TCS GROUP HOLDING PLC

Registered Number H.E. 107963

(Company)

NOTICE OF ANNUAL GENERAL MEETING (AGM)

To all the members of the Company (the "Shareholders" and each a "Shareholder")

Notice is hereby given that the AGM of the Company for the year 2021 will be held at 5th Floor, 25 Berengaria, Spyrou Araouzou 25, Limassol 3036, Cyprus on 19 November 2021 at 12:00 p.m. (Cyprus time), for the Shareholders to consider and if deem fit approve the matters set out below.

The board of directors of the Company (Board of Directors) proposes the following agenda:

AGENDA

  1. Welcoming the Shareholders.
  2. Shareholders present at the AGM.
  3. Resolutions to be considered and voted upon:
    Ordinary Business
    1. Appointment of Chairperson of the Meeting.
    2. To re-appoint PricewaterhouseCoopers Limited, Cyprus as auditors of the Company and to authorise the Board of Directors to determine the remuneration of the auditors in accordance with their terms of engagement.
    3. To re-appoint Mr. Martin Cocker as a director of the Company.
    4. To re-appoint Mr. Ashley Dunster as a director of the Company.
    5. To re-appoint Mr. Pavel Fedorov as a director of the Company.
    6. To re-appoint Ms. Maria Gordon as a director of the Company.
    7. To re-appoint Ms. Margarita Hadjitofi as a director of the Company.
    8. To re-appoint Mr. Nicholas Huber as a director of the Company.
    9. To re-appoint Mr. Nitin Saigal as a director of the Company.
    10. To approve the remuneration of the members of the Board of Directors.

Special Business

  1. To authorise the Board of Directors to buy back any ordinary shares, or interests in ordinary shares including global depository receipts, in the Company.
  2. To increase the Company's share capital.
  3. MAJORITY RESOLUTION - Waiver of Pre-emption Rights (Directors' Report - Restriction of Pre-emption rights is attached as Appendix 1).
  4. Authority to the Directors to issue and allot shares.
  5. Amendment of Articles of Association of the Company (Articles of Association of the Company attached as Appendix 2).

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  1. To receive and consider the Annual Report for the year ended 31 December 2020.
  2. Result of Resolution Voting.
  3. Close of Meeting.

A more detailed description and the background to items 1-15 and proposed resolutions are attached hereto as Appendix 3.

NOTES

  1. Available documents and information

The full and complete Annual Report of the Company for the year 2020 (including the Corporate Governance, the Report of the Board of Directors, the Consolidated Financial Statements of the Group for the year ended 31 December 2020) and all documents to be submitted to the Meeting may be obtained from the registered office of the Company at 5th Floor, 25 Berengaria, Spyrou Araouzou 25, Limassol 3036, Cyprus.

Moreover, these documents will be available shortly on the website of the Group at https://www.tinkoff.ru/eng/investor-relations/.

  1. Record Date

The record date for participation at the Meeting is set to be 17 November 2021 (Record Date).

Only holders of shares conferring the right to attend and vote at the Meeting registered as at the opening of business in Limassol, Cyprus on the Record Date in the Company's register of members shall be entitled to participate and vote at the Meeting. Any change in the recording in the register after the opening of business on the Record Date will not be taken into account in determining the right of any person to attend and vote at the Meeting.

Evidence of the shareholder's status may be established with the presentation of the Identity Card or other certificate of recognition, based on which the Company can verify the identification with the register of members.

  1. Notice of Annual General Meeting

A copy of the notice of the Meeting is also available on the website of the Group at https://www.tinkoff.ru/eng/investor-relations/.

  1. Shareholders' rights
  1. Right of placement of proposed resolution
    In accordance with Article 127B of the Companies Law, Cap. 113 (Law), the Company's shareholders have the right to submit a proposed resolution as a subject of the agenda of the Meeting, provided that they own at least 5% of the issued share capital which represents at least 5% of the total voting rights of all the shareholders who have the right to vote at the Meeting.
  2. Right of submission of questions
    Subject to any measures the Company may take in order to safeguard the identity of the shareholders and in accordance with the provisions of article 128C(2) of the Law, any shareholder has the right to submit questions relating to the subjects of the agenda of the Meeting and obtain answers to those questions by the Company. The Company may provide a general answer to questions having the same content.

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  1. Right to Appoint Proxy

Any shareholder entitled to attend and vote at the Meeting, is entitled to appoint pursuant to section 130 of the Law, a proxy to attend and vote in his place. The proxy may not be a member of the Company. The Form of Proxy is attached hereto as Appendix 2 and is also available on the website of the Group at https://www.tinkoff.ru/eng/investor-relations/. The Form of Proxy must be completed and returned by regular mail, facsimile or e-mail so as to be received at least 48 hours before the time fixed for the Meeting to:

TCS GROUP HOLDING PLC Attn: Ioanna Georgiou Phone: +357 2505 0668 Facsimile: +357 2504 0415

E-mail:ioanna.georgiou@royalpine.com

APPENDICES

  1. Directors' Report - Restriction of Pre-emption rights
  2. New Articles of Association
  3. Background and Proposed Resolutions; and
  4. Proxy Form

Limassol, 27 October 2021

____________________________

BY THE ORDER OF THE BOARD

Ioanna Georgiou on behalf of

CAELION SECRETARIAL LIMITED Secretary

NB: The Majority Resolution requires either a majority of over one-half of the votes cast by the Shareholders present in person, or telephonically by conference call or by Proxy and entitled to vote, in the case where all the Shareholders present in person or telephonically by conference call or by Proxy and entitled to vote, hold or represent in aggregate not less than 50% in nominal capital value of the entire issued share capital of the Company; or (b) by a majority of not less than two-thirds of the votes cast by the Shareholders present in person or telephonically by conference call or by Proxy and entitled to vote.

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APPENDIX 1 - Directors' Report - Restriction of Pre-emption rights

TCS GROUP HOLDING PLC

HE 107963

(Company)

DIRECTORS REPORT

(Report)

IN ACCORDANCE WITH SECTION 60B(5) OF THE COMPANIES LAW, CAP 113 OF THE LAWS OF CYPRUS

IN RELATION TO THE RESTRICTION AND EXCLUSION OF THE PRE-EMPTION RIGHTS OF THE HOLDERS OF ORDINARY SHARES IN

THE COMPANY

This Report has been prepared in connection with the annual general meeting of the Company to be held on 19 November 2021 (AGM), where it is proposed to waive the pre-emption rights of the holders of ordinary shares in the Company under or pursuant Regulation 8 of the articles of association of the Company and section 60B of the Companies Law Cap. 113 (Companies Law) of the laws of the Republic of Cyprus (Preemption Rights), in respect of the possible issue of up to 12.5% of the issued ordinary shares of nominal value of $0.04 each.

Proposal

As set out in the notice calling the AGM, we propose to increase our share capital in one or more tranches:

  1. up to 5% of the issued ordinary shares to be allotted and issued as ordinary shares to fund growth; and
  2. Up to 1.5% per annum of the issued ordinary shares to be allotted and issued as ordinary shares to fund long term incentives for management (Proposed Shares). This exercise, however, will require the members of the Company to waive and disapply their Pre-emption Rights. In order for the members of the Company to consider and decide whether to waive and disapply the Pre-emption Rights, the board of directors (Board) must prepare in accordance with section 60B of the Companies Law, a written report indicating the reasons for wishing to exclude the Pre-emption Rights and justifying the proposed issue price(s), which Report must be presented to the AGM. This Report constitutes the mandatory report required to be made under the Companies Law in connection with this proposed specific disapplication of Pre-emption Rights.

Background and rationale

The Company foresees two main scenarios in which it might issue the Proposed Shares on a non-pre-emptive basis:

Purpose of issue of new shares

1. To fund (a) current and future commitments under its existing MLTIP and restructured KERP retention and incentive programmes for the management; and (b) awards in favour of the management in the form of equity options, warrants and/or through other long-term management incentive plans

Maximum Amounts

  1. Up to 1.1% of issued share capital in any FY, for a period of 5 years on the basis that any such share capital unused may be carried forward into following years and used for the same purpose until 19 November 2026; and
  2. Up to 0.4% of issued share capital, in any FY, for a period of 5 years on the basis that any such share capital unused may be carried forward into following years and used for the same purpose until 19 November 2026.

2. To raise capital for growth in Russia and Up to 5% of issued share capital may be

internationally

offered to investors in order to fund anticipated

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growth opportunities, including both in Russia and internationally, up to 31 December 2024.

The background to these proposals is as follows:

  1. The Company has, since its IPO, funded its commitments to its management incentive programmes (MLTIP) using GDRs it has repurchased on market. Given high returns on the capital employed in the existing business of the Company, issuance of shares for the benefit of the participants of MLTIP would be a more efficient use of the Company's resources vis-à-vis funding these programmes via buy-backs; it would also mitigate exposure to unexpected market movements and reduce share price volatility.
  2. The Board is currently considering proposals to convert KERP incentive program form to an equity-funded plan and to consolidate the existing MLTIP/KERP incentive programmes. This would involve converting existing cash liabilities into equity-settled ones. The Board wishes to have such optionality for funding commitments to MLTIP and KERP (once converted to an equity-funded programme), for an amount up to 1.1% of issued equity each year for the next 5 years, with the ability to carry forward unused allocations to future years but not later than 19 November 2026.
  3. For the long-term retention of some of its new and/or existing executives, the Board would like to have the flexibility to issue up to 0.4% of issued share capital each year in any FY, for a period of 5 years to fund equity-linked commitments (in the form of equity options, warrants and/or through other long-term management incentive plans) on the basis that any such share capital unused may be carried forward into following years and used for the same purpose until 19 November 2026.
  4. The disapplication of Pre-emption Rights under this component would be effective until 19 November 2026, the maximum period allowed by law.
  5. Having the ability to issue up to 5% of issued equity for the next three years is related to the Group's wish to have funding flexibility in light of continued strong growth in Russia and attractive international opportunities. In March 2021 the Board decided to temporarily suspend dividends for the remainder of FY2021 to preserve funds while taking time for a more detailed study of available organic and inorganic growth opportunities. In September 2021 the Group raised USD600M (net of expenses) and intends to use this for funding some of its growth and general corporate purposes. Given that strong growth is expected to continue across all business lines and the Company plans to launch operations in some of the international markets, the Board would like to have flexibility to raise additional capital on a non- preemptive basis to those prepared to offer the best terms for it.

Although the Board does not rule out other sales processes, typically the subscription price of the Proposed Shares would be determined by the Board on the basis of a bookbuilding exercise addressed to institutional and other qualifying investors with the assistance of the Company's financial and other advisors.

The offer(s) would be made on a non-preemptive basis but the Board will use reasonable endeavours to give preferential allocations to existing institutional and other qualifying shareholders of the Company. The Board believes this non-preemptive approach would be consistent with existing bookbuilding market practice, would give the Company a more flexible offer structure, minimize transaction risks and price exposure during the marketing process and should result in more advantageous fund-raising results, while being fair to existing investors.

The Board wishes to have such optionality, for an amount up to 5% of issued equity in aggregate for the next 3 years.

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TCS Group Holding plc published this content on 27 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2021 14:37:05 UTC.