Affairs Committee of the Administrative Organ of the Company and the Additional Fee for his services as Member of the Audit & Risk Committee of the Administrative Organ of the Company, which was determined by the Administrative Organ of the Company pursuant to the Remuneration Policy, be and is hereby approved.

3.         THAT the remuneration in the total amount of € 207,995 (Euro Two Hundred Seven Thousand Nine Hundred Ninety Five), per annum, before tax, payable monthly in arrears, to Mr. Oscar Chemerinski as from 1 January 2024, comprised of the Basic Fee for his services as a Non-Executive Member of the Administrative Organ of the Company, the Additional Fee for his services as Chairman of the Audit & Risk Committee of the Administrative Organ of the Company and the Additional Fee for his services as Member of the International Government Relations and Public Affairs Committee of the Administrative Organ of the Company, which was determined by the Administrative Organ of the Company pursuant to the Remuneration Policy, be and is hereby approved.

4.         THAT the remuneration in the total amount of € 214,704 (Euro Two Hundred Fourteen Thousand Seven Hundred and Four), per annum, before tax, payable monthly in arrears, to Mr. John Grant as from 1 January 2024, comprised of the Basic Fee for his services as a Non-Executive Member of the Administrative Organ of the Company, the Additional Fee for his services as Senior Independent Director of the Company, the Additional Fee for his services as Member of Nominations and Remuneration Committee of the Administrative Organ of the Company and the Additional Fee for his services as Member of the Audit & Risk Committee of the Administrative Organ of the Company, which was determined by the Administrative Organ of the Company pursuant to the Remuneration Policy, be and is hereby approved.

The Resolutions set out above will be proposed as Ordinary Resolutions.

Dated the 7^th day of February 2024

By order of the Administrative Organ

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 EGM 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 EGM for use at the EGM.

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 12:00 pm local time, on 9 March 2024, being not less than 48 hours before the time appointed for holding the EGM or adjourned EGM.

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