The organisation of public or private events has been banned by European states until different dates. As a precautionary measure to reduce any risk of a new coronavirus, the Board of Directors of Eastern Property Holdings Ltd. (hereinafter the "Company") decided to only invite its two major shareholders to the physical meeting and ask all other shareholders to exercise their rights exclusively through the independent proxy. Please refer to the invitation under item 7 for information on how to authorize and instruct the independent proxy.
NOTICE is hereby given that the Annual General Meeting of the Company will be held on 16 June 2020 at 11:00 AM at Sele Frommelt & Partner Rechtsanwälte, Meierhofstrasse 5, 9490 Vaduz, Liechtenstein with only the chairman representative, auditor, independent proxy and the two main shareholders being present.
The Annual General Meeting will be held for the following purposes:
1) Election of Hans Messmer as Chairman Representative
Due to ongoing Covid-19 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 2019
The Board of Directors proposes to approve the annual report, the annual financial statements of Eastern Property Holdings Ltd. and the consolidated financial statements as at 31 December 2019.
The annual business report and the auditor’s report are available for examination by shareholders (i) at the Company’s head office at: Eastern 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: www.easternpropertyholdings.com.
4) The Board of Directors proposes to decide not to pay a dividend from the 2019 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 2019.
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) Re-election of Gustav Stenbolt as member of the Board of Directors of Eastern Property Holdings Ltd. to hold office until the close of the Annual General Meeting of the Company in 2023 (or any adjournment thereof)
The Board of Directors proposes the re-election of Mr. Gustav Stenbolt, as member of the Board of Directors until the close of the Annual General Meeting of the Company in 2023 (or any adjournment thereof).
Exclusion of any physical participation in the general meeting
As mentioned on the first page of this notice, the Board of Directors has decided to exclude physical presence of minority shareholders at the Annual General Meeting. Voting rights may only be exercised through the independent representative in writing.
How to exercise voting rights
In order to exercise their voting rights, shareholders must be entered into the shareholders register as of the close of business on the Record Date of 25 May 2020. The shareholder register is maintained and administered by Computershare Schweiz AG, Baslerstrasse 90, CH-4600 Olten, Switzerland.
Shareholders who wish to exercise their rights must first contact Computershare Schweiz AG, General Meetings Team, P +41 62 205 77 50, Baslerstrasse 90, Postfach, 4601 Olten, Schweiz; email@example.com in order to obtain a proxy (the "Proxy").
Shareholders must submit their votes in advance by signing and sending the Proxy 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, 12th June 2020. 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”.
There will be no speeches by the Chairman of the Board of Directors, the representative of the Chairman of the Board of Directors or the management, nor will there be a webcast of the General Meeting. Only the major shareholders and the Independent Representative acting on behalf of the shareholders will be able to vote on the proposals of the Board of Directors.
The Board of Directors of Eastern Property Holdings Limited
13 May 2020