Fix Price Group PLC: Notice of Extraordinary General Meeting - Amendments to Articles

DJ Fix Price Group PLC: Notice of Extraordinary General Meeting - Amendments to Articles

Fix Price Group PLC (FIXP) Fix Price Group PLC: Notice of Extraordinary General Meeting - Amendments to Articles 08-Jul-2022 / 19:56 MSK Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

-----------------------------------------------------------------------------------------------------------------------

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND SHOULD BE READ IN ITS ENTIRETY.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other duly authorised professional adviser immediately. Subject to the restrictions set out below, if you sell or have sold or otherwise transferred all of your Shares, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred part of your Shares you should retain these documents and please immediately contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

Fix Price Group PLC

(registered in the Republic of Cyprus with registration number HE 434185)

Circular to Shareholders relating to the extraordinary general meeting of Fix Price Group PLC

including the proposed amendments to the Company's existing Articles of Association

Notice of Extraordinary General Meeting of Shareholders

This document contains a notice of the extraordinary general meeting of the Shareholders of the Company to be held at 155 Arch. Makariou III, PROTEAS HOUSE, 5th Floor, 3026, Limassol, Cyprus on 12 August 2022 at 10:00 a.m. Cyprus time.

Shareholders who hold their Shares in certificated form will find enclosed with this document a Form of Proxy and Depositary Interest Holders will find enclosed with this document a Form of Instruction, for use in connection with the Meeting. To be valid, a Form of Proxy should be completed and signed in accordance with the instructions printed on it and returned by courier or by hand to the Company's registered office at 155 Arch. Makariou III, PROTEAS HOUSE, 5th Floor, 3026, Limassol, Cyprus or by email to [e-mail] and [e-mail] by no later than 10:00 a.m. Cyprus time on 10 August 2022 Further instructions relating to the Form of Proxy and Form of Instruction are set out in the notice of the Meeting.

Your attention is drawn to the letter from the Chairman of Fix Price Group PLC in Part 1 of this document recommending that you vote in favour of the Resolutions to be proposed at the Meeting. You should read this document in its entirety and consider whether to vote in favour of the Resolutions in light of the information contained in this document.

LETTER FROM THE CHAIRMAN

Fix Price Group PLC

(registered in the Republic of Cyprus with registration number HE 434185)

Directors:          Registered Office: 
Dmitry Nikolaevich Kirsanov 
Gregor William Mowat     155 Arch. Makariou III, 
Alexey Makhnev        PROTEAS HOUSE, 5th Floor, 3026, Limassol, Cyprus 
Sergei Aleksandrovich Lomakin 
Artem Karenovich Khachatryan 

To the Shareholders of the Company

05 July 2022

Dear Shareholder, 1. Background The shareholders of the Company (the "Shareholders") are proposing to adopt certain amendments to the Company's existing Articles of Association as follows (the "Amendments"): (i) To amend and replace the existing clauses 23.1 and 23.2 with the following new clauses: Clause 23.1 The Board shall consist of such number of directors as may be approved by Resolution of Directors or Ordinary Resolution of Members. Clause 23.2 The Board may have certain number of independent directors nominated and elected pursuant to Article 23.4 (the Independent Directors). The exact number of Independent Directors shall be determined by the Board from time to time. (ii) To delete the existing clause 23.12 in its entirety. (iii) To amend and replace the existing clause 27.5 with the following new clause: Clause 27.5 A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than the majority of the total number of directors, unless in each case there are only two (2) directors in which case the quorum is two (2). In the case of a tied vote at any meeting of directors, the Chairman of the Board shall have a casting vote. (iv) To amend and replace the existing clause 27.8 with the following new clause: Clause 27.8 An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by the majority of the directors for the time being or by all of the members for the time being of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one (1) or more directors. The resolution shall take effect on the earliest date upon which all of the directors for the time being or by all of the members for the time being of the committee, as the case may be, have consented to the resolution in writing. (v) To amend and replace the existing clause 28.1 with the following new clause: Clause 28.1 The directors may, by Resolution of Directors, designate one (1) or more committees, each consisting of one (1) or more directors, and delegate one (1) or more of their powers, including the power to affix the Seal, to the committee. Without limitation to the foregoing, the directors may, by Resolution of Directors, appoint a committee comprised solely of one (1) or more Independent Directors (any such committee being an Independent Committee). The Board shall form an Independent Committee if approval or an existence of an Independent Committee is required under these Articles. (vi) To amend and replace the existing clauses 31.1 and 31.2 with the following new clauses: Clause 31.1 Subject to Article 31.2, the Company shall not enter into or agree to any Related Party Transaction unless such Related Party Transaction has been approved either by an Independent Committee or the majority of the directors who are not interested in such Related Party Transaction. Clause 31.2 A Related Party Transaction shall not require the approval of the Independent Committee or the majority of the directors who are not interested in such Related Party Transaction if: 31.2.1 it is a transaction made in the ordinary course of business of the Company or any of its subsidiaries; or 31.2.2 the Fair Value of the transaction (including a series of connected transactions) does not exceed five million United States Dollars (USUSD 5,000,000). The Shareholders are being asked to approve, confirm and adopt the Amendments and to further authorize the Secretary or the Assistant Secretary of the Company to take the necessary actions on behalf of the Company to submit such Amendments with the Cyprus Registrar of Companies and any other actions pertaining thereto to give effect to the said Amendments within the requirements of the Law. vi. Extraordinary General Meeting 2.1 A notice convening the Extraordinary General Meeting of the Shareholders of the Company at 155 Arch. Makariou III, PROTEAS HOUSE, 5th Floor, 3026, Limassol, Cyprus at 10:00 a.m. Cyprus time on 12 August 2022 is set out at the end of this Circular. The Extraordinary General Meeting is being convened for the purposes of considering and, if thought fit, approving the Amendments. The full text of the resolutions to be passed (the "Resolutions") is set out in the notice at the end of this Circular. 2.2 As per the provisions of the Company's Articles of Association and the relevant provision of the Cyprus Companies Law Cap.113 (the "Law"), any proposed amendments to the Articles of Association of the Company, shall be approved by a Special Resolution of the shareholders of the Company (the "Shareholders") requiring a majority of not less than 75% of the Shareholders entitled to vote and attend such meeting. vii. Covid-19 pandemic 3.1 Given the ongoing Covid-19 global pandemic, the Board has determined pursuant to article 22.12 of the Articles of Association of the Company that it is prudent for the health and safety of the participants that physical attendance at the extraordinary general meeting not be permitted. The Board strongly encourages Shareholders to vote on the Resolutions by submitting a proxy in accordance with the instructions below. 3.2 If a Shareholder wishes to attend the Meeting by electronic means (namely Zoom video conference), please refer to the details of the Zoom meeting set out in the notice of the Meeting. viii. Action to be taken 4.1 Shareholders who hold their Shares in certificated form will find enclosed with this circular a form of proxy for use at the Meeting or at any adjournment thereof (the "Form of Proxy"). The Form of Proxy should be completed in accordance with the instructions printed on it and returned by courier or by hand as soon as possible, to the Company's registered office at 155 Arch.Makariou III, PROTEAS HOUSE, 5th Floor, 3026, Limassol, Cyprus or by email to [e-mail] and [e-mail]. Forms of Proxy, duly completed by Shareholders holding Shares in certificated form, must reach the Company's registered office no later than 10 a.m. Cyprus time on 10 August 2022, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting (as the case may be). 4.2 Holders ("Depositary Interest Holders") of depositary interests in the Shares ("Depositary Interests") will find enclosed with this circular a form of instruction (the "Form of Instruction"). Forms of

(MORE TO FOLLOW) Dow Jones Newswires

July 08, 2022 12:56 ET (16:56 GMT)