Annual General Meeting of Shareholders

On Friday, 25 May 2018, the Annual General Meeting of Shareholders (the Meeting) of ASTARTA Holding N.V. (the Company) will be held.

The Meeting will be held in Amsterdam at J.J. Viottastraat 52, 1071 JT Amsterdam, the Netherlands.

The Meeting will commence at 09:00 A.M. local time; attendants can register from 08:30 A.M. local time.

Agenda:

1. Opening of the General Meeting.

2. Discussion of certain disclosures concerning the compensation of the members of the Board of Directors during the year 2017.

3. Discussion of the Management Report 2017.

4. Adoption of the annual accounts for the financial year 2017.*

5. Approval of the languages to be used for preparation of the management report and annual accounts for financial year 2018.*

6. Granting discharge to the Directors for their tasks during the financial year 2017.*

7. Adoption of the profit appropriation for the financial year 2017.*

8. Appointment of person that will be temporarily charged with the management of the Company when all Directors are absent or unable to act ("ontstentenis of belet").*

9. Resignation of Mr. Wladyslaw Bartoszewski as Non-Executive Director C and Vice-Chairman of the Board of Directors.

10. Appointment of (i) Non-Executive Director C, member of the Board of Directors, as well as reappointment of (ii) Executive Director A, CEO, member of the Board of Directors, (iii) Executive Director A, CFO, member of the Board of Directors and (iv) Executive Director B, Chief Compliance Officer, member of the Board of Directors.*

11. Appointment of the Company’s external auditor for the financial year 2018.*

12. Authorization of the Board of Directors to have the Company repurchase shares in its own capital and determining the terms for, and conditions of, such a repurchase.*

13. Delegation to the Board of Directors of the authority to issue shares, grant options to acquire shares and cancel or limit pre-emptive rights.*

14. Amendment of the Company's articles of association substantially in the form of the draft deed of amendment prepared by Van Campen & Partners N.V. (the Deed of Amendment), a copy of which is attached as Exhibit 1 to the Shareholders Circular relating to the Meeting (the Shareholders Circular), and to authorize each member of the Board of Directors, as well as each (candidate) civil-law notary, lawyer and/or paralegal of Van Campen & Partners N.V. (an Attorney), jointly as well as severally, to execute and sign the Deed of Amendment and to perform all acts and to sign all instruments and resolutions, and to make the necessary filings, which any Attorney deems reasonably necessary in connection with the aforementioned.*

15. Adoption of amendments to the rules of the Board of Directors in accordance with the Dutch Corporate Governance Code.*

16. Adoption of amendments to the by-laws with respect to the general meetings of shareholders.*

17. Discussion of the Company’s observance of the Dutch Corporate Governance Code.

18. Any other business.

The Agenda items marked * are for voting. All other Agenda items are discussion items.

The Agenda, the Shareholders Circular, the Deed of Amendment, the 2017 Management Report, the explanatory notes to the annual accounts 2017, as well as all (draft) documents submitted to the Meeting for approval, ratification and/or adoption and draft resolutions to be taken are available for inspection at the office of the Company at Jan van Goyenkade 8, 1075 HP Amsterdam, the Netherlands, and copies are available free of charge from the Company by request between 9:00 A.M. to 5:00 P.M. local time on working days at telephone number +31 20 6731090 and are also available on the Company’s website, www.astartakiev.com.

Depository certificates

All beneficial owners the Company’s shares outstanding at the close of business in the Netherlands on 27 April 2018 (the Record Date), being the 28th day prior to the day of the Meeting wishing to participate in the Meeting should request their custodian banks or investment firms operating their investment accounts on which their shares are registered to issue a registered depository certificate evidencing their beneficial ownership of the Company’s shares on the Record Date.

Registration for the Meeting

The Meeting will be open to those who prior to 23 May 2018 have given notice to the Company of their intention to attend the Meeting, together with proof of their beneficial ownership of shares on the Record Date.

Notice may be sent by:

         (i) email to the following address:denys.dutchak@astarta.ua, which is received by no later than 17:00 P.M. CET on 23 May 2018; or

         (ii) written notice to the Company at its address at Jan van Goyenkade 8, 1075 HP Amsterdam, the Netherlands, or at the office of LLC Firm “Astarta-Kyiv” in Ukraine at 38/44 Pochainynska Street, 04070, Kyiv, Ukraine, in each case received by no later than 17:00 P.M. CET on 23 May 2018.

Voting by Proxy

Shareholders as of the Record Date can authorize third parties to cast their vote at the Meeting. The relevant power of attorney must be laid down in writing. Each shareholder may also appoint a Director designated by the Company to represent such shareholder and vote his/her shares at the Meeting by sending a document of a power of attorney together with proof of ownership of the relevant shares on the Record Date to the Company’s offices.

In all cases, the original power of attorney granted to a Director designated by the Company together with proof of ownership of the relevant shares on the Record Date, should be delivered to the Company or to LLC Firm “Astarta-Kyiv” at the addresses indicated above on or before 17:00 P.M. CET on 23 May 2018, under the pain of their rejection.

A form of power of attorney is available on the Company’s website: www.astartakiev.com.

Shareholders who have granted a proxy may also vote in person at the Meeting if they wish, by attending the Meeting in person. If a shareholder attends the Meeting in person, the proxy granted by that shareholder will automatically be deemed to be revoked unless the shareholder informs the Company otherwise at the Meeting.

Identification

Persons/entities, wanting to attend the Meeting, are requested to show proof of identity prior to admission to the Meeting. We therefore request those persons/entities to bring valid identification (including (a chain of) powers of attorney, excerpt from the respective trade register and ID documents of individuals representing a holder of shares).

All the above-mentioned documents should be presented in original or as a copy certified by the notary public or the legal adviser/attorney at law.

Registration of Admittance

Registration of admittance will take place from 08:30 A.M. to 09:00 A.M. local time, before commencement of the Meeting. It will not be possible to register after that time.

Outstanding shares and voting rights

On the date hereof, 25,000,000 shares are outstanding in the Company’s capital, resulting in a total of 25,000,000 votes to be cast.

12 April 2018


The following documents prepared for the purpose of the General Meeting of Shareholders can be downloaded from the Company's website www.astartakiev.com:

(a)    the General Meeting agenda;

(b)    the Company's Management Report containing the report of the Board of Directors, the annual accounts for the financial year 2017 and auditor's report;

(c)    the Shareholders’ Circular;

        (i)   Exhibit 1
        (ii)  Exhibit 2
        (iii) Exhibit 3

(d)    a description of the proxy-voting procedure at the General Meeting through a Director, the form of a power of attorney together with draft voting instructions, including:

         a.    Important information;

         b.    Confirmation form;

         c.    Proxy.

Additionally, hard copies of the above-mentioned documents will be available to persons entitled to participate in the Meeting for review at the Company’s offices in the Netherlands in Amsterdam at Jan van Goyenkade 8, 1075 HP at least 42 days prior to the General Meeting of Shareholders until the date of the General Meeting of Shareholders.

The draft resolutions to be voted at the General Meeting of Shareholders were published on 12 April 2018 (Current report No.04/2018 dated 12 April 2018).

Other information:

1.    Current report No.03/2018 dated 12 April 2018 re the General Meeting of Shareholders.