| WHEREAS (A) The following shareholders of the Company were present at the Extraordinary General Meeting of Shareholders: • 1,Inc Cooperatief U.A., represented by proxyholder Mr. Oleksandr Androshchuk – the owner of 22,973,588 shares of the Company. • R-Assets N.V., represented by proxyholder Willem Scato van Walt Meijer – the owner of 1 562 800 shares of the Company. (B) The Extraordinary General Meeting of Shareholders of the Company conducted the meeting with the following agenda: 1. Opening of the General Meeting. 2. Appointment of Baker Tilly Klitou as the auditor of Milkiland PCL for preparation of the audited annual accounts for the financial years 2019 and 2020 (voting item). 3. Changes of the composition of the Board of directors 3.1. Approval of termination of services provided by Mr. O. Rozhko (voting item); 3.2. Approval of termination of services provided by Mr. V. Rekov (voting item); 3.3.Appointment of Avraam Georgiou as a non-executive director (voting item). 4. Miscellaneous (for discussion). 5. Closing of the General Meeting. (C) Mr. Oleksandr Androshchuk was appointed as a Chairman of the Meeting, took the chair and declared the Meeting open having satisfied himself that due notice of the date, time, place, and the agenda of the Meeting had been given to all persons entitled thereto and that there is a quorum in accordance with Articles 54 &-65 of the Company’s Articles of Association. (D) Secretary of the Company, Zedana Secretarial Limited, represented by proxyholder Tetiana Pasiechko is present at the Meeting and acting as the Secretary of the Meeting. (E) The General meeting of the Company have fully and carefully considered all items (voting and non-voting) of the agenda and the relevant circumstances and deem in the best interests of the Company to agree, acknowledge and approve all of the matters set forth herein. IT IS HEREBY RESOLVED AS FOLLOWS: 1. The voting item of the Agenda of the Extraordinary General Meeting of Shareholders: 2.Appointment of Baker Tilly Klitou as the auditor of Milkiland PCL for preparation of the audited annual accounts for the financial years 2019 and 2020. Resolution of the EGM: to appoint Baker Tilly Klitou as the auditor of Milkiland PCL for preparation of the audited annual accounts for the financial years 2019 and 2020. 24,536,388 votes (being 78,52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 2. The voting item of the Agenda of the Extraordinary General Meeting of Shareholders: 3.1. Approval of termination of services provided by Mr. O. Rozhko. from the position of non-executive director of the Board of Directors Resolution of the EGM: to approve resignation of Oleg Rozhko from the position of non-executive director of the Board of Directors. 24,536,388 votes (being 78,52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 3. The voting item of the Agenda of the Extraordinary General Meeting of Shareholders: 3.2. Approval of termination of services provided by Mr. V. Rekov. from the position of non-executive director of the Board of Directors Resolution of the EGM: to approve resignation of Vyacheslav Rekov from the position of non-executive director of the Board of Directors. 24,536,388 votes (being 78,52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 4. The voting item of the Agenda of the Extraordinary General Meeting of Shareholders: 3.3. Appointment of Avraam Georgiou as a non-executive director of the Board of Directors. Resolution of the EGM: to appoint Avraam Georgiou as a non-executive director of the Board of Directors. 24,536,388 votes (being 78,52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. IT IS HEREBY FURTHERMORE CONFIRMED: I. that the approval of above-mentioned documents and decisions falls within the scope of the Company’s objects clause as set out in article 3 of the Company’s Memorandum of Association; II. that the approval of above mentioned documents and decisions will not contravene the existing contractual obligations of the Company and the terms of any security that the Company may have granted and is not prejudicial to the interests of creditors of the Company; III. that at the time of deciding to bind the Company to the above mentioned documents and decisions the Company was solvent and there is no indication that implementation of these documents and decisions by the Company would endanger the Company’s solvability; IV. all resolutions contained herein, and all legal acts hereby made or constituted were duly resolved and these resolutions shall have immediate effect. This resolution may be signed in counterparts, all of which when taken together shall be construed as one and the same document. IT IS HEREBY CERTIFIED that the above is a true Resolution of the Extraordinary General Meeting of Shareholders of the Company held on March 04, 2021 and that the resolution set forth above was duly passed in accordance with and complies with the Articles of Association of the Company and that such resolution will not infringe any restrictions affecting the Company’s shareholders. | |
