Fix Price Group PLC: Notice of Extraodinary General Meeting of Shareholders - amendment of the memorandum and articles of association

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND SHOULD BE READ IN ITS ENTIRETY.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other duly authorised professional adviser immediately. Subject to the restrictions set out below, if you sell or have sold or otherwise transferred all of your Shares, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred part of your Shares you should retain these documents and please immediately contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

Fix Price Group PLC

(the “Company”)

(incorporated in the Republic of Cyprus under the Cyprus Companies Law Cap. 113 with registered number HE 434185)

Circular to Shareholders relating to the extraordinary general meeting of Fix Price Group PLC

This document contains a notice of the extraordinary general meeting of the Shareholders of the Company to be held at Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus on 9 November 2023 at 4:00 pm Cyprus Time.

Shareholders whose name is recorded in the Company’s current register of members holding their respective Shares, will find enclosed with this document a Form of Proxy and Depositary Interest Holders will find enclosed with this document a Form of Instruction, for use in connection with the Meeting.

To be valid, a Form of Proxy should be completed and signed in accordance with the instructions printed on it and returned by courier or by hand to the Company’s registered office at Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus or by email to CorporateSecretary@fix-price.com by no later than 10:00 am Cyprus Time on 3 November 2023.  Depositary Interest Holders may vote by (i) in the case of Rule 144A Depositary Interest Holders, completing and signing a Form of Instruction in accordance with the instructions printed on it and instructing their brokers to submit it to Mediant Communications Inc. by email to voteadr@mediantonline.com or (ii) in the case of Regulation S Depositary Interest Holders by submitting voting instructions for the Meeting (or any adjournment of the Meeting) via CREST, in each case by no later than 12:00pm EST on 31st October 2023 or, if the Meeting is adjourned, 72 hours before the time fixed for the adjourned Meeting (as the case may be). Further instructions relating to the Form of Proxy, Form of Instruction and voting instructions are set out in the notice of the Meeting.

FIX PRICE GROUP PLC

(the “Company”)

(incorporated in the Republic of Cyprus under the Cyprus Companies Law Cap. 113 with registered number HE 434185)

NOTICE OF EXTRAODINARY GENERAL MEETING OF SHAREHOLDERS

(convened pursuant to article 22 of the articles of association of the Company)

NOTICE IS HEREBY GIVEN that a meeting of the shareholders of Fix Price Group PLC (the “Meeting”) will be held at Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus on 9 November 2023 at 4:00 pm Cyprus time for the purpose of considering and, if thought fit, passing the following resolutions.

A. AMENDMENT OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Whereas the Company wishes to transfer its seat from the Republic of Cyprus and become a registered continuing entity in the Astana International Financial Centre ("AIFC") in the Republic of Kazakhstan in accordance with section 354(I) – (P) of the Cyprus Companies Law Cap. 113 (the “Cyprus Law”), Clause 3.34 of the Memorandum of Association, Clause 22.23 of the Articles of Association, and Part 13 of the AIFC Companies Regulations and Part 5 of the AIFC Companies Rules (the “Re-domiciliation”). As a result of the proposed Re-domiciliation, the Company shall be struck off from the Cyprus Registrar register of companies.

Whereas for the purposes of the Re-domiciliation, the Company shall adopt the new Articles of Association in compliance with the laws of the Republic of Kazakhstan, AIFC. Furthermore, pursuant to clause 9 of the Company’s current Articles of Association, any amendment to the Memorandum and Articles of Association must be approved by a special resolution of the shareholders of the Company.

Accordingly, it is proposed that the shareholders adopt the following resolutions:

Special Resolution 1:

Resolution to replace the current Memorandum and Articles of Association of the Company with the Articles of Continuation of the Company in compliance with the laws of the AIFC, effective as from the date of registration of the Company as continuing entity in the AIFC.

Special resolution 2:

Resolution to appoint the following persons each of whom, acting solely, is authorized to (i) represent the Company in all matters with regard to the Re-domiciliation and (ii) sign any document related to the Re-domiciliation and all matters of the Company after the Re-domiciliation:

• Dmitry Kirsanov;
• Sergei Lomakin; and
• Artem Khachatryan

Special Resolution 3:

Resolution to appoint the following person to the position of Directors of the Company under the laws of the Republic of Kazakhstan, AIFC effective as from the date of the Re-domiciliation:

• Dmitry Kirsanov;
• Sergei Lomakin;
• Artem Khachatryan; and
• Alexey Makhnev;

Special resolution 4:

Resolution to appoint the following person to the position of Secretary of the Company under the laws of the Republic of Kazakhstan, AIFC effective as from the date of the Re-domiciliation:

Azamat Akylbekuly.

____________________________

NOTES

The following notes explain the general rights of Shareholders and Depositary Interest Holders and the rights to attend and vote at the Meeting of Shareholders or to appoint someone else to vote on their behalf.

Holders of Shares in certificated form

1. All holders (the “Shareholders”) of shares in the Company (the “Shares”) have the right to attend, speak and vote at the Meeting. A Shareholder is entitled to appoint one or more proxies to exercise all or any of his or her rights to attend and to speak and vote in his or her place. A proxy need not be a Shareholder of the Company. Entitlement to attend and vote at the Meeting, and the number of votes which may be cast at the Meeting, will be determined by reference to the Company’s register of members at 10:00 am Cyprus Time on 9 October 2023 or, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting (as the case may be).

2. Registered Shareholders holding shares in certificated form should complete the form of proxy provided with the Notice of Meeting (the “Form of Proxy”). The Form of Proxy must be deposited in hard copy form by courier or by hand at the Company’s registered office at Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus or by email to CorporateSecretary@fix-price.com no later than 10:00 am Cyprus Time on 3 November 2023 or, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting (as the case may be).

3. The Form of Proxy must be signed and dated by the Shareholder or his/her attorney duly authorised in writing. If Shares in the Company are held by a nominee(s), a form(s) of proxy must be completed and signed by the nominee(s). If the Shareholder is a company, it may execute under its common seal or under the hand of an officer or attorney so authorised. Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.

4. When two or more valid but differing appointments of proxy are delivered or received for the same Share for use at the same Meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that Share.

Depositary Interest Holders

1 Holders (“Depositary Interest Holders”) of depositary interests in the Shares (“Depositary Interests”) may vote as follows, in each case by no later than 12:00 pm EST on 31st October 2023 or, if the Meeting is adjourned, 72 hours before the time fixed for the adjourned Meeting (as the case may be):

1. in the case of Rule 144A Depositary Interest Holders, using the form of instruction provided with the Notice of Meeting (the “Form of Instruction”) and instructing their brokers to submit it to Mediant Communications Inc. by email to voteadr@mediantonline.com; and

2. in the case of Regulation S Depositary Interest Holders, by following the procedures described in the CREST manual. CREST personal members or other CREST sponsored members (and those CREST members who have appointed a voting service provider(s)) should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.

2. In order for an instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Voting Instruction”) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (“Euroclear”) and must contain the information required for such instructions, as described in the CREST Manual (available via https://my.euroclear.com/eui/en/reference/public/legal-information/legal-basics.html). The message, regardless of whether it relates to the appointment of a proxy, or to an amendment to an instruction given to a previously appointed proxy, in order to be valid, must be transmitted as instructed by Euroclear. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

3. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

4. The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

5. Should a Depositary Interest Holder have any questions regarding the applicable voting procedures they should contact the Depositary at olena.smirnova@bnymellon.com and adrproxy@bnymellon.com.

Attendance at the Meeting

1. The Board has determined pursuant to article 22.12 of the Company’s Articles of Association that it is prudent for the health and safety of the participants that physical attendance at the extraordinary general meeting not being permitted. Shareholders are encouraged to vote by proxy in accordance with the instructions above.

2. Any Shareholder (or proxy who is not the Chairman of the Meeting) who wishes to attend the Meeting via electronic means (namely Zoom video conference) should complete and return the registration form at Appendix A of the Circular in accordance with the instructions therein no later than 10:00 am Cyprus Time on 3 November 2023 (or not less than 48 hours before the time appointed for holding an adjourned Meeting) in order to receive the relevant Zoom login details and instructions for joining the Meeting.

General

1. Any corporation which is a Shareholder may by resolution of its directors or other governing body or officers authorised by such body authorise such person or persons as it thinks fit to act as its representative at the Meeting. Any person so authorised shall be entitled to exercise on behalf of the corporation which he represents the same powers as that corporation could exercise if it were an individual Shareholder.

2. 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 such power or authority shall be delivered to the Company’s registered office at Arch. Makariou III, 155, PROTEAS HOUSE, floor 5, 3026, Limassol, Cyprus not less than 48 hours before the time appointed for holding the Meeting (the time appointed for holding the Meeting being 04:00 pm Cyprus Time on 9 November 2023) or not less than 48 hours before the time appointed for holding an