| IMC S.A. (the Company) will hold its Annual General Meeting of Shareholders (the AGM) on 14 June 2018 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 14 June 2018 at 10.00 a.m. CET at the registered office of the Company with agenda as follows: 1. To nominate Mr Christian Tailleur or any other employee of TotalServe Management (Luxembourg) S.A. as the chairman of the general meeting of shareholders. 2. To nominate Mrs Catia Campos or any other employee of TotalServe Management (Luxembourg) S.A. as the scrutineer of the general meeting of shareholders. 3. Presentation and approval of the management report of the board of directors of the Company (the "Board of Directors") (the "Report of the Board"), the independent auditor's report on the annual accounts of the Company prepared in accordance with the laws and regulations of the Grand Duchy of Luxembourg (the "Auditor's Report"), the individual annual accounts of the Company for the financial year ending 31 December 2017 (the "Annual Accounts"), the consolidated financial statements of the Company's group prepared in accordance with the International Financial Reporting Standards for the financial year ending 31 December 2017 (the "Consolidated Financial Statements") and presentation and report by the Board of Directors of the salary, fees and advantages paid to the executive directors. 4. Review and approval of the Annual Accounts of the Company for the financial year ending 31 December 2017. 5. Review and approval of the Consolidated Financial Statements of the Company's group for the financial year ending 31 December 2017. 6. Allocation of the profit for the financial year ending 31 December 2017. 7. To acknowledge that the approved audit firm (cabinet de révision agréé) of the Company appointed on 25 April 2017, namely H.R.T. Révision S.A., 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 ("HRT Révision") has merged into BDO Audit, a public limited liability company (société anonyme) with 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 B 147570 ("BDO Audit"); the latter continuing the activities of HRT Révision. 8. To consider, approve and ratify the signature of an engagement letter with BDO Audit dated 3 January 2018, formalising the relationship between BDO Audit as the approved audit firm (cabinet de revision agréé) of the Company and the Company, including for auditing the financial statements of the Company for the financial year ending on 31 December 2017. 9. Discharge to the members of the Board of Directors. 10. Confirmation of the mandates of the current members of the Board of Directors. 11. Miscellaneous. The AGM 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 l aw 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 AGM (included), at the following address http://www.imcagro.com.ua. 1 Confirmation of attendance and record date The AGM is properly convened 30 days before the meeting date by (i) the publication of the notice in a Luxembourg nationwide newspaper and the Recueil Électronique des Sociétés et Associations and (ii) the dissemination of the notice on a EU-wide basis through appropriate media in accordance with the applicable Luxembourg legal provisions. Each shareholder wishing to exercise its rights to attend and vote at the AGM should send to the Company a form to confirm its participation to the AGM (the "Form of Participation"), no later than Thursday 31 May 2018, 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 Thursday 31 May 2018, 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 at the Notice Address (as defined hereafter) and following the instructions provided herein. 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. A shareholder intending to participate to the AGM (in person, by correspondence, or by use of a proxy) shall provide the Company with a Shareholder's Certificate issued at the Record Date. The Shareholder's Certificate shall be delivered in English. In the contrary, the shareholder shall provide at its own expense and within the same deadlines as the ones applicable to the delivery of the Shareholder's Certificate, a certified true translation by an officially agreed translator. The Shareholder's Certificate should be issued by the shareholder’s broker or custodian bank at such time as to enable the shareholder to deliver the Shareholder's Certificate (original or copy) to the Company no later than on Thursday 7 June 2018, 18.00 CET. In case of translation of the Shareholder's Certificate, the shareholder shall ensure the certified true translation (original or copy) is delivered to the Company together with the Shareholder's Certificate and no later than Thursday 7 June 2018, 18.00 CET. To receive information on formal requirements of, and documents to be submitted to the broker or the custodian bank for the purpose of the issuance of Shareholders' Certificates, all shareholders are advised to contact their brokers or custodian banks. Each shareholder shall deliver the original Shareholder's Certificate either (i) in person, (ii) by hand-delivery or, (iii) by mail (ordinary or registered), at the address for notices to the Company as provided in item 6 ("Notices and further questions to the Company") (the "Notice Address"), no later than Tuesday 12 June 2018, 18.00 CET. A copy of the Shareholder's Certificate may also be delivered by e-mail to [email protected], but no later than Thursday 7 June 2018, 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 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 Thursday 31 May 2018, 18.00 CET and (ii) the delivery to the Company of the original Shareholder's Certificate, within the forms and delays prescribed herein. 2 Participation in the AGM • Any Authorized Shareholder who holds one or more shares of the Company at the Record Date is entitled to attend and vote at the AGM, if it fulfilled all formalities to confirm its participation within the applicable forms and delays. One share entitles to one vote on each resolution to be voted. Each Authorized Shareholder may participate: 1) In person (in the case of a natural person) or by means of its duly authorized representatives (in the case of a legal person). 2) By correspondence, using the proxy voting form (the "Proxy Voting Form and Instructions") as available on the Company's website (www.imcagro.com.ua). Only voting instructions expressed by the use of the provided Proxy Voting Form and Instructions (duly filled) are considered as valid and recorded. The Proxy Voting Form and Instructions shall be delivered by the Shareholder to the Company, either (i) by hand-delivery (with acknowledgement of receipt), (ii) by a registered mail, or (iii) by special courier, to the Notice Address. In any case, the Company shall receive the Proxy Voting Form and Instructions in original, together with a certified true copy of the international valid ID card, passport or other official document in English evidencing the Shareholder's identity and the original of the Shareholder's Certificate (if not delivered before) no later than Tuesday 12 June 2018, at 18.00 CET or it will not be recorded as valid. 3) By proxy (both in the case of a natural person or a legal person) through the appointment of a natural or legal person (the "Proxy Holder") to attend and vote at the AGM in the Authorized Shareholder's name and upon written instructions of the Authorized Shareholder. The Proxy Holder may not be a shareholder. The Proxy Holder must be designated in writing (the "Proxy") and the Proxy must be delivered in original by mail (ordinary or registered) to the Notice Address. In any case, the Company must receive the Proxy before Tuesday 12 June 2018, at 18.00 CET, or it will not be recorded as a valid Proxy and the Proxy Holder will not be authorized to attend and vote at the AGM on behalf of the Authorized Shareholder. The Proxy Holder is entitled to act in the Authorized Shareholder's name and exercise the same rights the Authorized Shareholder benefits (please refer to item 3 "Rights of the Shareholder"). The Proxy Holder is only entitled to vote at the relevant general meeting for which the proxy is provided (or such subsequent meeting having the same agenda) and an Authorized Shareholder can only appoint one proxy to represent it. Each Authorized Shareholder may act as a Proxy Holder for another Authorized Shareholder taking into account potential conflicts of interests and the obligation to act following written instructions of the proxy provider given in the Proxy Voting Form and Instructions (except the case where the Authorized Shareholder gave proxy to its Proxy Holder under the "Option A" of the Proxy Voting Form and Instructions). • What documents should a participant bring at the AGM? (i) A natural person is required to bring at the AGM an international valid ID card, passport or other official document in English confirming his/her identity; (ii) A legal person is required to bring: a) an extract in English from its respective trade register; and/or b) other documents in English evidencing the right of a natural person to represent the Authorized Shareholder at the AGM (e.g., an unbroken chain of powers of attorney), and c) an international valid ID card, passport or other official document in English confirming the identity of the Authorized Shareholder's representative. (iii) A Proxy Holder appointed by an Authorized Shareholder is required to bring: a) an ID card, passport or other official document in English confirming the identity of the Proxy Holder; b) the Proxy in English (or a copy); and c) the duly filled Proxy Voting Form and Instructions, signed by the Authorized Shareholder and any other written instructions given by the Authorized Shareholder to its Proxy Holder if the case may be (e.g., question to ask during the AGM). Please note that in all cases the Proxy to represent an Authorized Shareholder at the AGM can only be provided directly by the Authorized Shareholder himself (and not by a proxy of the Shareholder). In case of any doubts relating to the Proxy Voting Form and Instructions or the Proxy presented by a Proxy Holder to participate in the AGM and admission thereto, the decision of the chairman of the AGM will be decisive regarding the admission of the considered Proxy Holder to attend and vote at the AGM. For the convenience of its Authorized Shareholders, the Company proposes to appoint any lawyer (avocat) or attorney at law (avocat à la Cour) of NautaDutilh Avocats Luxembourg S.à r.l., each individually and with full power of substitution, as proxy for the Authorized Shareholders (the "Proposed Shareholders' Proxy") to attend the AGM and vote in accordance with the voting instructions of the Authorized Shareholder as provided in the duly filled Proxy Voting Form and Instructions, signed by the relevant Authorized Shareholder. Please note, however, it is permitted to nominate a proxy other than the Proposed Shareholders' Proxy. One person may represent more than one Authorized Shareholder. If the designated Proxy Holder is the Proposed Shareholders' Proxy, the following steps will be applicable: 1) Download and complete the Proxy Voting Form and Instructions available on the Company’s website at (www.imcagro.com.ua) and indicate the Proposed Shareholders' Proxy as proxy; 2) Duly fill and sign the Proxy Voting Form and Instructions and the voting instructions herein (please be aware that voting instructions must be specifically provided for each resolution if the chosen proxy is the Proposed Shareholders' Proxy, otherwise the Proposed Shareholders' Proxy will abstain from voting for each resolution where no voting instructions were properly provided); 3) Attach thereto all documents specified in the Proxy Voting Form and Instructions (i.e., the original Shareholders' Certificate, if not already deposited with the Company, evidencing the rights of the Authorized Shareholder at the Record Date); and 4) Send the duly completed Proxy Voting Form and Instructions together with all required documents to the Company, no later than Tuesday 12 June 2018, 18.00 CET, within the forms and delays required for the participation by proxy as indicated in the Proxy Voting Form and Instructions. • Important information: (i) In any case, the original Proxy Voting Form and Instructions shall be delivered by the shareholder to the Company together with the original Shareholder's Certificate (if not yet delivered) and all required documents before Tuesday 12 June 2018, 18.00 CET, or the voting instructions will not be recorded as valid. (ii) The Proxy Voting Form and Instructions together with all required documents must be duly completed and signed to be recorded as valid voting instructions. (iii) Only an Authorized Shareholder who provided the Company with its Shareholder's Certificate within the forms and delays required and who have not collected such Shareholder's Certificate before the AGM date, may appoint a proxy designated by the Company. In all other cases, the Proxy given by the shareholder will be or becomes ineffective. (iv) If, for any item on the agenda of the AGM (the "Agenda") requiring a vote, the voting instruction is not properly completed in the Proxy Voting Form and Instructions (except the case where the Authorized Shareholder gave proxy to its Proxy Holder under the "Option A" of the Proxy Voting Form and Instructions), the Proposed Shareholders' Proxy will abstain from voting. (v) Voting through a Proposed Shareholders' Proxy is an option proposed by the Company for the sake of convenience. Naturally, each Authorized Shareholder may attend the AGM and vote its shares in person or through its own proxy. (vi) The name, address and other information on the Authorized Shareholder shall be consistent in all documents. Admission to the AGM of persons other than those representing the Authorized Shareholders shall be decided solely by the Chairman of the AGM. • How to revoke the Proxy granted to a Proxy Holder? Each Authorized Shareholder may revoke a Proxy given to the Proxy Holder by sending a document expressly revoking the granted Proxy to the Company within the forms and delays indicated below. The Proxy Holder must be revoked in writing (the "Revocation") and the Revocation must be delivered in original and in English by mail (ordinary or registered) to the Notice Address. Such Revocation will be effective and the Proxy will be revoked if it is delivered to the Company not later than Tuesday 12 June 2018, 18.00 CET. The Revocation needs to comply with the formalities of the original Proxy. Each Authorized Shareholder may revoke the granted Proxy at the AGM itself. 3 Rights of the Authorized Shareholder • The right to table draft resolutions and/or add items to the agenda Any Authorized Shareholder acting solely or with other Authorized Shareholders, together holding at least 5% of the share capital, may: (i) add items to the Agenda; and (ii) table draft resolutions regarding items of or to be added to the Agenda. Such request (the "Request") must be made in writing in English and contain a justification regarding the proposal. The Request must be delivered by latest Wednesday 23 May 2018 (i) by mail (ordinary or registered) to the Notice Address, or (ii) by e-mail to [email protected] and indicate an address (postal or electronic) where the Company may send the acknowledgement of receipt of the Request. The Company will then add the proposed items to the Agenda and publish an amended version of the Agenda. • The right to ask questions Each Authorized Shareholder, acting in person or through its Proxy Holder, may ask questions regarding one or several items of the Agenda, during the AGM. If acting through its Proxy Holder, the Authorized Shareholder must give written instructions to the Proxy Holder for the questions to raise, or at least, a general right to ask all questions (regarding one or several items of the Agenda) the Proxy Holder may deem appropriate. The Company will then answer to the questions raised, on a best-effort basis during the question and answers session of the AGM, on an individual or global basis (if the question was raised several times). The Company will however not have to answer the question if the answer can be found in the Q&A section of the Company's website, at the following address: www.imcagro.com.ua. 4 Language of documents All documents relating to the AGM (including the Shareholders' Certificate) must be delivered to the Company in English. If any document has been prepared in any other language, the Authorized Shareholder must translate such document into English prior to the AGM and provide the Company with the translation together with the translated document, within the forms and delays as applicable to the translated document itself. 5 Language of AGM The AGM will be conducted in English. Please note that the English language version of all resolutions is binding as the resolutions will be adopted in English. 6 Notices and further questions to the Company Shareholders should address all notices and queries with respect to the AGM to the following Notice Address: IMC S.A. 16, rue Erasme L-1468 Luxembourg Grand Duchy of Luxembourg Or by email to the following e-mail address: [email protected]. On all related correspondence (e.g., such as the object of the mail or the e-mail), kindly indicate the following notice: “2018 Annual General Meeting IMC S.A.” Please note that the Company's website is at the following address: www.imcagro.com.ua | |
