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NOTICE is hereby given that the Annual General Meeting of the Company will be held on 14 June 2021 at 11:00 AM at Vaduzer-Saal, Giessenstrasse 7, 9490 Vaduz, Liechtenstein. Shareholders may exercise their voting rights through the independent proxy. Please refer to the invitation under item 7 for information on how to authorize and instruct the independent proxy.
The Annual General Meeting will be held for the following purposes:
1) Election of Hans Messmer as Chairman Representative
Due to the ongoing COVID-19 pandemic the Chairman of the Board, Olga Melnikova, might not be able to participate in the Annual General Meeting of the Company. It is proposed to elect Hans Messmer, member of the Board of Directors of the Company, as her representative for the meeting.
2) Election of Sele Frommelt & Partner Rechtsanwälte as Independent Representative
The Board of Directors proposes Sele Frommelt & Partner Rechtsanwälte, as independent representative for this year's Annual General Meeting.
3) Approval of the results for the year ended 31 December 2020
The Board of Directors proposes to approve the annual report, the annual financial statements of EPH European Property Holdings Ltd. and the consolidated financial statements as at 31 December 2020.
The annual business report and the auditor’s report are available for examination by shareholders (i) at the Company’s head office at: EPH European Property Holdings Ltd., c/o Hauteville Trust (BVI) Ltd. P.O. Box 3483, Road Town, Tortola, British Virgin Islands; (ii) at the office of the representative of the Manager, Valartis International Ltd: Valartis Advisory Services SA, St. Annagasse 18, 8001 Zurich, Switzerland and (iii) on the Company website: https://europeanpropertyholdings.com/.
4) The Board of Directors proposes to decide not to pay a dividend from the 2020 results
Due to the ongoing COVID-19 pandemic and the uncertain impact on the economy, the Board of Directors proposes not to pay a dividend for the year 2020.
5) Re-Election of Deloitte AG as Auditor for a period of one year
The Board of Directors proposes the re-election of Deloitte AG, Zurich, Switzerland as the auditors of the Company for a period of one year and to authorise the Board of Directors of the Company to fix their remuneration.
6) Change of the par value of the Company’s shares to USD 1 per share
The Board of Directors is currently considering a potential re-domiciliation of the Company from BVI to Cyprus. In order to enable a potential re-domiciliation the Company’s shares shall be amended from no par value to having a par value of 1 USD each.
Consequently, the Company’s authorized share capital shall be 22,000,000.00 USD (twenty-two million United States dollars), divided into 21,000,000 Ordinary Shares of a par value of 1 USD each and 1,000,000 Series A Shares, of a par value of 1 USD each.
Other business which may properly be brought before the meeting.
In order to attend and exercise their voting rights, shareholders must be entered into the shareholders register as of the close of business on the Record Date of 28 May 2021. The shareholder register is maintained and administered by Computershare Schweiz AG, Baslerstrasse 90, CH-4600 Olten, Switzerland.
A shareholder may either represent his shares in person or be represented by a proxy who may speak and vote on behalf of the shareholder. Shareholders who wish to exercise their voting rights by a proxy must first contact Computershare Schweiz AG, General Meetings Team, P +41 62 205 77 50, Baslerstrasse 90, Postfach, 4601 Olten, Schweiz; firstname.lastname@example.org in order to obtain a proxy (the "Proxy").
The Proxy must be signed and send to the attention of Sele Frommelt & Partner Rechtsanwälte in its capacity as independent representative (the "Independent Representative"), at the following address: Sele Frommelt & Partner Rechtsanwälte AG, Postfach 1617, Meierhofstrasse 5, FL-9490 Vaduz, Fürstentum Liechtenstein, Tel.: +423–237 11 55, Fax: +423–232 00 06. The Proxy must be received by the Independent Representative no later than Friday, 11th June 2021. By returning the signed proxy directly to the Independent Representative, the shareholders authorize the Independent Representative to vote in favour of the proposals of the Board of Directors unless otherwise specified in written instructions in the “Instructions to the independent proxy”.
Entry to the meeting will be by entry card. Registered shareholders as of the Record Date can request an entry card by contacting:
General Meetings Team
Computershare Schweiz AG
P +41 62 205 77 50
Baslerstrasse 90, Postfach, 4601 Olten, Schweiz
The Board of Directors of EPH European Property Holdings Limited
20 May 2021