Fix Price Group PLC: Notice of Extraordinary General Meeting of Shareholders - approval of re-domiciliation
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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 3:30 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 12:00 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). 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 3:30 pm Cyprus time for the purpose of considering and, if thought fit, passing the following resolutions. A. RE-DOMICILIATION OF THE COMPANY FROM CYPRUS TO KAZAKHSTAN 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. Accordingly, it is proposed that the shareholders adopt the following resolutions: Special Resolution 1: Resolution to approve the transfer of the Company’s seat from the Republic of Cyprus and registration as a continuing entity in the AIFC in the Republic of Kazakhstan.
Special Resolution 2:
Under s.354L(a) of the Cyprus Law, for the purposes of the Re-domiciliation, a special resolution is required to approve the audited stand-alone financial statements of the Company for the period from 1 January 2023 to 31 August 2023 (Annex 1).
Special Resolution 3: Resolution to authorize, empower and instruct any two Directors of the Company collectively with Messrs. Proteas Management Services Ltd, of Limassol, Cyprus to perform all necessary actions to obtain the permission of the Cyprus Registrar of Companies for the Re-domiciliation and to sign, execute, deliver and submit any documents as may be required under the laws of the Republic of Cyprus for the proposed Re-domiciliation and to notify the Cyprus Registrar of Companies for its intention to perform Re-domiciliation and to take any and all actions required pursuant to the laws of the Republic of Cyprus. ____________________________ 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 Holders
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 1Fix Price Group PLC audited stand-alone financial statements for the period from 1 January 2023 to 31 August 2023please see at https://ir.fix-price.com/investors/general_meetings_of_shareholders/detail/extraordinary-shareholders-meeting-1-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 3:30 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.: | 276859 |
| EQS News ID: | 1744731 |
| End of Announcement | EQS News Service |
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