| Industrial Milk Company S.A. _the Company_ will hold its extraordinary general meeting of shareholders _the EGM_ on Tuesday, 25 April 2017 at 26-28, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, at 10.00 a.m. Central European Time _CET_ _or such subsequent date which might be notified per separate notice_. The EGM will have the following agenda: 1. To acknowledge the resignation of KPMG Luxembourg, a cooperative company (société cooperative) incorporated under the laws of Luxembourg, with registered office at 39, avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 149133 as the approved audit firm (cabinet de révision agréé) of the Company effective as from 25 January 2017. 2. To consider, approve and, ratify the appointment of, H.R.T. Révision S.A. (a member of the PKF International network), a public limited liability company (société anonyme) with registered office at 163, rue du Kiem L - 8030 Strassen, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 51238 as the approved audit firm (cabinet de révision agréé) of the Company for a mandate beginning on 26 January 2017 (which includes, for the avoidance of doubt, the mandate for auditing the financial statements of the Company for the financial year ending 31 December 2016) and expiring at the annual general meeting of shareholders of the Company to be held in 2020. The audit committee of the Company has expressed its preference in favour of the engagement of H.R.T. Révision S.A. 3. To consider and approve the appointment of PricewaterhouseCoopers, a cooperative company (société cooperative) incorporated under the laws of Luxembourg, with registered office at 2, rue Gerhard Mercator, L-2182 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 65477 as the approved audit firm (cabinet de révision agréé) of the Company for a mandate beginning on 26 January 2017 (which includes, for the avoidance of doubt, the audit of the financial statements of the Company for the financial year ending 31 December 2016) and expiring at the annual general meeting of shareholders of the Company to be held in 2020. 4. Miscellaneous. The EGM is formally convened 30 days before the meeting date by _i_ the publication of the convening notice in a Luxembourg nationwide newspaper and on the on the Luxembourg Official Gazette _Mémorial C, Recueil des Sociétés et Associations_ and _ii_ the dissemination of the convening notice on a EU-wide basis through appropriate media in accordance with the applicable Luxembourg legal provisions such as the Luxembourg law of 24 May 2011 on shareholders' rights in listed companies, the Luxembourg law of 10 August 1915 on commercial companies, the Luxembourg law of 11 January 2008 on transparency requirements and the Luxembourg law of 9 May 2006 on market abuse. The convening notice shall be made available on the Company's website, from the date of the publication above-mentioned to the date of the EGM _included_, at the following address http://www.imcagro.com.ua. Notice to shareholders - need to register for participation Each shareholder wishing to exercise its rights to attend and vote at the EGM should send to the Company a form to confirm its participation in the EGM (the "Form of Participation") available on the Company's website, no later than Tuesday 11 April 2017, 18.00 CET. The rights to vote at the EGM are determined in accordance with and at the record date (the "Record Date"), which is set on Tuesday 11 April 2017, 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 EGM (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. 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 18 April 2017, 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 to the EGM 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 11 April 2017, 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 EGM". Further information is available on the Company's website and in particular in the document called "IMPORTANT INFORMATION FOR PARTICIPATING TO THE EGM". Shareholders of the Company may obtain further information on the EGM by addressing their request to the Company by email ([email protected]) or by post at the registered office of the Company (quoting "2017 IMC EGM"). 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 put items on the agenda of the EGM and to table draft resolutions for items included or to be included on the agenda of the EGM. These rights shall be exercised upon written requests of the shareholders (which needs to be an Authorized Shareholder) submitted to the Company by postal services at the registered address of the Company or by email ([email protected]) (quoting "2017 IMC EGM"). 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 EGM 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 3 April 2017. Legal basis: Legal basis: Paragraph 39.1.1 of the Regulation of the Minister of Finance dated 19 October 2005 on ongoing and periodic information to be published by issuers of securities _Journal of Laws of 2005, No 209, item 1744, as amended_. | |
