| Milkiland N.V. Convocation notice of the Annual General Meeting of Shareholders Notice is hereby given of the Annual General Meeting of Shareholders of Milkiland N.V., a Dutch public limited liability company (naamloze vennootschap) with corporate seat at Amsterdam, the Netherlands, trade register number 34278769 (the “Company”) to be held on the 26th day of June 2020 at 14.00 p.m. (Amsterdam time) at Claude Debussylaan 54, 1082 MD Amsterdam, the Netherlands (the “General Meeting”). Agenda of the General Meeting The Аgenda of the General Meeting contains proposals of the Board of Directors of the Company (the “Board of Directors”) and shall be as follows: 1. Opening of the General Meeting. 2. Report of the Board of Directors on the financial year 2019 (for discussion). 3. Non-audited annual accounts for the financial year 2019: a. report on the execution of the remuneration policy 2019 (for discussion); b. reservation and dividend policy (for discussion); c. notification from the Board of Directors on the allocation of net results and non-payment of dividends for the financial year 2019 (for discussion). 4. Granting of discharge to the members of the Board of Directors for their tasks during the financial year 2019 (voting item). 5. Authorisation of the Board of Directors to repurchase shares (voting item). 6. Delegation powers relating to the issue of shares: a. delegation to the Board of Directors of the power to resolve to issue shares and/or to grant rights to subscribe for shares (voting item); and b.delegation to the Board of Directors of the power to resolve to restrict or exclude pre-emptive rights (voting item). 7. Approval of the cross-border migration and transfer of the Milkiland N.V.'s seat from the Netherlands to the Republic of Cyprus and to convert the legal form of the Company from a public company organized under the laws of the Netherlands to a public limited company under the laws of Cyprus (the “Re-domiciliation”) (voting item). 8.Approval of change of company name to Milkiland Public Company Limited (voting item). 9.Adoption of decision for the new registered office address of the Company upon its registration in Cyprus as a continuing company (voting item). 10.Amendment to and approval of the re-adoption of the Company’s new Articles of Association drafted in compliance with the laws of Cyprus (voting item). 11. Appointment of the external auditor for the financial year 2019 and 2020 (voting item). 12. Re-appointment of members of the Board of Directors: a. Re-appointment of Mr. Oleg Rozhko as non-executive director of the Board of Directors (voting item). b. Re-appointment of Mr. Willem Scato van Walt Meijer as non-executive director of the Board of Directors (voting item); c.Re-appointment of Mr. Vyacheslav Rekov as non-executive director of the Board of Directors (voting item). 13. Adoption of decision for appointment of Directors, Secretary and authorized representative of the Company upon its registration in Cyprus as a continuing company (voting item). 14. Miscellaneous (for discussion). 15. Closing of the General Meeting. The following documents (which include the information to be added thereto under section 2:392 paragraph 1 of the Dutch Civil Code) can be found (i) at the Company's website (www.milkiland.nl) and are available for inspection (ii) at the office of the Company at De Cuserstraat 93, 1081 CN Amsterdam, the Netherlands: a. the Agenda, b. the Explanatory notes to the Agenda, c. the Report of the Board of Directors and non-audited annual accounts for the financial year 2019 d. the Migration Plan, e. the Management Report, f. the ESPI Report, g.the Memorandum of Association and the Articles of Association of Milkiland N.V. (under Cyprus Law). As per the date hereof, the number of outstanding shares in the capital of the Company is 31,250,000 and the number of voting rights is 31,250,000. Registration and Record Date Pursuant to the laws of the Netherlands, the record date is the 28th day before the date of the General Meeting. Therefore the record date for the General Meeting is the 29th day of May 2020 at 23:59 p.m. (Amsterdam Time) (the “Record Date”). Holders of shares in the Company (including parties participating in a collective deposit) (the “Shareholders” and each a “Shareholder”) should request custodian banks or brokers (members of the National Deposit of Securities of Poland) operating their investment accounts on which shares in the capital of the Company are registered, to issue a registered depository certificate evidencing their shareholding in the Company on the Record Date and the right to participate in the General Meeting. To receive information on formal requirements of, and documents to be submitted to the broker or a custodian bank for the purpose of the issuance of registered depository certificates, Shareholders are advised to contact their brokers or custodian bank. These formalities apply mutatis mutandis to others with statutory meeting rights with respect to the Company (the “Other with Meeting Rights” and jointly “Others with Meeting Rights”). A Shareholder or an Other with Meeting Rights who intends to participate in the General Meeting shall have to deposit with the Company such registered depositary certificate as per the Record Date ultimately by the 19th day of June 2020 at 17:00 p.m. (Amsterdam Time). The original registered depository certificates shall be deposited with the Company at its subsidiary’s office in Ukraine (Attn.: Nataliia Tipikina, Milkiland N.V., 9 Boryspilska Street, 02099, P.O. Box 150, Kyiv, Ukraine). The Shareholders and the Others with Meeting Rights may deliver registered depositary certificates as per the Record Date in person, by courier or send them by ordinary registered mail; however, only registered depositary certificates delivered to the Company in due time will entitle the Shareholder or the Other with Meeting Rights to participate in the General Meeting. Attendance and Proxy The shareholders wishing to attend the General meeting in person should confirm their attendance by 16th day of June 2020. The Shareholders and the Others with Meeting Rights may participate in the General Meeting and exercise their rights, including as applicable the voting rights, at the General Meeting, in person or by an authorised representative or proxyholder. The respective authorisation should be given or evidenced in writing. Shareholders and Others with Meeting Rights may authorise each (candidate) civil-law notary of Baker & McKenzie Amsterdam N.V. as a proxyholder, to attend the General Meeting and, if applicable, exercise the voting rights in respect of their shares in accordance with the voting instructions, by filling in the form of proxy available on the Company's website (www.milkiland.com) and delivering it to the Company. Such proxy shall have to be received by the Company at its subsidiary’s office in Ukraine (Attn.: Nataliia Tipikina, Milkiland N.V., 9 Boryspilska Street, 02099, P.O. Box 150, Kyiv, Ukraine) and [email protected] at the latest on the 19th day of June 2020 at 17:00 p.m. (Amsterdam Time). Proof of identity and legal proxies are required to be admitted to the General Meeting. Conversion of the physical meeting into an electronic meeting The Board of Directors has the right to convert the physical meeting into an electronic meeting or may change the venue of the General meeting in accordance with the temporary Dutch act in connection with COVID-19 at least 48 hours prior to the General meeting. 28 April 2020 The Board of Directors Milkiland N.V. | |
