Etalon Group PLC Notification of AGM

Etalon Group PLC

15 November 2023

 

15 November 2023

Etalon Group PLC Notification of AGM

ETALON GROUP PLC ("Etalon Group" or the "Company"), one of Russia's largest and longest-established residential real estate developers, announces that its annual general meeting of shareholders ("AGM") will be held at Griva Digeni, 36B, 4th floor, Flat/Office 403, 1066, Nicosia, Cyprus on Friday, 15th of December 2023, at 11 a.m. Cyprus time.

The following resolutions will be proposed at the AGM:

ORDINARY RESOLUTIONS:

1.   To receive and approve by way of ordinary resolution the Company's Consolidated Financial Statements for the financial year ended 31 December 2022 together with the Reports of the Directors and Auditor thereon and the Company's stand-alone Financial Statements for the financial year ended 31 December 2022 together with the Reports of the Directors and Auditor thereon, and to ratify actions taken for the submission of the Financial Statements by the Secretary with the Cyprus Registrar of Companies.

2.   To appoint by way of ordinary resolution NSP Sagehill Partners Ltd as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.

3.   To authorize by way of ordinary resolution the Directors to set the auditor's remuneration.

4.   To receive and approve by way of ordinary resolution the Unaudited Interim Financial Statements of the Company.

5.   To approve by way of special resolution that the Company proceeds with deregistering from the Register of the Registrar of Companies in Cyprus and transferring its registered office to Special Administrative Region of Oktyabrskiy Island, Kaliningrad Region, Russian Federation and registering as a continuing company in the form of International public joint-stock company under the legal regime of the Russian Federation without being dissolved and without being re-incorporated. The head office of the Company in Special Administrative Region of Oktyabrskiy Island is proposed to be established not later than 9 months from the date of this resolution.

6.   To approve by way of special resolution that the Company applies to the Registrar in accordance with the provisions of the Companies Law for the Registrar's consent to continue its existence as a legal entity in a jurisdiction outside the Republic of Cyprus by transferring its registered office from the Republic of Cyprus to Special Administrative Region of Oktyabrskiy Island, Kaliningrad Region, Russian Federation.

7.   To approve by way of special resolution that, with effect from the date of the registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation, the personal law (lex societatis) of the Company shall be changed from Cypriot law to Russian law.

8.   To approve by way of special resolution that the current Memorandum and Articles of Association of the Company shall be superseded by the new charter substantially in the form of the draft reviewed and considered by the shareholders from the date of registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation subject to minor amendments, modifications or additions thereto as the Directors may deem fit.

9.   To approve by way of special resolution the change of name of the Company from the date of registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation as follows:

(i) the full name of the Company in Russian: Международная компания публичное акционерное общество «Эталон Груп»;

(ii) the short name of the Company in Russian: МКПАО «Эталон Груп»;

(iii) the full name of the Company in English: Etalon Group International public joint-stock company;

(iv) the short name of the Company in English: Etalon Group IPJSC.

10. To approve by way of ordinary resolution that, with effect from the registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation, and only to take effect from the date of such registration, (a) the par value of the Company's shares shall be denominated in RUB; (b) the charter capital of the Company shall be denominated in RUB; and (c) the par value of the Company's shares in RUB shall be equivalent to the par value of the shares of the Company in GBP at the official exchange rate set by the Bank of Russia as of 14 November 2023.

11. To approve by way of ordinary resolution that, with effect from the date of the registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation, the issued share capital of the Company be converted from GBP 39,172.2681 divided into 383,445,362 ordinary shares of nominal value GBP 0.00005 each and 20,000 preferred shares of nominal value GBP 1.00 each to Russian Roubles 4,401,634.99455141 divided into 383,445,362 ordinary shares of nominal value RUB 0.005618305 each and 20,000 preferred shares of nominal value RUB 112.3661 each.

12. To approve by way of ordinary resolution that, with effect from the date of the registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation, "REESTR" JSC (OGRN 1027700047275) be appointed as the registrar that will maintain the shareholders' register of the Company in Russia.

13. To approve by way of ordinary resolution that, with effect from the date of the registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation, Egorov Sergey Valerievich be appointed as chief executive officer of the Company.

14. To approve by way of special resolution that, with effect from the date of the registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation, the place of residence of the Company shall be changed to Oktyabrskiy Island, Kaliningrad City, Kaliningrad Region, Russian Federation.

15. To approve by way of ordinary resolution that, with effect from the date of the registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation, the Company's obligations to make the investment in the territory of the Russian Federation in the amount of 50,000,000 RUB within one year after transferring its registered office to the Russian Federation in a form stipulated by the laws of the Russian Federation.

16. To approve by way of ordinary resolution that, with effect from the date of the registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation, the following persons shall be appointed as members of the board of directors of the Company:

1.   Egorov Sergey Valerievich

2.   Shcherbina Gennadii Filippovich

3.   Pyltsov Vitaly Nikolaevich

4.   Voloshin Alexander Stalievich

5.   Ogloblina Marina Evgenevna

17. To authorize by way of ordinary resolution the board to approve the resolutions on issuance of ordinary and preferred shares of the Company for the Company's registration in the Russian Federation.

18. To authorize by way of ordinary resolution the board to approve the prospectus of shares for the Company's registration in the Russian Federation.

19. To approve by way of ordinary resolution that Egorov Sergey Valerievich, Shcherbina Gennadii Filippovich, Kashcheev Igor Nikolaevich, Iareeva Viktoriia Gusmanovna are hereby authorized (without issuing Power of Attorney) to fully represent the Company in the Russian Federation before any Russian authorities (including the Bank of Russia and the Kaliningrad Region Development Corporation JSC) and make any decisions on any matters related to the transferring of the Company's registered office and state registration of the issue of the Company shares, including but not limited to execute, sign, submit, amend and negotiate any respective documents (including but not limited to the resolutions on issuance of shares and the prospectus of shares), forms required to establish the Company as an International public joint-stock company under the laws of the Russian Federation, issue a confirmation that there are no circumstances preventing state registration of the Company as an International public joint-stock company under the legal regime of the Russian Federation, and issue any powers of attorneys to third parties in connection herewith, submit any required statements, applications and declarations, certify by a signature authenticity of copies of documents submitted to Russian authorities, pay, on behalf of the Company, the state duty levied in accordance with the legislation of the Russian Federation on taxes and duties for the registration of the shares issue and the prospectus of shares, request and obtain any documents and explanations from Russian authorities, as well as to delegate these powers under powers of attorney.

20. To authorize by way of ordinary resolution any one of the directors and/or the secretary of the Company to take all necessary actions on behalf of the Company to give effect to the above resolutions including, inter alia, to approve any documents, applications and declarations of the Company, to complete and file the relevant documents and applications with any competent authority and make all necessary assurances, affidavits, declarations and publications for the proper completion of the Company's transfer of its registered office out of the Republic Cyprus to the Russian Federation.

Holders of depositary receipts as of 16 November 2023 can submit voting instructions until 12 December 2023, inclusive. The RCS Issuer Services S.AR.L Depositary will provide an opportunity to submit instructions after registration on the Depositary's website https://rcsgroup.lu/signin/. The relevant information will be published on the Depositary's website. Holders of depositary receipts will also be able to submit instructions through their brokers and custodians through European clearing systems.

For more information on submitting voting instructions, please visit https://www.etalongroup.com/investor-relations/presentations/

The Notice of AGM and Form of Proxy will be sent to shareholders in due time, and copies of these documents will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  If you have not received the Notice of AGM and the Proxy form, please contact the Company Secretary [e-mail]  or the depository [e-mail]

This and other recent announcements are available on the Etalon Group website: https://www.etalongroup.com/investor-relations/investor-news/.

Contact information

Etalon Group

IR Team

T: [phone]

E: [e-mail]

EM

E: [e-mail]

About Etalon Group

Founded in 1987, Etalon Group is one of Russia's largest development and construction companies. The Company focuses on middle class residential real estate in the Moscow and St Petersburg metropolitan areas. In 2021, the Company began a regional expansion programme and has already launched new projects in Omsk, the Novosibirsk region, Ekaterinburg, Tyumen and Kazan. With a 35-year history, Etalon Group has one of the longest and most successful track records in the Russian real estate industry. Since its foundation, Etalon Group has delivered 8.9 mln sqm of real estate.

Thanks to its integrated business model, Etalon Group is able to create added value for customers and shareholders at every stage of development, from land plot analysis and acquisition to the operation and maintenance of existing properties. Etalon Group employs more than 5,800 people, and its nationwide sales network covers 35 regions of Russia.

Etalon Group's assets comprise 38 projects at the design and construction stages, unsold inventory at completed residential complexes and commercial properties, with total unsold NSA of 6.4 mln sqm, as well as a construction and maintenance division. According to Nikoliers, the value of Etalon Group assets as of 31 December 2022 was RUB 288 billion.

In 2022, Etalon Group's new contract sales totalled 292 ths sqm, or RUB 58.7 billion, not including accumulated new contract sales at YIT Russia as of its acquisition.

The Company's revenue in 2022 amounted to RUB 80.6 billion, with EBITDA of RUB 16.5 billion.

Etalon Group's GDRs were listed on the Main Market of the London Stock Exchange on 20 April 2011 and have been included in the Level 1 quotation list of Moscow Exchange since 31 January 2020 under the ticker ETLN. In July 2023, the Company completed the process of changing the basis for its listing on Moscow Exchange.

 

END