| IMC S.A. (the Company) will hold its annual general meeting of shareholders (the AGM) on 30 June 2021 at its registered office: 16, rue Erasme L-1468 Luxembourg R.C.S. Luxembourg B 157843 Annual General Meeting of Shareholders of the Company (the "AGM") to be held on 30 June 2021 at 10.00 a.m. CET at the registered office of the Company with the following agenda: 1. Appointment of Mr Christian Tailleur or any other employee of LGL Corporate Services (Luxembourg) S.A. as the chairman of the general meeting of shareholders. 2. Appointment of Mrs Catia Campos or any other employee of LGL Corporate Services (Luxembourg) S.A. as the scrutineer of the general meeting of shareholders. 3. Presentation of the management report of the board of directors of the Company (the "Board of Directors") in respect of the statutory financial statements of the Company and the consolidated financial statements of the Company and its group for the financial year ended on 31 December 2020 (the "Report of the Board"), the independent auditor's report in respect of the statutory financial statements of the Company and the consolidated financial statements of the Company and its group for the financial year ended 31 December 2020 (the "Auditor's Report"), the individual annual accounts of the Company for the financial year ending 31 December 2020 (the "Annual Accounts"), the consolidated financial statements of the Company's group for the financial year ending 31 December 2020 (the "Consolidated Financial Statements"). 4. Review and approval of the Annual Accounts of the Company for the financial year ending 31 December 2020. 5. Review and approval of the Consolidated Financial Statements of the Company's group for the financial year ending 31 December 2020. 6. Presentation of and discussion on the remuneration report. 7. Review, approval and ratification of the remuneration of the directors of the Company for the period from 1 January 2021 to 31 December 2021. 8. Approval of the interim dividends distributed in 2020 for an amount of EUR 5,972,040. 9. Allocation of the profit for the financial year ending 31 December 2020. 10. Re-appointment of BDO Audit, a public limited liability company (société anonyme) organised and established under Luxembourg law, having its registered office at 1, rue Jean Piret, L-2350 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B147570 as the approved audit firm (cabinet de revision agréé) of the Company for a new mandate until the annual general shareholders meeting to be held in 2022. 11. Discharge to the members of the Board of Directors. 12. Confirmation of the mandates of the executive and non-executive directors of the Company. 13. Miscellaneous. Notice to shareholders - need to register for participation Each shareholder wishing to exercise its rights to attend and vote at the AGM should send to the Company a form of participation to confirm its participation at the AGM (the "Form of Participation") available on the Company's website (www.imcagro.com.ua), no later than Wednesday 16 June 2021, 18.00 CET. The rights to vote at the AGM are determined in accordance with and at the record date (the "Record Date"), which is set on Wednesday 16 June 2021, at 24.00 (midnight) CET. Only shareholders who confirmed their participation to the Company on due time will be authorized to participate and vote at the AGM (the "Authorized Shareholder(s)"). The Form of Participation can be downloaded from the Company’s website at www.imcagro.com.ua and shall be returned in original by the shareholder to the Company's registered office which is 16, rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg. In addition to the Form of Participation, each shareholder who holds its shares in the Company through the facilities of the Polish National Deposit of Securities (the "KDPW") or Clearstream Banking S.A. (as the case may be) shall request an original depositary certificate (the "Shareholder's Certificate") from the broker or custodian bank who is a participant of the KDPW or Clearstream Banking S.A. (as the case may be) and who maintains the securities account for such shareholder evidencing its amount of shares held at the Record Date. The Shareholder's Certificate (original or copy) must be sent by the Shareholder to the Company no later than on Wednesday 23 June 2021, 18.00 CET. Only Authorized Shareholders who were holders of the Company's shares at the Record Date will be allowed to attend and vote at the AGM subject to (i) the confirmation of their participation to the Company (through the Form of Participation available on the Company's website at www.imcagro.com.ua, no later than Wednesday 16 June 2021, 18.00 CET and (ii) the delivery to the Company of the original Shareholder's Certificate, within the forms and delays prescribed in the document called "IMPORTANT INFORMATION FOR PARTICIPATING TO THE AGM". Vote by proxy Shareholders who have complied with the notification and registration requirements set forth above, can participate at the AGM by appointing a proxy (natural or legal person) via the "Proxy Voting Form and Instructions" available on the website of the Company (www.imcagro.com.ua) by following the instructions contained therein. Vote by correspondence Shareholders who have complied with the notification and registration requirements set forth above can also participate at the AGM by correspondence by using the "Proxy Voting Form and Instructions" available on the website of the Company at www.imcagro.com.ua by following the instructions contained therein. Further information is available on the Company's website and in particular in the document called "IMPORTANT INFORMATION FOR PARTICIPATING TO THE AGM". General information for shareholders In accordance with Luxembourg law, shareholders holding individually or collectively at least five percent (5%) of the issued share capital of the Company have the right to add items to the agenda of the AGM and to table draft resolutions for items included or to be included on the agenda of the AGM. These rights shall be exercised upon written requests of the shareholders (which need(s) to be an Authorized Shareholder) submitted to the Company by postal services at the registered office of the Company (16, rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg) or by email ([email protected]) (quoting "2021 IMC AGM"). The requests shall be accompanied by the evidence that (i) the shareholder is an Authorized Shareholder, (ii) a justification or a draft resolution to be adopted at the AGM and shall include the electronic or mailing address at which the Company can acknowledge receipt of these requests. The requests from the shareholders shall be received by the Company at the latest on Tuesday 8 June 2021. Further questions The shareholders of the Company may address all queries with respect to the AGM, such as, but not limited to, the request to be provided with the documents to be tabled at the AGM and/or a draft of the resolutions of the AGM, by mail to the registered office of the Company which is 16, rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg or by email at [email protected] (quoting "2021 IMC AGM"). The shareholders of the Company may visit the Company's website at www.imcagro.com.ua, for further information and documents, such as but not limited to: this convening notice; the total number of shares and voting rights as at the date hereof; the documents to be provided to the AGM; a draft of the resolutions of the AGM; the Proxy Voting Form and Instructions; the Form of Participation; and Important information for participating at the AGM | |
