Mhp Reg S Regulatory News (MHPC)

PRESS RELEASE

October 25, 2017

MHP SE

Results of EGM

MHP SE (LSE: MHPC) (''MHP'' or ''The Company'') today announces that at its Extraordinary General Meeting of shareholders ("Meeting"), held at 5, rue Guillaume Kroll, Luxembourg, L-1882, on Thursday, October 24, 2017 all resolutions were adopted (please see the attached file with signed Minutes of EGM).

The agenda of the Meeting was as follows:

1. Approval of the appointment of Mr Raymond William Richards as a new director of the Company for a period ending with the annual general meeting of the shareholders of the Company to be held in 2019 and authorization to the board of directors of the Company to proceed with any formalities that may be required under any applicable laws in relation thereto.

2. Presentation and approval of the draft terms of transfer proposal and of the report issued by the board of directors of the Company in accordance with article 8 of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (the "SE Regulation"), and article 101-2 of the Luxembourg law of 10 August 1915 on commercial companies, as amended in order to transfer the registered office of the Company to Cyprus (the "Transfer Process") which will require in particular to adopt new memorandum and articles of association to comply with the provisions of the Cyprus Companies Law, Cap. 113, Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European Company with regard to the involvement of employees, the SE Regulation and the European Public Limited - Liability Company Regulations 2006 as are applicable in Cyprus (the "New Memorandum and Articles" and "Applicable Laws", respectively).

3. Approval of the transfer of the registered office and central administration of the Company from the Grand Duchy of Luxembourg to Cyprus.

4. Approval of (i) the New Memorandum and Articles of the Company, complying with the Applicable Laws, which are required to be adopted as the new constitutional documents of the Company in order to transfer the Company's registered office from the Grand Duchy of Luxembourg to Cyprus in substitution for and to the entire exclusion of the existing Statutes of the Company and (ii) the subsequent amendments, subject to the approval on the resolutions number 1, 2, 3 and 8, of sections 126, 183 and 185 of the New Memorandum and Articles of the Company in order to reflect (A) the appointment of Mr Raymond William Richards as initial Member of the Administrative Organ of the Company and (B) the recent change of the law applicable to auditors in Cyprus, so as to read such sections as follows:

"126. The first Members of the Administrative Organ, who shall be appointed by and upon the adoption of these Articles, shall be Mr. Yuriy Kosyuk, Mr. John Grant, Mr. Yuriy Melnyk, Mr. John Clifford Rich, Ms. Victoriya B. Kapelushna and Mr Raymond William Richards. The first Members of the Administrative Organ shall hold office until the first annual general meeting of the Company after the adoption of these Articles and shall then be eligible for re-election."

"183. Once at least in every Year the financial statements of the Company shall be examined, and their correctness ascertained by one or more Auditor or Auditors, in accordance with section 152A of the Law and the provisions of the Auditors Law of 2017, as amended from time to time."

"185. Auditors shall be appointed and their duties regulated in accordance with section 155 of the Law and the provisions of the Auditors Law of 2017 as amended from time to time."

5. Acknowledgement of the termination of the mandate of Deloitte Luxembourg as independent auditor (réviseur d'entreprises agréé) of the Company, granting of discharge to Deloitte Luxembourg for the performance of its mandate and appointment of Deloitte Cyprus as new auditor of the Company.

6. Resignation of Alter Domus as corporate secretary of the Company and appointment of Confitrust Limited as new corporate secretary of the Company, with effect from the Transfer Effective Date.

7. Appointment of Mouaimis & Mouaimis LLC as legal consultants and representatives of the Company in Cyprus.

8. Directors of the Company after the Transfer Process is completed.

Note: "The European Union Market Abuse Regulation EU 596/2014 requires MHP SE to disclose that this announcement contains inside information, as defined in that Regulation."

 http://www.rns-pdf.londonstockexchange.com/rns/5781U_-2017-10-25.pdf

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Notes to Editors:

About MHP

MHP is the company belonging to one of the leading agro-industrial group in Ukraine, engaged in poultry products production, having the greatest market share and highest brand recognition for its products. MHP owns and operates each of the key stages of chicken production processes, from feed grains and fodder production to egg hatching and grow out to processing, marketing, distribution and sales (including through MHP's partnership outlets). Vertical integration reduces MHP's dependence on suppliers and its exposure to increases in raw material prices. In addition to cost efficiency, vertical integration also allows MHP to maintain strict biosecurity and to control the quality of its inputs and the resulting quality and consistency of its products through to the point of sale. To support its sales, MHP maintains a distribution network consisting of 11 distribution and logistical centres, within major Ukrainian cities. MHP uses its trucks for the distribution of its products, which Management believes reduces overall transportation costs and delivery times.

MHP also has a leading grain cultivation business growing corn, sunflower and soybeans to support the vertical integration of its chicken production and increasingly other grains, such as wheat and rapeseeds, for sale to third parties. MHP leases around 370,000 ha of agricultural land located primarily in the highly fertile black soil regions of Ukraine.

Since May 15, 2008, MHP has traded on the London Stock Exchange under the ticker symbol

MHPC.