Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2023

 

Commission File Number: 001-40986

 

 

Cian PLC

(Translation of registrant’s name into English)

 

 

64 Agiou Georgiou Makri

Anna Maria Lena Court, Flat 201

Larnaca, 6037

Cyprus

(Address of principal executive office) 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x            Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

 

 

 

On November 8, 2023, Cian PLC issued press announcing its 2023 Annual General Meeting. A copy of the press release and the Notice for the convocation of the AGM with attached materials related to the AGM are furnished herewith as Exhibits 99.1-99.2 to this Report on Form 6-K.

 

Exhibit No.		Description
99.1		“Cian PLC Announces 2023 Annual General Meeting” press release of Cian PLC, dated November 8, 2023
99.2		Notice of Convocation of the Annual Shareholders Meeting of Cian PLC

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Cian PLC
Date: November 8, 2023	By:	/s/ Dmitriy Grigoriev
		Dmitriy Grigoriev
		Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

Cian PLC Announces 2023 Annual General Meeting

 

Larnaca, Cyprus, November 8, 2023 – Cian PLC (MOEX: CIAN) (“Cian”, the “Group” or the “Company”), a leading online real estate classifieds platform in Russia, calls for the 2023 Annual General Meeting (the “AGM”) to be held on December 15, 2023, at 9.00 a.m. (Cyprus time) at 9 Kafkasou Street, Treppides Tower, 4th floor, 401, Nicosia, Cyprus.

 

At the AGM, the following items will be submitted for shareholders’ approval:

 

§

adoption of the Company’s audited standalone and consolidated financial statements for the 2022 financial year;

§

appointment of the Company’s Auditor and fixing Auditor’s remuneration;

§

election of Directors;

§

approval of Directors remuneration;

§

approval of amended Articles of Association.

 

All shareholders are cordially invited to attend the AGM.

 

Holders of the Company's American Depositary Shares (the "ADS") who wish to exercise their voting rights for the underlying shares must act through the depositary of the Company's ADS program, The Bank of New York Mellon (the “Depositary”).

 

A record date for determination of holders of the ADSs who shall be entitled to receive Notice of the convocation of the AGM along with any supporting materials and give instructions for the exercise of any voting rights is set on November 30, 2023.

 

Copies of certain materials related to the AGM, including Notice for the convocation of the AGM, Board of Directors information, the proposed amendments to the Company’s Articles of Association and proxy form are available on the Company’s website.

 

About Cian

 

Cian is a leading online real estate classifieds platform in the large, underpenetrated and growing Russian real estate classifieds market, with a strong presence across Russia and leading positions in the country’s key metropolitan areas. The Company ranks among the top twelve most popular online real estate classifieds globally in terms of traffic (based on SimilarWeb traffic data for September 2023). Cian’s networked real estate platform connects millions of real estate buyers and renters to millions of high-quality real estate listings of all types — residential and commercial, primary and secondary, urban and suburban. In the first half of 2023, the Company had over 1.9 million listings available through its platform and monthly audience with an average UMV of 19.0 million. Through its technology-driven platform and deep insights into the Russian real estate market the Company provides an end-to-end experience for its customers and users and helps them address multiple pain points on their journey to a new home or place to work.

 

Source: Cian PLC

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements. Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding our financial outlook for 2021 and long-term growth strategy, as well as statements that include the words “target,” “believe,” “expect,” “aim,” “intend, intend,” may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: the negative impact on the Russian economy of the ongoing military actions between Russia and Ukraine, any negative effects of sanctions, export controls and similar measures targeting Russia as well as other responses to the military conflict in Ukraine; our ability to maintain our leading market positions, particularly in Moscow, St. Petersburg and certain other regions, and our ability to achieve and maintain leading market position in certain other regions; our ability to compete effectively with existing and new industry players in the Russian real estate classifieds market; our heavy dependence on our brands and reputation; any potential failure to adapt to any substantial shift in real estate transactions from, or demand for services in, certain Russian geographic markets; any downturns in the Russian real estate market and general economic conditions in Russia; any effect on our operations due to cancellation of, or any changes to, the Russian mortgage subsidy program or other government support programs; further widespread impacts of the COVID-19 pandemic, or other public health crises, natural disasters or other catastrophic events which may limit our ability to conduct business as normal; our ability to establish and maintain important relationships with our customers and certain other parties; any failure to establish and maintain proper and effective internal control over financial reporting; any failure to remediate existing deficiencies we have identified in our internal controls over financial reporting, including our information technology general controls; any new or existing government regulation in the area of data privacy, data protection or other areas and other important factors discussed under the caption “Risk Factors” in Cian’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on April 27, 2023.

 

Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.

 

Investor contacts:		Media contacts:
Daria Fadeeva		Olga Podoliaka
[e-mail]		[e-mail]

 

 

 

 

Exhibit 99.2

 

 

NOTICE OF CONVOCATION

 

OF THE ANNUAL SHAREHOLDERS’ MEETING OF CIAN PLC

 

Date: November 3, 2023

 

Distributed electronically to:

 

All the shareholders of CIAN PLC

 

The Auditors

 

The Depositary: The Bank of New York Mellon

 

Notice of the Annual General Meeting (the “Meeting”) of CIAN PLC

 

Dear member,

 

Notice is hereby given in accordance with the articles of association (the “Articles”) of Cian Plc (the “Company”) that the upcoming Meeting of the members of the Company will be held at 9 Kafkasou Street, Treppides Tower, Floor: 4th, Flat: 401, Aglantzia, Nicosia, 2112, CYPRUS on 15 December 2023 at 9:00 a.m. local time to transact the following business:

 

As Ordinary Business to be approved by an ordinary resolution:

 

Part 1		ADOPTION OF THE COMPANY’S AUDITED STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS FOR 2022 FINANCIAL YEAR   WHEREAS the Annual Report and the Financial Statements for the year ended December 31, 2022 (as attached in Annex A hereto) as well as the Consolidated Financial Statements as of December 31, 2022 and for the year ended December 31, 2022 and the Management report (as attached in Annex B hereto), have been reviewed, considered, approved and recommended by the Board of Directors of the Company (the “Board”) to the Meeting,
Proposed ordinary resolution		THAT the Annual Report and the Financial Statements for the year ended December 31, 2022 as well as the Consolidated Financial Statements as of December 31, 2022 and for the year ended December 31, 2022 and the Management report, be approved and adopted.

 

CIAN PLC

64 Agiou Georgiou Makri, Anna Maria Lena Court, Flat/Office: 201, 6037, Larnaca, Cyprus

Reg. No.: HE 371331; TIN: 10371331Z

Tel.: [phone]; email: [e-mail]

 

 

 

 

Part 2

APPOINTMENT OF THE COMPANY’S AUDITORS AND FIXING AUDITORS’ REMUNERATION

 

		WHEREAS the Board has recommended to appoint Papakyriacou & Partners Ltd as the Company’s auditors in accordance with the provisions of section 153 of the Companies Law Cap 113 for the purpose of audit of consolidated financial statements of the Company for the year ending December 31, 2023 and standalone financial statements of the Company for the year ending December 31, 2023 in accordance with International Standards on Auditing (ISA) (“Standalone Auditor”) and to appoint Business Solutions and Technologies (“BST”) for the purpose of preparation of consolidated financial statements of the Company for the year ending December 31, 2023 in accordance with Public Company Accounting Oversight Board (PCAOB) auditing standards (“Consolidated Auditor”) to hold office from the conclusion of the Meeting until the conclusion of the next annual general meeting when they shall be eligible for re-election and to fix Consolidated Auditor’s remuneration in the amount of up to 19 100 000 RUB (excluding VAT) and the Standalone Auditor’s remuneration in the amount of up to EUR 27 500 (excluding VAT),
Proposed ordinary resolution		THAT Papakyriacou & Partners Ltd be appointed as the Company’s Standalone Auditor;   THAT BST be appointed as the Company’s Consolidated Auditor;   THAT the Standalone Auditor’s remuneration be fixed in the amount of up to EUR 27 500 (VAT excluding);   THAT the Consolidated Auditor’s remuneration be fixed in the amount of up to RUB 19 100 000(VAT excluding).
Part 3		SETTING THE NUMBER OF THE DIRECTORS AND ELECTION OF DIRECTORS   WHEREAS pursuant to Regulation 88 of the Articles, the General Meeting could determine the number of Directors, and that the number of Directors shall be no less than seven (7), including at least three (3) Independent Directors;   WHEREAS pursuant to Regulation 112 of the Articles the Annual General Meeting has the power to re-elect any Director appointed pursuant to Regulation 111 thereof;   WHEREAS Regulations 89, 90, 91, 92, and 93 of the Articles provide for special rights on the appointment and termination of Elbrus Director(s) and Maksim Melnikov as a Director;   WHEREAS Regulation 177 of the Companies Law provides for a separate resolution for each Director submitted for re-election at the General Meeting;
Proposed ordinary resolution		THAT the number of the Directors on the Board of the Company shall be 7 (seven), including not less than 3 (three) Independent Directors;   THAT Mr. Simon Baker be re-appointed by an ordinary resolution as an Independent Director of the Company;   THAT Mr. Douglas W. Gardner be re-appointed by an ordinary resolution as an Independent Director of the Company;   THAT Mr. Vladimir Verkhoshinskiy be re-appointed by an ordinary resolution as an Independent Director of the Company;   THAT Mr. Mikhail Zhukov be appointed by the ordinary resolution as an Independent Director of the Company.

 

CIAN PLC

64 Agiou Georgiou Makri, Anna Maria Lena Court, Flat/Office: 201, 6037, Larnaca, Cyprus

Reg. No.: HE 371331; TIN: 10371331Z

Tel.: [phone]; email: [e-mail]

 

2

 

 

Part 4

APPROVAL OF DIRECTORS’ REMUNERATION

 

Proposed ordinary resolution		WHEREAS the remuneration of the non-executive members of the Board was approved at the General Meeting on September 30, 2022;   The following ordinary resolutions to be adopted   (i) the Directors’ remuneration, as approved at the General Meeting on September 30, 2022, shall remain unchanged.
As Special Business to be approved by a special resolution:
Part 5		APPROVAL OF AMENDED ARTICLES OF ASSOCIATION
Proposed special resolution		The following special resolution be adopted:   (i) to approve the amended Articles of Association of the Company by the deletion of the existing Articles and by adopting the Articles of Association which are attached as Annex C hereto.

 

This Notice has been made available on the Company’s website and may be accessed at the URL https://ir.ciangroup.ru/en/corporate-governance/agm/

 

Attached are:

 

·

The agenda for this Meeting;

·

Consolidated Financial Statements and Management Report for Financial Year ended December 31, 2022;

·

Annual Report and Financial Statements for Financial Year ended December 31, 2022;

·

Key information on the Auditors proposed for appointment;

·

Key information on members of the Board to be re-elected;

·

Draft of the amended Articles of Association;

·

Shareholder Proxy form

 

Important Notes:

 

The following arrangements will be adopted for the Meeting:

 

(a)

A member may submit questions to the Company via post or email. The questions must reach the Company at least 2 days prior to the Meeting;

(b)

All substantial and relevant questions will be addressed by the Board and/or management prior to the Meeting. Questions that concern a matter that will be put to a vote will be addressed by the Board and/or management prior to the Meeting;

 

A member may vote by appointing the chairman of the Meeting or another person as the member’s proxy (such proxy need not be a shareholder of the Company) to vote at the Meeting by depositing with the Company an instrument of appointment (“the proxy form”) by post to 64 Agiou Georgiou Makri, Anna Maria Lena Court, Flat/Office: 201, 6037, Larnaca, Cyprus, CIAN PLC or by electronic mail to [e-mail] at any time before the time for holding the Meeting. A copy of the proxy form is attached in Annex D. In appointing the chairman of the Meeting or another person as a proxy, a member must give specific instructions with regards to voting, or abstentions from voting, in the form of proxy, failing which the appointment may be treated as invalid.

 

CIAN PLC

64 Agiou Georgiou Makri, Anna Maria Lena Court, Flat/Office: 201, 6037, Larnaca, Cyprus

Reg. No.: HE 371331; TIN: 10371331Z

Tel.: [phone]; email: [e-mail]

 

3

 

 

INFORMATION FOR ADR HOLDERS

 

The ADSs holders shall exercise their voting rights in accordance with relevant provisions of the Deposit Agreement dated November 8, 2021, must act through the depositary of the Company's ADS program, The record date for ADSs holders is set on November 30, 2023.

 

Yours faithfully
By the order of the Board
Cian PLC

 

CIAN PLC

64 Agiou Georgiou Makri, Anna Maria Lena Court, Flat/Office: 201, 6037, Larnaca, Cyprus

Reg. No.: HE 371331; TIN: 10371331Z

Tel.: [phone]; email: [e-mail]

 

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