Fix Price Group PLC: Notice of Extraodinary General Meeting of Shareholders - amendment of the memorandum and articles of association
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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 extraordinary general meeting of Fix Price Group PLC
This document contains a notice of the extraordinary general meeting of the Shareholders of the Company to be held at Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus on 9 November 2023 at 4:00 pm 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 10:00 am Cyprus Time on 3 November 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 31st October 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 EXTRAODINARY 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 9 November 2023 at 4:00 pm Cyprus time for the purpose of considering and, if thought fit, passing the following resolutions. A. AMENDMENT OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION Whereas the Company wishes to transfer its seat from the Republic of Cyprus and become a registered continuing entity in the Astana International Financial Centre ("AIFC") in the Republic of Kazakhstan in accordance with section 354(I) – (P) of the Cyprus Companies Law Cap. 113 (the “Cyprus Law”), Clause 3.34 of the Memorandum of Association, Clause 22.23 of the Articles of Association, and Part 13 of the AIFC Companies Regulations and Part 5 of the AIFC Companies Rules (the “Re-domiciliation”). As a result of the proposed Re-domiciliation, the Company shall be struck off from the Cyprus Registrar register of companies. Whereas for the purposes of the Re-domiciliation, the Company shall adopt the new Articles of Association in compliance with the laws of the Republic of Kazakhstan, AIFC. Furthermore, pursuant to clause 9 of the Company’s current Articles of Association, any amendment to the Memorandum and Articles of Association must be approved by a special resolution of the shareholders of the Company. Accordingly, it is proposed that the shareholders adopt the following resolutions: Special Resolution 1: Resolution to replace the current Memorandum and Articles of Association of the Company with the Articles of Continuation of the Company in compliance with the laws of the AIFC, effective as from the date of registration of the Company as continuing entity in the AIFC. Special resolution 2: Resolution to appoint the following persons each of whom, acting solely, is authorized to (i) represent the Company in all matters with regard to the Re-domiciliation and (ii) sign any document related to the Re-domiciliation and all matters of the Company after the Re-domiciliation:
Special Resolution 3: Resolution to appoint the following person to the position of Directors of the Company under the laws of the Republic of Kazakhstan, AIFC effective as from the date of the Re-domiciliation:
Special resolution 4: Resolution to appoint the following person to the position of Secretary of the Company under the laws of the Republic of Kazakhstan, AIFC effective as from the date of the Re-domiciliation: Azamat Akylbekuly. ____________________________ 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 31st October 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 By an order of the Board Date: 9 October 2023 ANNEX 1Articles of Continuationplease see at https://ir.fix-price.com/investors/general_meetings_of_shareholders/detail/extraordinary-shareholders-meeting-2-november-2023
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 9 November 2023 at 4:00 pm 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 10:00 am Cyprus Time on 3 November 2023 (or not less than 48 hours before the time appointed for holding any adjourned Meeting to) CorporateSecretary@fix-price.com:
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.: | 276861 |
| EQS News ID: | 1744745 |
| End of Announcement | EQS News Service |
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