Global Ports Investments PLC has announced the results of the Company’s Extraordinary General Meeting (EGM) held under the chairmanship of Mr. Artemis Thomaides.
The EGM adopted the following resolutions:
- THAT the existing Articles of Association of the Company be and are hereby replaced by new Articles of Association, the form and contents of which, annexed to this special resolution as Annex “A”, are hereby approved and adopted by the general meeting as the new Articles of Association of the Company, in substitution for and to the exclusion of the Company’s existing Articles of Association.
- THAT the re-domiciliation of the Company, the change of its legal regime of its country of incorporation to Russian Federation and its continuation as a body corporate in Russian Federation in accordance with the Laws of the Russian Federation in the Russian Federation be and is hereby authorized and approved;
- THAT the application of the Company for the granting of the consent of the “ROC” in order to continue to exist as a body corporate under the legal regime of a country or jurisdiction other than the Republic of Cyprus, as per the provisions of the Cyprus Companies Law, Cap 113, as amended (the “Law”), specifically the Russian Federation and in the territory of the special administrative region on ostrov Russky, Primorsky krai (the “Continuation”), be and is hereby approved and authorised in all respects;
- THAT it is the intention of the Company’s shareholders to transfer the Company’s seat from the Republic of Cyprus to the Russian Federation within 2023;
- THAT the publication of a notice in two daily newspapers of wide circulation in the Republic of Cyprus, which is related to this special resolution, be and is hereby approved and authorised in all respects;
- THAT the financial statements of the Company covering the period of 01/01/2022 to 31/12/2022 and the interim financial statements of the Company covering the period of 01/01/2023 to 09/02/2023 be and are hereby approved;
- THAT following Continuation, the Company’s name will be:
– full name of the Company in Russian – Международная компания акционерное общество «ГЛОБАЛ ПОРТС ИНВЕСТМЕНТС»;
– abbreviated name of the Company in Russian – МКАО «ГПИ»;
– full name of the Company in English – International joint-stock company “GLOBAL PORTS INVESTMENTS”;
– abbreviated name of the Company in English – IJSC “GPI”;
- THAT Mr. Alexander Iodchin, born on 23.12.1981, and Mr. Marinos Kallis, born on 30.01.1970, being two of the directors of the Company (as required by the Law) (the “Authorised Signatories”) be and are hereby authorised and empowered to proceed with the drafting, completion and execution of all statements, applications, declarations, publications and other documents as the case may be, as well as the submission and delivery to the ROC of all the aforesaid documents and to proceed with taking all such actions as required by the Law in order to effect the Continuation;
- THAT, in addition to the above, the Authorised Signatories of the Company shall take all the necessary steps and file the necessary documents required with the Social Insurance Services, the Inland Revenue Department and V.A.T. authorities and/or any other authority in the Republic of Cyprus to obtain the necessary documents required pursuant to the Law and to proceed with taking all such actions as required by the Law in order to effect the Continuation;
- THAT the Articles of Association of the Company as the International Company which will be adapted upon the Continuation (re-domiciliation) of the Company and drafted in accordance with the Laws of the Russian Federation (attached hereto as Annex “B”), the Decision on Issuance of Shares attached hereto as Annex “C” and appointment of Joint Stock Company “Interregional Registration Center” as the registrar (keeper of the shareholder register), to maintain the register of shareholders of the international company are hereby approved;
- THAT the nominal value of the shares and the charter capital of the International joint-stock company “GLOBAL PORTS INVESTMENTS” (Международной компании акционерного общества «ГЛОБАЛ ПОРТС ИНВЕСТМЕНТС») are denominated in the currency of the Russian Federation and the nominal value of the shares shall be equivalent to the nominal value of the shares of GLOBAL PORTS INVESTMENTS PLC denominated in foreign currency at the official exchange rate of the Central Bank of the Russian Federation of the relevant foreign currency as of the date 9 February 2023 indicated at www.cbr.ru;
- THAT the appointment of Mr. Albert Likholet, born on 14.03.1981, to act as the Individual Executive Body (General Director) of the Company under the Laws of the Russian Federation the Company upon the Continuation and subsequently the registration of the Company as an International Company under the Laws of the Russian Federation is hereby approved;
- THAT Mr. Albert Likholet is hereby authorized (without issuing Power of Attorney) to fully represent the Company in the Russian Federation and make any decisions on any matters related to the re-domiciliation of the Company and state registration of the Company, including but not limited to sign, submit, amend (including but not limited to the Decision on Issuance of Shares) and negotiate any respective documents forms required to establish the Company as an International Company under the laws of the Russian Federation, as well as to submit any required statements, applications and declarations;
- THAT no circumstances preventing the state registration of the Company as an International Company under the Laws of the Russian Federation have appeared to exist and Mr. Albert Likholet is hereby authorised to issue such confirmation in writing on behalf of the Company in accordance with the Laws of the Russian Federation;
- THAT the any of the Authorised Signatories be and is hereby authorized to sign an employment contract with the Individual Executive Body (General Director) of the Company upon the registration of the Company as an International Company under the Laws of the Russian Federation.