Exhibit 99.2
 | HEADHUNTER GROUP PLC Godovikova str. 9, bldg. 10, 129085, Moscow Russia |
Tel: +7 495 974 64 27 Email: office@headhunter-group.com |
| |
| |
| |
| |
NOTICE FOR THE CONVOCATION
OF AN EXTRAORDINARY GENERAL MEETING OF
HEADHUNTER GROUP PLC
Distributed electronically to:
The Shareholders:
Highworld Investments Limited
ELQ Investors VIII Limited
Broomfield International Limited
Infrastructure Holding – 3 LLC
Infrastructure Holding – 4 LLC
New Decision – 1 LLC
JPMorgan Chase Bank N.V.
Intertrea Nominees Limited
Fidutrust Management Limited
Incustody Services Limited
Interdilea Nominees Limited
Confiserve Nominees Limited
The Auditors:
JSC KEPT
Papakyriakou & Partners Limited
January 12, 2023
THIS NOTICE IS GIVEN in accordance with Regulation 48 of the Articles of Association of the Company (the Articles) to inform that HEADHUNTER GROUP PLC (the Company) will convene and hold the Extraordinary General Meeting (the Meeting) on February 6, 2023, at 10:00 a.m. (Moscow time) at the Company’s headquarters at bldg. 10, Godovikova str. 9, 129085, Moscow, Russia.
The following agenda items are proposed for consideration and, if thought proper, for approval by the shareholders of the Company:
| 1. | APPROVAL OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF THE COMPANY |
On the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the Board) has considered, approved and recommended to the Meeting to consider and approve the amended and restated Articles of Association of the Company, as set forth in Annex A hereto (the Amended Articles).
THE FOLLOWING SPECIAL RESOLUTION IS PROPOSED:
To approve the Amended Articles.
RECORD DATE:
Only the holders of ordinary shares of the Company whose name is registered in the Register of Members of the Company on the end of business as of January 20, 2023, are entitled to attend and vote at the Meeting either personally or by proxy, and such proxy need not be a shareholder of the Company.
For determination of holders of the ADSs who shall be entitled to receive this notice of the Meeting along with any supporting materials and give instructions for the exercise of any voting rights, the record date is set as January 20, 2023.
PROXY:
The instrument appointing a proxy shall be in writing under the hand of the appointer or, if the appointer is a corporation, either under seal or under the hand of an officer and shall be made in the form as attached hereto or a form as near thereto as circumstances admit.
Original of any instrument of proxy or its notarized copy shall be deposited at the Company’s headquarters at bldg. 10, Godovikova str. 9, 129085, Moscow, Russia, and a copy of such instrument of proxy shall be delivered to the Company:
| (a) | by electronic mail, to office@headhunter-group.com, OR |
| (b) | by facsimile, to +7 495 788 68 70, |
According to Regulation 68 of the Articles, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company at any time before the time for holding the Meeting. Proxies submitted thereafter will not be considered.
VOTING:
According to Regulation 61 of the Articles, if any resolution put to the vote of the Meeting shall be decided on a show of hands, every shareholder present in person or by proxy shall have one (1) vote, and on a poll, every shareholder shall have one (1) vote for each share of which he is the holder.
The ADSs holders, who are entitled to receive notice of the Meeting and vote thereon, shall exercise their voting rights in accordance with relevant provisions of the Deposit Agreement dated May 8, 2019, of which a copy is available for no charge at: https://www.sec.gov/Archives/edgar/data/1721181/000119312519119520/d734362dex41.htm
MATERIALS:
Copies of materials related to the Meeting, including this notice of the Meeting, forms of instruments appointing proxy, and copies of the amended and restated Articles of Association of the Company are available for no charge as follows:
| • | in electronic form on the Company’s website: https://investor.hh.ru/governance/annual-general-meetings; |
| • | in hard copy at the Company’s headquarters: bldg. 10, Godovikova str. 9, 129085, Moscow, Russia; |
| • | copies of the financial statements will be provided by the Company or the Depository upon request. |
To be distributed electronically.
Enclosed:
Annex A – Amended and Restated Articles of Association of the Company
Yours faithfully,
| | |
| BY THE ORDER OF THE BOARD | |
Christina Tyllirou
on behalf of
TOP SECRETARIAL LIMITED
SECRETARY OF HEADHUNTER GROUP PLC
FORM OF INSTRUMENT APPOINTING A PROXY TO EXERCISE DISCRETION
(To be printed out on the official letterhead)
PROXY
I/We, (Insert Full Name of Shareholder), of (Insert Registered Address of Shareholder), being a Member/Members of HEADHUNTER GROUP PLC, registration No.: 332806 (the Company), hereby appoint (Insert Full Name of Proxy) _________________________________________ (passport No._____________, residing at ______________________________________) (the Proxy), as my/our proxy to vote (either on a show of hands or on a poll) for me/us or on my/our behalf at the at the Annual General Meeting of the Company, to be held on February 6, 2023, and at any adjournment thereof, at his/her own discretion as the Proxy may deem appropriate and to request voting on a poll if the Proxy deems it appropriate.
Signed this ____ day of ______________, 2023.
| Signature: | | | |
| | |
| Name of Shareholder: | | |
(To be stamped with the corporate seal, if any)
FORM OF INSTRUMENT APPOINTING A PROXY TO VOTE BY INSTRUCTION
(To be printed out on the official letterhead)
PROXY
I/We, (Insert Full Name of Shareholder), of (Insert Registered Address of Shareholder), being a Member/Members of HEADHUNTER GROUP PLC, registration No.: 332806 (the Company), holding (Insert Number of Shares Held by the Shareholder) of shares in the Company, hereby appoint (Insert Full Name of Proxy) _________________________________________ (passport No._____________, residing at ______________________________________) (the Proxy), as my/our proxy to attend and vote (either on a show of hands or on a poll) for me/us or on my/our behalf at the Annual General Meeting of the Company to be held on February 6, 2023, and at any adjournment thereof (the Meeting) in accordance with instructions as set out below:
| № | ITEM OF AGENDA | FOR | AGAINST | ABSTAIN |
| 1. | Approval of the Amended and Restated Articles of Association of the Company | | | |
By this instrument the Proxy is empowered and authorized to choose the chairman of the Meeting pursuant to Regulation 55 of the Articles and request a poll pursuant to Regulation 57 of the Articles, if the Proxy thinks fit.
Signed this ____ day of ______________, 2023.
| Signature: | | | |
| | |
| Name of Shareholder: | | |
(To be stamped with the corporate seal, if any)
