Lenta Ltd Lenta: EGM results (7113Q)

TIDMLNTR TIDMLNTA

RNS Number : 7113Q

Lenta Ltd

22 October 2019

Lenta Ltd. (the "Company")

Results of voting at the Company's Extraordinary General Meeting ("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 22 October 2019. 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:

 
                                      FOR         %       AGAINST      %     WITHHELD 
 1. Special Resolution 
  to approve the 
  proposed continuation 
  of the Company 
  into the Republic 
  of Cyprus.                       80,740,609   99.71%    233,121    0.29%      0 
                                  -----------  -------  ----------  ------  --------- 
    2. Special Resolution 
     to approve that, 
     if such continuation 
     of the Company 
     is granted by the 
     Registry under 
     the laws of the 
     Republic of Cyprus 
     and subject to 
     the Par Value Amendment 
     (as defined below) 
     first being effected 
     and upon the Continuation 
     occurring: 
     (a) the Company 
     continue its incorporation 
     in the Republic 
     of Cyprus and discontinue 
     its incorporation 
     under the laws 
     of the British 
     Virgin Islands; 
 
     (b) the Company's 
     registered office 
     be changed to Karaiskaki 
     street, 6, CITY 
     HOUSE, 3032, Limassol, 
     Cyprus; 
 
     (c) the Company 
     take the form of 
     a public limited 
     liability company 
     under the laws 
     of the Republic 
     of Cyprus; 
 
     (d) the Company's 
     memorandum and 
     articles of association 
     be amended in their 
     entirety and replaced 
     by the Continuation 
     M&A, 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 
     pursuant to Clause 
     14(a) of the Company's 
     Memorandum of Association; 
 
     (e) the Company's 
     official company 
     name be changed 
     to "Lenta PLC"; 
 
     (f) Crystalserve 
     Secretarial Limited 
     (address - CRYSTALSERVE 
     BUSINESS CENTER, 
     65 Spyrou Kyprianou, 
     Mesa Geitonia, 
     4003, Limassol) 
     be appointed as 
     the new corporate 
     secretary of the 
     Company who will 
     maintain the registers 
     of members and 
     directors and other 
     corporate records 
     of the Company, 
     immediately after 
     the Continuation 
     (of the Company 
     in the Republic 
     of Cyprus); 
 
     (g) 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; and 
 
     (h) the registered 
     agent of the Company, 
     in the British 
     Virgin Islands, 
     Tricor Services 
     (BVI) Limited, 
     be and is hereby 
     authorised to do 
     any and all things 
     necessary to give 
     effect to the foregoing 
     resolutions including 
     the filing required 
     by the laws of 
     the British Virgin 
     Islands to be made 
     at the Registry 
     of Corporate Affairs 
     in the British 
     Virgin Islands.               80,973,730    100%        0        0%        0 
                                  -----------  -------  ----------  ------  --------- 
 
 3. Special 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 
  Act or an amended 
  and restated version 
  of the Company's 
  memorandum and 
  articles pursuant 
  to Section 13(1)(b) 
  of the Act).                     80,973,730    100%        0        0%        0 
                                  -----------  -------  ----------  ------  --------- 
 
 4. Ordinary Resolution 
  to adopt the Disapplication 
  of Preemptive Rights 
  Resolution.                      76,531,689   94.51%   4,442,041   5.49%      0 
                                  -----------  -------  ----------  ------  --------- 
 
 5. Ordinary Resolution 
  to re-elect, with 
  effect from the 
  moment the Continuation 
  M&A come into force, 
  each current Director 
  (i.e., Alexey Mordashov, 
  Alexey Kulichenko, 
  Tomas Korganas, 
  Roman Vasilkov, 
  Michael Lynch Bell, 
  Steve Johnson, 
  Rud Pedersen, Julia 
  Solovieva and Herman 
  Tinga) to the Board 
  of Directors until 
  the next Annual 
  General Meeting.                 80,785,176   99.77%    188,554    0.23%      0 
                                  -----------  -------  ----------  ------  ---------

The results of voting at the EGM can also be viewed on the Company's website at www.lentainvestor.com. In accordance with Listing Rule 14.3.6, an electronic copy of this announcement has been submitted to the National Storage Mechanism and will shortly be available for inspection 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 96,675,410.

For further information, please contact:

Mr. Albert Avetikov

Director for Investor Relations

112B Savushkina Street

Saint Petersburg

Russia 197374

Telephone: +7 812 363 28 44

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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