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.
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.
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Cian PLC |
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| Date: November 8, 2023 |
By: |
/s/ Dmitriy
Grigoriev |
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Dmitriy Grigoriev |
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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; |
| § | 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: |
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Media contacts: |
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| Daria Fadeeva |
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Olga Podoliaka |
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| ir@cian.ru |
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po@cian.ru |
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 |
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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, |
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| Proposed ordinary resolution |
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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.: +357 22 418200; email: corpsec@cian.ru
| Part 2 |
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APPOINTMENT OF THE COMPANY’S AUDITORS AND FIXING AUDITORS’ REMUNERATION |
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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), |
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| Proposed ordinary resolution |
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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). |
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| Part 3 |
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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; |
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| Proposed ordinary resolution |
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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.: +357 22 418200; email: corpsec@cian.ru
| Part 4 |
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APPROVAL OF DIRECTORS’ REMUNERATION |
| Proposed ordinary resolution |
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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. |
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| As Special Business to be approved by a special resolution: |
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| Part 5 |
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APPROVAL OF AMENDED ARTICLES OF ASSOCIATION |
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| Proposed special resolution |
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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; |
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 corpsec@cian.ru
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.: +357 22 418200; email: corpsec@cian.ru
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 |
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| By the order of the Board |
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| Cian PLC |
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CIAN PLC
64 Agiou Georgiou Makri, Anna Maria Lena Court,
Flat/Office: 201, 6037, Larnaca, Cyprus
Reg. No.: HE 371331; TIN: 10371331Z
Tel.: +357 22 418200; email: corpsec@cian.ru
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