Контакт-центр 0 800-501-513, короткий моб. номер 470 (call-back)

NOTICE

NOTICE

/
Дата26.08.2016

of the Extraordinary General Shareholders Meeting of PJSC “HDI strakhuvannya”

 

Full name of the Company:

Public Joint Stock Company “HDI strakhuvannya”

Location of the Company in accordance with its Articles of Association: 102 Velyka Vasylkivska St., Kyiv, 03150.

 

Dear Shareholders!

 

Public Joint Stock Company “HDI strakhuvannya” notifies you that the Extraordinary General Shareholders Meeting of PJSC “HDI strakhuvannya” will take place on 29 September 2016 at 10.00AM at the address: 102 Velyka Vasylkivska Str., Kyiv, Ukraine (the conference hall of PJSC “HDI strakhuvannya”).

Registration of the shareholders and their representatives to take part in the Extraordinary General Shareholders Meeting will be carried out on 29 September 2016 from 9.00AM to 9.45AM at the address: 102 Velyka Vasylkivska Str., Kyiv, Ukraine (the conference hall of PJSC “HDI strakhuvannya”).

Registration of the shareholders and their representatives to take part in the Extraordinary General Shareholders Meeting will be carried out under the list of the shareholders entitled to take part in the Extraordinary General Shareholders Meeting, which was formed 3 (three) business days prior to the Extraordinary General Shareholders Meeting, at midnight (12:00AM) of 23 September 2016.

For the purpose of participation in the meeting, the shareholders should have their passports and the shareholders’ representatives – passports and powers of attorney authorizing them to represent the shareholders at the general meetings and issued in accordance with effective law.

Registration of a shareholder (or shareholder’s representative) to participate in the Extraordinary General Shareholders Meeting can be disallowed by the Registration Committee, should a shareholder (its representative) be without the identification documents and, in case of participation of a shareholder’s representative, — also without the documents confirming the authorities of such representative to take part in the Extraordinary General Meeting of the Company’s Shareholders, and if the shareholder is not included into the list of shareholders entitled to participate in the General Shareholders Meeting, which will be formed 3 (three) business days prior to the General Shareholders Meeting, at midnight (12:00AM) of 23 September 2016.

During preparation to the General Shareholders Meeting the shareholders are entitled to be familiarized with the documents required for making decisions on the issues included to the agenda. Familiarization with the materials will take place from the date the present notice is sent to the shareholders and to 28 September 2016 (incl.), from Monday to Friday, from 10.00A.M. to 11.00A.M. at the address: 102 Velyka Vasylkivska Str., Kyiv 03150 (conference room of PJSC “HDI strakhuvannya”). The officer responsible for arranging for familiarization of the shareholders with the materials of the Meeting is the Chairman of the Management Board Volkov Oleksandr Vasylovych or another person authorized by him.

On 29 September 2016, familiarization of the shareholders with the documents required for making decisions on the issues included to the agenda will be carried out at the place of registration for participation in the Extraordinary General Shareholders Meeting and at the place the General Meeting of the Shareholders is held.

 

            List of the issues to be voted for

(agenda of the Extraordinary General Meeting of the Shareholders):

 

 

1) Election of members of the Ballot Committee of the Extraordinary General Shareholders Meeting of PJSC “HDI strakhuvannya” and making a decision as to termination of their authorities.

2) Election of the Secretary of the Extraordinary General Shareholders Meeting of PJSC “HDI strakhuvannya”.

3) Approving the procedure (rules) for holding the Extraordinary General Shareholders Meeting of PJSC “HDI strakhuvannya”.

4) Termination of authorities of the following members of the Supervisory Board of PJSC “HDI strakhuvannya”: Sven Fokkema (Chairman of the Supervisory Board), David Hullin (member of the Supervisory Board).

5) Appointment of members of the Supervisory Board of the Company using cumulative voting approving terms and conditions of civil contracts with the appointed member of the Supervisory Board, and concluding civil agreements with them..

6) Termination of authorities of the members of the Audit Committee of the Company: Michael Schmidt-Rosin (Chairman of the Audit Committee), Sonja Oberhauser (member of the Audit Committee).

7) Appointment of members of the Audit Committee of the Company using cumulative voting.

8) Change of the name of PJSC “HDI strakhuvannya”.

9) Amending the Company’s Articles of Association in connection with the change of its name and bringing the Articles of Association in line with the effective laws by restating the Articles of Association.

10) In connection with the change of the Company’s name and restatement of the Company’s Articles of Association, amending the Company’s internal regulations by restating them.

 

            Draft decisions on issues of the agenda

 

On issue 1:

1.1.            To appoint Novotorov Oleksandr Leonidovych, Lahodiuk Yevhen Stepanovych, Kustova Viktoriia Leonidivna as members of the Ballot Committee of the Extraordinary General Shareholders Meeting of PJSC “HDI strakhuvannya”.

1.2.            Terminate the authorities of the Ballot Committee of the Extraordinary General Shareholders Meeting of PJSC “HDI strakhuvannya” after full performance of their obligations.

On issue 2:

2. To elect Kovalova Iryna Viktorivna as the Secretary the Extraordinary General Shareholders Meeting of PJSC “HDI strakhuvannya”.

On issue 3:

3. To approve the following procedure (rules) for holding the Extraordinary General Shareholders Meeting of PJSC “HDI strakhuvannya”:

—        Voting on the Shareholders Meeting should be performed as follows: voting on issues included to the agenda should be carried out using voting bulletins;

—        Speech on one issue of the agenda should be up to 10 minutes;

—        Decisions should be made via voting for the proposed suggestion in full; in case any of the proposed suggestions does not receive enough votes, the respective issue of the agenda should be considered not adopted (voting for the parts of a suggestion is not allowed);

—        After the General Meeting is opened, before commencing and during considering of respective issues of the agenda, each participant of the General Meeting may submit a written request for a speech on the matters included to the agenda. After considering of certain issues of the agenda is completed, participants may not submit requests in respect of such issues;

—        A written request should be passed to the Secretary of the General Meeting and contain full name of the shareholder (his/her proxy, if applicable) and the subject matter of the speech;

—        The requests received by the Secretary of the General Meeting should be then passed to the Chairman of the General Meeting;

—        Each participant of the General Meeting is entitled to deliver one speech on one issue of the agenda; the number of issues of the agenda on which the participant of the General Meeting in entitled to deliver a speech is not limited;

—        The participant’s speech should be limited exclusively to the issue of agenda with respect to which the request was submitted, as well as to the subject matter indicated in the request, and continue for not more than three minutes;

—        None of the participants is entitled to deliver a speech without a permission of the Chairman of the General Meeting. The Chairman of the General Meeting is entitled to interrupt the participant violating this procedure and refuse him/her the right to speak;

—        Questions from participants of the General Meeting should be passed to the Secretary of the General Meeting exclusively in writing and indicating full name of the shareholder (his/her proxy, if applicable) initiating the question;

—        Verbal questions and anonymous questions should not be considered;

—        The questions transferred to the Secretary of the General Meeting should then be passed to the Chairman of the General Meeting, and considered in the final part of the General Meeting, after all issues of the agenda are considered;

—        The time for answering one question received from the General Meeting participants should not exceed 5 minutes;

—        Calculating the voting results with respect to one issue of the agenda by the Ballot Committee should not exceed 10 minutes.

On issue 4:

4. To terminate authorities of the the following members of the Supervisory Board of PJSC “HDI strakhuvannya”: Sven Fokkema (Chairman of the Supervisory Board), David Hullin (member of the Supervisory Board), starting 29 September 2016.

On issue 5:

5.1.    To appoint the members of the Supervisory Board using cumulative voting.

5.2.    To approve terms and conditions of civil contracts with the appointed members of the Supervisory Board.

5.3.    To authorize the Chairman of the Management Board Volkov Oleksandr Vasyvovych and the member of the Board – the Deputy Chairman of the Board Gryb Olga Petrivna to sign civil agreement with the appointed members of the Supervisory Board on behalf of the Company.

On issue 6:

6.    To terminate authorities of the members of the Audit Committee of PJSC “HDI strakhuvannya”: Michael Schmidt-Rosin (Chairman of the Audit Committee), Sonja Oberhauser  (member of the Audit Committee).

On issue 7:

7.    To appoint the members of the Audit Committee of the Company using cumulative voting.

On issue 8:

8.    To change the name of of PJSC “HDI strakhuvannya” to:

·      Full name in Ukrainian – Публічне акціонерне товариство «Страхова компанія «Євроінс Україна».

·      Short name in Ukrainian – ПрАТ «СК «Євроінс Україна».

·      Full name in English – Public Joint-Stock Company «Euroins Ukraine Insurance Company».

·      Short name in English – PJSC «Euroins Ukraine IC».

On issue 9:

9.1. To make amendments to the Company’s Articles of Association by its restatement.

9.2. To approve a new edition of the Company’s Articles of Association.

9.3. To authorize the Chairman and the Secretary of the Extraordinary General Shareholders Meeting of the Company to sign the new edition of the Company’s Articles of Association.

9.4. To authorize the Head of the Board of the Company to perform all necessary actions required for the state registration of the new edition of the Articles of Association of the Company, with a right to delegate.

On issue 10:

10. To make amendments to the Company’s internal regulations:

10.1. In connection with the change of the Company’s name and approving the new version of the Company’s Articles of Association, to recognize as terminated on 29 September 2016 the following:

—     Regulation on the Supervisory Board of PJSC “HDI strakhuvannya”

—     Regulation on the Audit Committee of PJSC “HDI strakhuvannya”

—     Regulation on the Board of PJSC “HDI strakhuvannya”

—     Regulation on the General Shareholders Meeting of PJSC “HDI strakhuvannya”

—     Code of Corporate Governance of PJSC “HDI strakhuvannya”

10.2. To approve new versions of the following regulations from 30 September 2016:

—     Regulation on the Supervisory Board of PJSC «Euroins Ukraine IC»

—     Regulation on the Audit Committee of PJSC «Euroins Ukraine IC»

—     Regulation on the Board of PJSC «Euroins Ukraine IC»

—     Regulation on the General Shareholders Meeting of PJSC «Euroins Ukraine IC»

—     Code of Corporate Governance of PJSC «Euroins Ukraine IC».

10.3. To authorize the Chairman and the Secretary of the Extraordinary General Shareholders Meeting of the Company to sign the new versions of:

—     Regulation on the Supervisory Board of PJSC «Euroins Ukraine IC»

—     Regulation on the Audit Committee of PJSC «Euroins Ukraine IC»

—     Regulation on the Board of PJSC «Euroins Ukraine IC»

—     Regulation on the General Shareholders Meeting of PJSC «Euroins Ukraine IC»

—     Code of Corporate Governance of PJSC «Euroins Ukraine IC».

Main parameters of financial and economic activity of

PJSC “HDI strakhuvannya” (thousand, UAH)

 

Parameter

period

2015

2014

Total assets 240543 268017
Fixed assets 39230 40549
Long – term financial investments
Stocks 670 280
Total accounts receivable 21344 25666
Monetary funds and their equivalents 146717 172787
Non – distributed income -77617 -83158
Own capital 108320 100810
Authorized capital 71000 71000
Long – term obligations
Current liabilities 64112 111798
Net profit (losses) 8563 4859
Yearly average number of shares (units) 7100000000 7100000000
Number of own shares bought out during the period (units)
Total amount of funds used for buy-out of own shares during the period
Number of employees as of the end of the period (persons) 158 163

 

Telephone in case of query: (044) 247-44-77

Подробное описание Tony Amaradio на нашем сайте.