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Fix Price Group Ltd. (FIXP)
Fix Price Group Ltd. : Results of voting at the Company's 2022 Extraordinary General Meeting of Shareholders
30-March-2022 / 17:08 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.
30 March 2022
Fix Price Group Ltd (the "Company")
Results of voting at the Company's 2022 Extraordinary General Meeting of Shareholders ("EGM")
The Company today announces the results of the poll votes on the resolutions put to the shareholders at the Company's EGM held on 30 March 2022. All of the resolutions proposed at the EGM were passed by the shareholders by the requisite majority in the manner indicated in the table below:
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FOR
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%
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AGAINST
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%
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WITHHELD
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1. Resolution to approve the proposed continuation of the Company from the British Virgin Islands into the Republic of Cyprus.
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818,356,711
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96.28%
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31,578,289
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3.72%
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65,000
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0.01%
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2. Resolution to approve that, if such continuation of the Company is granted by the Registry under the laws of the Republic of Cyprus, subject to the Par Value Amendment first being effected and subject to the Continuation occurring:
- the Company continue its incorporation in the Republic of Cyprus and discontinue its incorporation under the laws of the British Virgin Islands;
- the Company's registered office be changed to 155 Arch. Makariou III, Proteas House, 5th Floor, 3026, Limassol, Cyprus;
- the Company take the form of a public limited liability company under the laws of the Republic of Cyprus;
- the Company's memorandum and articles of association be amended in their entirety and replaced by the Cyprus Articles, with such further consequential amendments (effective immediately prior to such continuation) as the directors of the Company may in their absolute discretion deem necessary or appropriate in connection with the continuation;
- the Company's official company name be changed to "Fix Price Group PLC";
- Ms Aikaterini Arampidou (Cyprus passport # L00025004) be appointed as a corporate secretary of the Company who will maintain the registers of members and directors and other corporate records of the Company effective 1 April 2022. PMS Mercury Corporate Services Ltd of 155 Archiepiskopou Makariou III, Proteas House, 5th Floor, 3026, Limassol, Cyprus be appointed as the new assistant corporate secretary of the Company, immediately after the continuation of the Company in the Republic of Cyprus;
- the directors of the Company be and hereby are authorised to do any and all things necessary to effect the registration of the continuation of the Company into the Republic of Cyprus;
- the registered agent of the Company in the British Virgin Islands, Conyers Trust Company (BVI) Limited, be and is hereby authorised to do any and all things necessary to give effect to the foregoing resolutions including the notification of the proposed redomiciliation and such filings required by the laws of the British Virgin Islands to be made at the Registry of Corporate Affairs in the British Virgin Islands; and
- As noted in Special Resolution 1, Ms. Androula Chatzicharalampous, from the Republic of Cyprus, with ID card no: 777245, a lawyer practicing in the Republic of Cyprus with license number 2920 be and is hereby appointed as the authorized representative of the Company and be and is authorised to sign and execute any necessary document for the redomiciliation of the Company in the Republic of Cyprus.
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818,356,711
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96.28%
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31,578,289
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3.72%
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65,000
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0.01%
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3. Resolution to approve the Par Value Amendment and to authorise and instruct the registered agent of the Company to immediately make all such filings with the Registrar of Corporate Affairs in the British Virgin Islands to reflect the Par Value Amendment (either by filing notice of the Par Value Amendment pursuant to Section 13(1)(a) of the BVI Business Companies Act, 2004 (as amended) (the "Act") or an amended and restated version of the Company's memorandum and articles pursuant to Section 13(1)(b) of the Act).
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818,750,479
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96.32%
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31,184,521
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3.67%
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65,000
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0.01%
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4. Resolution to re-elect, with effect from the moment the Cyprus Articles come into force, each current Director (i.e., Dmitry Nikolaevich Kirsanov, Alexander Anatolievich Tynkovan, Gregor William Mowat, Elena Titova, Alexey Makhnev, Sergei Aleksandrovich Lomakin and Artem Karenovich Khachatryan) to the Board of Directors until the next Annual General Meeting.
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803,676,369
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94.55%
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41,291,145
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4.86%
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5,032,486
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0.59%
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The results of voting at the EGM is available on the Company's website at https://ir.fix-price.com/. In accordance with the Listing Rule 14.3.6, an electronic copy of this announcement has been submitted to the National Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/NSM.
Withheld votes are not counted in the calculation of votes for or against any resolution.
The total number of ordinary shares in the Company eligible to be voted at the EGM was 850,000,000.
For further information, please contact:
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