Fix Price Group PLC: Notice of Annual General Meeting
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Fix Price Group PLC (FIXP)
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 (the “Company”) (incorporated in the Republic of Cyprus under the Cyprus Companies Law Cap. 113 with registered number HE 434185) Circular to Shareholders relating to the annual general meeting of Fix Price Group PLC
This document contains a notice of the annual general meeting of the Shareholders of the Company to be held at Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus on 31 July 2023 at 10:00am Cyprus Time. Shareholders whose name is recorded in the Company’s current register of members holding their respective Shares, 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 Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus or by email to CorporateSecretary@fix-price.com by no later than 9:00am Cyprus Time on 25 July 2023. Depositary Interest Holders may vote by (i) in the case of Rule 144A Depositary Interest Holders, completing and signing a Form of Instruction in accordance with the instructions printed on it and instructing their brokers to submit it to Mediant Communications Inc. by email to voteadr@mediantonline.com or (ii) in the case of Regulation S Depositary Interest Holders by submitting voting instructions for the Meeting (or any adjournment of the Meeting) via CREST, in each case by no later than 12:00pm EST on [25 July 2023 or, if the Meeting is adjourned, 72 hours before the time fixed for the adjourned Meeting (as the case may be). Further instructions relating to the Form of Proxy, Form of Instruction and voting instructions are set out in the notice of the Meeting.
FIX PRICE GROUP PLC (the “Company”) (incorporated in the Republic of Cyprus under the Cyprus Companies Law Cap. 113 with registered number HE 434185)NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS(convened pursuant to article 22 of the articles of association of the Company)NOTICE IS HEREBY GIVEN that a meeting of the shareholders of Fix Price Group PLC (the “Meeting”) will be held at Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus on 31 July 2023 at 10:00 am Cyprus time for the purpose of considering and, if thought fit, passing the following resolutions. A. REVISED NOMINAL VALUE OF SHARES: Establishing par value of EUR 0.0000374 per ordinary share On 24 February 2023, at the recommendation of the Company’s auditors, Papakyriacou & Partners Ltd, the directors approved to change the nominal value of the Company’s shares from €0.001 per share to EUR 0.0000374 in order to reflect the correct amount of share capital actually paid by the Company’s shareholders. Accordingly, the Company is proposing to authorise Messrs. Andreas M. Sofocleous & Co LLC, lawyers, to apply on behalf of the Company with respect to the amendment of the nominal value of shares for the reasons already described and consequently to amend the relevant paragraph in the Memorandum of the Company concerning the nominal value of each share in the Company. Subsequently, and provided that the relevant Court order shall be issued, then the secretary of the Company shall take the relevant actions to the Registrar of Companies in the Republic of Cyprus as per the Court order. Accordingly, it is proposed that the shareholders adopt the following resolutions: Special Resolution 1: Resolution to appoint Messrs, Andreas M. Sofocleous & Co LLC, lawyers, to apply on behalf of the Company with respect to the amendment of the nominal value of shares in the Company as described herein above, and consequently to amend the relevant paragraph in the Memorandum of the Company concerning the nominal value of each share in the Company. Subsequently, and provided that the relevant Court order shall be issued, then the secretary of the Company shall take the relevant actions to the Registrar of Companies in the Republic of Cyprus as per the Court order. Special resolution 2: Resolution to amend paragraph 5 of the Memorandum of the Company as follows: “5 The authorised share capital of the Company is EUR 100,000,000 (one hundred million) divided into 10,000,000,000 (ten billion) shares of EUR 0.0000374 each, with power to issue any of the shares in the capital, original or increased, with or subject to any preferential, special or qualified rights or conditions as regards dividends, repayment of capital, voting or otherwise.", B. RE-ELECTION OF THE DIRECTORS Special Resolution 3: Resolution to re-elect Mr. Sergei Lomakin, Mr. Artem Khachatryan, Mr. Dmitry Kirsanov and Mr. Alexey Makhnev, as Directors to the Board of Directors until the next Annual General Meeting. C. RE-ELECTION OF THE AUDITORS Special Resolution 4:
Resolution to re-elect, Messrs. Papakyriacou & Partners Ltd as auditors of the Company until the next Annual General Meeting.
D. APPROVAL OF THE FINANCIAL STATEMENTS OF THE COMPANY THE YEAR ENDED DECEMBER 31, 2022 Special Resolution 5: Under clause 22.23.14 of the Company’s Articles of Association, a special resolution is required for the holding of the Annual General Meeting for consideration of the financial statements of the Company. Accordingly, it is proposed that the shareholders adopt the following resolution: Resolution to approve the following financial statements of the Company the year ended December 31, 2022: (a) Fix Price Group PLC Report and Consolidated Financial Statements 31 December 2022 (Annex 1); and (b) Fix Price Group PLC Financial Statements 31 December 2022 (Annex 2). E. ACKNOWLEDGEMENT OF THE COMPANY’S ANNUAL REPORT FOR 2022 On 28 April 2023, in accordance with the Listing Rule 14.3.6, the Company submitted an electronic copy of its Annual Report for 2022 to the National Storage Mechanism. A copy of the Annual Report for 2022 can be viewed at https://ir.fix-price.com/investors/regulatory_disclosure/annual_reports. The shareholders are asked to acknowledge the contents of the Annual Report for 2022. Special Resolution 6: The contents of the Company’s Annual Report for 2022 are hereby acknowledged by the shareholders. ____________________________ NOTES The following notes explain the general rights of Shareholders and Depositary Interest Holders and the rights to attend and vote at the Meeting of Shareholders or to appoint someone else to vote on their behalf. Holders of Shares in certificated form
Depositary Interest Holders1 Holders (“Depositary Interest Holders”) of depositary interests in the Shares (“Depositary Interests”) may vote as follows, in each case by no later than 12:00 pm EST on 25 July 2023 or, if the Meeting is adjourned, 72 hours before the time fixed for the adjourned Meeting (as the case may be):
Attendance at the Meeting
General
……………………………… PMS MERCURY CORPORATE SERVICES LTD Secretary of the Company Date: 20 June 2023 ANNEX 1Fix Price Group PLC Report and Consolidated Financial Statements 31 December 2022https://ir.fix-price.com/investors/general_meetings_of_shareholders/detail/annual-general-shareholders-meeting-july-2022
ANNEX 2Fix Price Group PLC Financial Statements 31 December 2022
APPENDIX A
Fix Price Group PLC
(incorporated in the Republic of Cyprus under the Cyprus Companies Law Cap. 113 with registered number HE 434185)
REGISTRATION FORM FOR ATTENDANCE BY ELECTRONIC MEANS
In respect of Meeting to be held at Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus on 31 July 2023 at 10:00am Cyprus Time (the “Meeting”)
In order to attend the Meeting by electronic means (namely, Zoom video conference), please complete the form below and submit it by email by no later than 9:00am Cyprus Time on 25 July 2023 (or not less than 48 hours before the time appointed for holding any adjourned Meeting to):
CorporateSecretary@fix-price.com
Instructions on how to log on to the Zoom video conference will then be emailed to you before the Meeting.
The Company may request additional details to verify the identity and shareholding of any person submitting this registration form. Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. |
| ISIN: | US33835G2057 |
| Category Code: | MSCM |
| TIDM: | FIXP |
| LEI Code: | 549300EXJV1RPGZNH608 |
| Sequence No.: | 252107 |
| EQS News ID: | 1661329 |
| End of Announcement | EQS News Service |
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