GLPR.L Regulatory News (GLPR)

For immediate release 10 February 2023

Global Ports Investments PLC

EGM Announcement and conversion of non-voting shares

Global Ports Investments PLC ("Global Ports" or the "Company" and, together with its subsidiaries and joint ventures, the "Group") (LSE ticker: GLPR) today announces that the Extraordinary General Meeting of the Members of Global Ports Investments Plc ("The Company") will be held at Omirou, 20, Agios Nikolaos, 3095, Limassol, Cyprus on 02 March 2023 at 08-00 am (Cyprus time), to consider and, if thought fit, pass the resolutions 1 to 15, being items of special business as follows:

1. That the Articles of Association of the Company be and are hereby amended with the addition of a new section named "TRANSFER OF REGISTERED OFFICE" forming a new Regulation 157 after the current Regulation 156, as follows:

"TRANSFER OF REGISTERED OFFICE

Subject to the relevant provisions of the Law, including, inter alia, a special resolution passed by the shareholders of the Company and the obtaining of the consent of the Registrar of Companies, the Company may continue and/or transfer its seat and/or its registered office to another country or jurisdiction outside the Republic of Cyprus and may take all necessary actions to give effect to this purpose." and that the secretary of the Company be and is hereby authorized to proceed with making all necessary filings with the Cyprus Registrar of Companies (the "ROC") in order to affect the aforementioned amendment and/or change.

2. THAT the re-domiciliation of the Company, the change of its legal regime of its country of incorporation to Russian Federation and its continuation as a body corporate in Russian Federation in accordance with the Laws of the Russian Federation in the Russian Federation be and is hereby authorized and approved;

3. THAT the application of the Company for the granting of the consent of the "ROC" in order to continue to exist as a body corporate under the legal regime of a country or jurisdiction other than the Republic of Cyprus, as per the provisions of the Cyprus Companies Law, Cap 113, as amended (the "Law"), specifically the Russian Federation and in the territory of the special administrative region on ostrov Russky, Primorsky krai (the "Continuation"), be and is hereby approved and authorised in all respects;

4. THAT it is the intention of the Company's shareholders to transfer the Company's seat from the Republic of Cyprus to the Russian Federation within 2023;

5. THAT the publication of a notice in two daily newspapers of wide circulation in the Republic of Cyprus, which is related to this special resolution, be and is hereby approved and authorised in all respects;

6. THAT the financial statements of the Company covering the period of 01/01/2022 to 31/12/2022 and the interim financial statements of the Company covering the period of 01/01/2023 to 09/02/2023 be and are hereby approved;

7. THAT following Continuation, the Company's name will be:

- full name of the Company in Russian - Международная компания акционерное общество «ГЛОБАЛ ПОРТС ИНВЕСТМЕНТС»;

- abbreviated name of the Company in Russian - МКАО «ГПИ»;

- full name of the Company in English - International joint-stock company "GLOBAL PORTS INVESTMENTS";

- abbreviated name of the Company in English - IJSC "GPI";

8. THAT Mr. Alexander Iodchin, born on 23.12.1981, and Mr. Marinos Kallis, born on 30.01.1970, being two of the directors of the Company (as required by the Law) (the "Authorised Signatories") be and are hereby authorised and empowered to proceed with the drafting, completion and execution of all statements, applications, declarations, publications and other documents as the case may be, as well as the submission and delivery to the ROC of all the aforesaid documents and to proceed with taking all such actions as required by the Law in order to effect the Continuation;

9. THAT, in addition to the above, the Authorised Signatories of the Company shall take all the necessary steps and file the necessary documents required with the Social Insurance Services, the Inland Revenue Department and V.A.T. authorities and/or any other authority in the Republic of Cyprus to obtain the necessary documents required pursuant to the Law and to proceed with taking all such actions as required by the Law in order to effect the Continuation;

10. THAT the Articles of Association of the Company as the International Company which will be adapted upon the Continuation (re-domiciliation) of the Company and drafted in accordance with the Laws of the Russian Federation (attached hereto as Annex "A"), the Decision on Issuance of Shares attached hereto as Annex "B" and appointment of Joint Stock Company "Interregional Registration Center" as the registrar (keeper of the shareholder register), to maintain the register of shareholders of the international company are hereby approved;

11. THAT the nominal value of the shares and the charter capital of the International joint-stock company "GLOBAL PORTS INVESTMENTS" (Международной компании акционерного общества «ГЛОБАЛ ПОРТС ИНВЕСТМЕНТС») are denominated in the currency of the Russian Federation and the nominal value of the shares shall be equivalent to the nominal value of the shares of GLOBAL PORTS INVESTMENTS PLC denominated in foreign currency at the official exchange rate of the Central Bank of the Russian Federation of the relevant foreign currency as of the date 9 February 2023 indicated at www.cbr.ru;

12. THAT the appointment of Mr. Albert Likholet, born on 14.03.1981, to act as the Individual Executive Body (General Director) of the Company under the Laws of the Russian Federation the Company upon the Continuation and subsequently the registration of the Company as an International Company under the Laws of the Russian Federation is hereby approved;

13. THAT Mr. Albert Likholet is hereby authorized (without issuing Power of Attorney) to fully represent the Company in the Russian Federation and make any decisions on any matters related to the re-domiciliation of the Company and state registration of the Company, including but not limited to sign, submit, amend (including but not limited to the Decision on Issuance of Shares) and negotiate any respective documents forms required to establish the Company as an International Company under the laws of the Russian Federation, as well as to submit any required statements, applications and declarations;

14. THAT no circumstances preventing the state registration of the Company as an International Company under the Laws of the Russian Federation have appeared to exist and Mr. Albert Likholet is hereby authorised to issue such confirmation in writing on behalf of the Company in accordance with the Laws of the Russian Federation;

15. THAT the any of the Authorised Signatories be and is hereby authorized to sign an employment contract with the Individual Executive Body (General Director) of the Company upon the registration of the Company as an International Company under the Laws of the Russian Federation.

Also, the Company was notified that all holders of non-voting shares converted them into voting. As a result of the conversion the share capital of Global Ports consists of 573,170,731 voting shares

Further information is available in the following Appendices:

● Appendix 1: Financial statements of the Company covering the period of 01/01/2022 to 31/12/2022 is available here:

http://www.rns-pdf.londonstockexchange.com/rns/5083P_3-2023-2-9.pdf

● Appendix 2: Interim financial statements of the Company covering the period of 01/01/2023 to 09/02/2023 is available here: 

http://www.rns-pdf.londonstockexchange.com/rns/5083P_2-2023-2-9.pdf 

● Appendix 3: Articles of Association of the Company as the International Company which will be adapted upon the Continuation (re-domiciliation) of the Company and drafted in accordance with the Laws of the Russian Federation (Annex "A") is available:

http://www.rns-pdf.londonstockexchange.com/rns/5083P_1-2023-2-9.pdf 

● Appendix 4: Decision on Issuance of Shares (Annex "B") is available here:

http://www.rns-pdf.londonstockexchange.com/rns/5083P_4-2023-2-9.pdf

ENQUIRIES

NOTES TO EDITORS

Global Ports Investments PLC is the leading operator of container terminals in the Russian market in terms of capacity and container throughput.[1]

Global Ports' terminals are located in the Baltic and Far East Basins, key regions for foreign Russian trade and transit cargo flows. Global Ports operates five container terminals in Russia (Petrolesport, First Container Terminal, Ust-Luga Container Terminal[2] and Moby Dik in the Russian Baltics, and Vostochnaya Stevedoring Company in the Russian Far East) and two container terminals in Finland[3] (Multi-Link Terminals in Helsinki and Kotka). Global Ports also owns inland container terminal Yanino Logistics Park located in the vicinity of St. Petersburg.

Global Ports' revenue for the first half of 2022 was USD 271.6 million and Adjusted EBITDA was USD 145.6 million. Consolidated Marine Container Throughput was 611 thousand TEUs in the first half of 2022.

Global Ports' major shareholder is Delo Group, the largest intermodal container and port operator in Russia[4] (61.5%). 20.5% of Global Ports shares are traded in the form of global depositary receipts listed on the Main Market of the London Stock Exchange (LSE ticker: GLPR).

For more information please see: www.globalports.com

LEGAL DISCLAIMER

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of Global Ports. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might" or the negative of such terms or other similar expressions. Any forward-looking statement is based on information available to Global Ports as of the date of the statement and, other than in accordance with its legal or regulatory obligations, Global Ports does not intend or undertake to update or revise these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements involve known and unknown risks and Global Ports wishes to caution you that these statements are only predictions and that actual events or results may differ materially from what is expressed or implied by these statements. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of Global Ports, including, among others, general political and economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries Global Ports operates in, as well as many other risks related to Global Ports and its operations. All written or oral forward-looking statements attributable to Global Ports are qualified by this caution.