MILKILAND: strona spółki
11.02.2021, 16:04
MLK Convocation notice of an Extraordinary General Meeting of Shareholders of Milkiland Public Company Limited
Notice is hereby given of an Extraordinary General Meeting of Shareholders of Milkiland Public Company Limited, a Cyprus company with corporate seat at Nicosia, Cyprus, registration number HE413091 (the "Company") to be held on the March 4, 2021 at 10.00 a.m. (Cyprus time) by electronic means via Zoom (the "General Meeting").
Agenda of the General Meeting The agenda of the General Meeting contains proposals of the Board of Directors of the Company and shall be as follows: 1.Opening of the General Meeting. 2. Appointment of Baker Tilly Klitou as the auditor of Milkiland PCL for preparation of the audited annual accounts for the financial years 2019 and 2020 (voting item). 3.Changes of the composition of the Board of directors 3.1 Approval of termination of services provided by Mr. O. Rozhko (voting item); 3.2. Approval of termination of services provided by Mr. V. Rekov (voting item); 3.3. Appointment of Avraam Georgiou as a non-executive director (voting item). 4. Miscellaneous (for discussion). 5.Closing of the General Meeting. The agenda and the explanatory notes to the agenda can be found on the Company's website (www.milkiland.nl) and are available for inspection at the office of the Company at Strovolou, 77 STROVOLOS CENTER, 3rd floor, Strovolos, 2018, Nicosia, Cyprus. As per the date hereof, the number of outstanding shares in the capital of the Company is 31,250,000 and the number of voting rights is 31,250,000. Registration and Record Date Subject to the provisions of articles 128B and 128D of the the Cyprus Companies Law, Cap. 113 and Regulations. 63 and 153 of the Company’s Articles of Association the Company’s general meetings may be held in whole or in part by electronic means. Pursuant to the laws of the Republic of Cyprus, the record date is the 2 working days before the date of the General Meeting. Therefore, the record date for the General Meeting is the March 02, 2021 at 23:59 p.m. (Cyprus Time) (the "Record Date"). Holders of shares in the Company (including parties participating in a collective deposit) (the "Shareholders" and each a "Shareholder") should request custodian banks or brokers (members of the National Deposit of Securities of Poland) operating their investment accounts on which shares in the capital of the Company are registered, to issue a registered depository certificate evidencing their shareholding in the Company on the Record Date and the right to participate in the General Meeting. To receive information on formal requirements of, and documents to be submitted to the broker or a custodian bank for the purpose of the issuance of registered depository certificates, Shareholders are advised to contact their brokers or custodian bank. These formalities apply mutatis mutandis to others with statutory meeting rights with respect to the Company (the "Other with Meeting Rights" and jointly "Others with Meeting Rights"). A Shareholder or an Other with Meeting Rights who intends to participate in the General Meeting shall have to deposit with the Company such registered depositary certificate as per the Record Date ultimately by the March 02, 2021 at 17:00 p.m. (Cyprus Time). The original registered depository certificates shall be deposited with the Company at its subsidiary’s office in Ukraine (Attn.: Tetiana Pasiechko, Milkiland PCL, 9 Boryspilska Street, 02099, P.O. Box 150, Kyiv, Ukraine). The Shareholders and the Others with Meeting Rights may deliver registered depository certificates as per the Record Date by courier or send them by ordinary registered mail; however, only registered depository certificates delivered to the Company in due time will entitle the Shareholder or the Other with Meeting Rights to participate in the General Meeting. Additionally to the depositary certificates the Shareholders and the Others with Meeting Rights should send their contact details to the email of T. Pasiechko: t.pasiechko@milkiland.com for joining to Zoom conference no later than March 01, 2021 till 17:00 p.m. (Cyprus time). The invitation for joining to Zoom conference will be sent to the indicated emails of Shareholders and the Others with Meeting Rights till 09:30 a.m. (Cyprus time) on the date of the General meeting. Attendance and Proxy The Shareholders and the Others with Meeting Rights may participate in the General Meeting, including the General Meeting that is held in online mode, and exercise their rights at the General Meeting, in person or by an authorised representative or proxyholder. The respective form of proxy is available on the Company's website (www.milkiland.com) and such proxy or authorisation shall have to be received by the Company at its subsidiary's office in Ukraine (Attn.: Tetiana Pasiechko, Milkiland PCL, 9 Boryspilska Street, 02099, P.O. Box 150, Kyiv, Ukraine) and t.pasiechko@milkiland.com at the latest on the March 02, 2021 at 17:00 p.m. (Cyprus Time). . The proxy can only exercise his/her authorization under the written power of attorney if the Shareholders and the Others with Meeting Rights have validly reported their shares in the manner as stated in the section above of this notice of the EGM. If the Shareholders and the Others with Meeting Rights are granting the proxy on behalf of another person (for example in your capacity as an asset manager, agent, authorized representative or otherwise) the Shareholders and the Others with Meeting Rights should also submit evidence to demonstrate that the Shareholders and the Others with Meeting Rights are authorized to issue the proxy on behalf of this other person. The Shareholders and the Others with Meeting Rights or an authorised representative or proxyholder should be ready to demonstrate their identity documents at the beginning of the General Meeting. The Secretary of the General Meeting checks the identity documents of participants and fills in the Attendance list. Shareholders and Others with Meeting Rights may authorise Willem van Walt Meijer as a proxyholder, to take part in the General Meeting by filling in the form of proxy available on the Company's website (www.milkiland.com) and delivering it to the Company. Such proxy shall have to be received by the Company at its subsidiary's office in Ukraine (Attn.: Tetiana Pasiechko, Milkiland PCL, 9 Boryspilska Street, 02099, P.O. Box 150, Kyiv, Ukraine) and t.pasiechko@milkiland.com at the latest on the March 02, 2021 at 17:00 p.m. (Cyprus Time). Proof of identity and legal proxies are required to be admitted to the General Meeting. Other Information In addition to the above rights to vote and appoint a proxy, any Shareholder and any Other with Meeting Rights is further entitled to speak and ask questions related to items on the agenda. The full unabridged text of the documents to be submitted to the General Meeting and all relevant information and documentation that any Shareholder or Others with Meeting Rights might need for the purposes of the General Meeting may be obtained from the Company's website (www.milkiland.com) and these shall be available the latest by the 11th of February 2021 at 17:00 p.m. (Cyprus Time). The Board of Directors
Agenda of the General Meeting The agenda of the General Meeting contains proposals of the Board of Directors of the Company and shall be as follows: 1.Opening of the General Meeting. 2. Appointment of Baker Tilly Klitou as the auditor of Milkiland PCL for preparation of the audited annual accounts for the financial years 2019 and 2020 (voting item). 3.Changes of the composition of the Board of directors 3.1 Approval of termination of services provided by Mr. O. Rozhko (voting item); 3.2. Approval of termination of services provided by Mr. V. Rekov (voting item); 3.3. Appointment of Avraam Georgiou as a non-executive director (voting item). 4. Miscellaneous (for discussion). 5.Closing of the General Meeting. The agenda and the explanatory notes to the agenda can be found on the Company's website (www.milkiland.nl) and are available for inspection at the office of the Company at Strovolou, 77 STROVOLOS CENTER, 3rd floor, Strovolos, 2018, Nicosia, Cyprus. As per the date hereof, the number of outstanding shares in the capital of the Company is 31,250,000 and the number of voting rights is 31,250,000. Registration and Record Date Subject to the provisions of articles 128B and 128D of the the Cyprus Companies Law, Cap. 113 and Regulations. 63 and 153 of the Company’s Articles of Association the Company’s general meetings may be held in whole or in part by electronic means. Pursuant to the laws of the Republic of Cyprus, the record date is the 2 working days before the date of the General Meeting. Therefore, the record date for the General Meeting is the March 02, 2021 at 23:59 p.m. (Cyprus Time) (the "Record Date"). Holders of shares in the Company (including parties participating in a collective deposit) (the "Shareholders" and each a "Shareholder") should request custodian banks or brokers (members of the National Deposit of Securities of Poland) operating their investment accounts on which shares in the capital of the Company are registered, to issue a registered depository certificate evidencing their shareholding in the Company on the Record Date and the right to participate in the General Meeting. To receive information on formal requirements of, and documents to be submitted to the broker or a custodian bank for the purpose of the issuance of registered depository certificates, Shareholders are advised to contact their brokers or custodian bank. These formalities apply mutatis mutandis to others with statutory meeting rights with respect to the Company (the "Other with Meeting Rights" and jointly "Others with Meeting Rights"). A Shareholder or an Other with Meeting Rights who intends to participate in the General Meeting shall have to deposit with the Company such registered depositary certificate as per the Record Date ultimately by the March 02, 2021 at 17:00 p.m. (Cyprus Time). The original registered depository certificates shall be deposited with the Company at its subsidiary’s office in Ukraine (Attn.: Tetiana Pasiechko, Milkiland PCL, 9 Boryspilska Street, 02099, P.O. Box 150, Kyiv, Ukraine). The Shareholders and the Others with Meeting Rights may deliver registered depository certificates as per the Record Date by courier or send them by ordinary registered mail; however, only registered depository certificates delivered to the Company in due time will entitle the Shareholder or the Other with Meeting Rights to participate in the General Meeting. Additionally to the depositary certificates the Shareholders and the Others with Meeting Rights should send their contact details to the email of T. Pasiechko: t.pasiechko@milkiland.com for joining to Zoom conference no later than March 01, 2021 till 17:00 p.m. (Cyprus time). The invitation for joining to Zoom conference will be sent to the indicated emails of Shareholders and the Others with Meeting Rights till 09:30 a.m. (Cyprus time) on the date of the General meeting. Attendance and Proxy The Shareholders and the Others with Meeting Rights may participate in the General Meeting, including the General Meeting that is held in online mode, and exercise their rights at the General Meeting, in person or by an authorised representative or proxyholder. The respective form of proxy is available on the Company's website (www.milkiland.com) and such proxy or authorisation shall have to be received by the Company at its subsidiary's office in Ukraine (Attn.: Tetiana Pasiechko, Milkiland PCL, 9 Boryspilska Street, 02099, P.O. Box 150, Kyiv, Ukraine) and t.pasiechko@milkiland.com at the latest on the March 02, 2021 at 17:00 p.m. (Cyprus Time). . The proxy can only exercise his/her authorization under the written power of attorney if the Shareholders and the Others with Meeting Rights have validly reported their shares in the manner as stated in the section above of this notice of the EGM. If the Shareholders and the Others with Meeting Rights are granting the proxy on behalf of another person (for example in your capacity as an asset manager, agent, authorized representative or otherwise) the Shareholders and the Others with Meeting Rights should also submit evidence to demonstrate that the Shareholders and the Others with Meeting Rights are authorized to issue the proxy on behalf of this other person. The Shareholders and the Others with Meeting Rights or an authorised representative or proxyholder should be ready to demonstrate their identity documents at the beginning of the General Meeting. The Secretary of the General Meeting checks the identity documents of participants and fills in the Attendance list. Shareholders and Others with Meeting Rights may authorise Willem van Walt Meijer as a proxyholder, to take part in the General Meeting by filling in the form of proxy available on the Company's website (www.milkiland.com) and delivering it to the Company. Such proxy shall have to be received by the Company at its subsidiary's office in Ukraine (Attn.: Tetiana Pasiechko, Milkiland PCL, 9 Boryspilska Street, 02099, P.O. Box 150, Kyiv, Ukraine) and t.pasiechko@milkiland.com at the latest on the March 02, 2021 at 17:00 p.m. (Cyprus Time). Proof of identity and legal proxies are required to be admitted to the General Meeting. Other Information In addition to the above rights to vote and appoint a proxy, any Shareholder and any Other with Meeting Rights is further entitled to speak and ask questions related to items on the agenda. The full unabridged text of the documents to be submitted to the General Meeting and all relevant information and documentation that any Shareholder or Others with Meeting Rights might need for the purposes of the General Meeting may be obtained from the Company's website (www.milkiland.com) and these shall be available the latest by the 11th of February 2021 at 17:00 p.m. (Cyprus Time). The Board of Directors