| IMC S.A. (the Company) will hold its Annual General Meeting of Shareholders (the AGM) on 30 June 2020 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 2020 at 10.00 a.m. CET at the registered office of the Company with the following agenda: 1. To nominate Mr Christian Tailleur or any other employee of LGL Corporate Services (Luxembourg) S.A. as the chairman of the general meeting of shareholders. 2. To nominate 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 2019 (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 2019 (the "Auditor's Report"), the individual annual accounts of the Company for the financial year ending 31 December 2019 (the "Annual Accounts"), the consolidated financial statements of the Company's group for the financial year ending 31 December 2019 (the "Consolidated Financial Statements"). 4. Review and approval of the Annual Accounts of the Company for the financial year ending 31 December 2019. 5. Review and approval of the Consolidated Financial Statements of the Company's group for the financial year ending 31 December 2019. 6. Presentation of and discussion on the remuneration report. 7. Review and approval of the remuneration policy of the Company. 8. Review and ratification of the remuneration paid by the Company to the directors of the Company during the first quarter of 2020 in the amount of USD 226,754.83 and EUR 11,976.12. 9. Determination and approval of the remuneration of the directors of the Company for the period from 1 April 2020 to 31 December 2020 in a global amount of USD 731,198.64 and EUR 36,164.40. 10. Allocation of the profit for the financial year ending 31 December 2019. 11. 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 2021. 12. Discharge to the members of the Board of Directors. 13. Confirmation of the mandates of the executive and non-executive directors of the Company. 14. 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 Tuesday 16 June 2020, 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 Tuesday 16 June 2020, 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 Tuesday 23 June 2020, 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 Tuesday 16 June 2020, 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 per cent (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 "2020 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 Monday 8 June 2020. | |
