| Milkiland N.V. 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 34278763 (the "Company") to be held on the 15th day of June 2018 at 13.30 a.m. (Amsterdam time) at Havenmeesterweg 27, Schiphol Airport, Schiphol, 1118 CB, Amsterdam, the Netherlands (the "General Meeting"). The Agenda for the General Meeting, containing proposals made by the Board of Directors of the Company (the "Board of Directors"), is as follows: 1. Opening of the General Meeting. 2. Approval of appointment of Accon AVM as the external auditor as referred to in section 2:393 of the Dutch Civil Code for the financial year 2017 (voting item). 3. Appointment of the external auditor as referred to in section 2:393 of the Dutch Civil Code for the financial year 2018 (voting item). 4. Report of the Board of Directors on the financial year 2017 (for discussion). 5. Annual accounts for the financial year 2017: a. report on the execution of the remuneration policy 2017 (for discussion); b. adoption of the annual accounts for the financial year 2017 (voting item); c. reservation and dividend policy (for discussion); d. notification from the Board of Directors on the allocation of net results and non-payment of dividends for the financial year 2017 (for discussion). 6. Granting of discharge to the members of the Board of Directors for their tasks during the financial year 2017 (voting item). 7. Authorisation of the Board of Directors to repurchase shares (voting item). 8. 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). 9. 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); d. Re-appointment of Mr. George Christopher Logusch as non-executive director of the Board of Directors (voting item). e. Re-appointment of Mr. Pavlo Sheremeta as non-executive director of the Board of Directors (voting item). 10. Approval of the amended and restated Remuneration policy Milkiland N.V. (voting item). 11. Miscellaneous (for discussion). 12. Closing of the General Meeting. The complete Agenda, the explanatory notes to the Agenda and the Report of the Board of Directors and annual accounts for the financial year 2017 (which include the information to be added thereto under section 2:392 paragraph 1 of the Dutch Civil Code) can be found on the Company's website (www.milkiland.nl) and are available for inspection at the office of the Company at De Cuserstraat 93, 1081 CN Amsterdam, the Netherlands. 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 Netherlands laws, the record date is the 28th day before the date of the General Meeting. Therefore the record date for the General Meeting is the 18th day of May 2018 at 23:59 p.m. (Amsterdam Time) (the "Record Date"). Holders of shares in the Company (including parties participating in a collective deposit) ("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. A Shareholder or other person with meeting rights with respect to the Company ("Other with Meeting Rights" and jointly "Others with Meeting Rights") who intends to participate in the General Meeting shall have to deposit with the Company such registered depositary certificate as from the Record Date until the 8th day of June 2018 at 17:00 p.m. (Amsterdam Time) at the latest. The original registered depository certificates shall be deposited with the Company at its representative office in Ukraine (Attn.: Nataliia Tipikina, Milkiland N.V., 9 Boryspilska Street, 02099, P.O. Box 150, Kyiv, Ukraine)). Shareholders and Others with Meeting Rights may deliver registered depository certificates valid as per the Record Date in person, by courier or send them by ordinary registered mail, however only registered depository certificates delivered to the Company in due time will entitle the Shareholder or Other with Meeting Rights to participate in the General Meeting. Attendance and Proxy Shareholders and 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 Willem van Walt Meijer as a proxyholder, to attend the General Meeting and, if applicable, exercise the voting rights in respect of his shares in observance of 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 Representative 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 8th day of June 2018 at 17:00 p.m. (Amsterdam Time). Proof of identity and legal proxies are required to be admitted to the General Meeting. 27 April 2018 The Board of Directors | |
