| The Board of Directors of KSG Agro S.A. (the "Company") is pleased to convene you to the extraordinary general meeting (the Meeting) of the shareholders of the Company which will be held at the registered office of the Company at 46A, avenue J.F. Kennedy, L-1855 Luxembourg on December 2nd, 2013 at 11:00 a.m. CET, with the following agenda: 1. Convening notices; 2. Decision to remove BDO Audit as independent auditor (réviseur d’entreprises agréé) of the Company effective as of the date of the Meeting; 3. Designation and appointment of a new independent auditor (réviseur d'entreprises agréé) of the Company effective as of the date of the Meeting; 4. Acceptance and approval of the resignation of Mr. Tomasz Jankowski as Class A director of the Company effective as of the date of the Meeting; 5. Discharge (quitus) of Mr. Tomasz Jankowski as Class A director for the performance of his duties up to and including the effective date of his resignation, being for the avoidance of doubt the date of the Meeting; 6. Appointment of Mr. Oleksandr Perov as Class A director of the Company effective as of the date of the Meeting 7. Authorization and empowerment; and 8. Miscellaneous. The integral text of the documents which shall be submitted to the Meeting, the draft of the resolutions or the comments issued by the Board on each item on the proposed agenda of the Meeting as the case may be and to the extent applicable the drafts of the resolutions submitted by the shareholders can be obtained upon written request sent to the registered office of the Company or by e-mail at [email protected] (from web page http://www.ksgagro.com/en/investment/ir-contact/). One or more shareholders who together hold at least five percent (5%) of the share capital of the Company may request that one or more additional items be put on the agenda of the Meeting and deposit draft of resolutions related thereto. Such request shall be made in writing and sent to the registered office of the Company by mail post or e-mail at the following address [email protected] (from web page http://www.ksgagro.com/en/investment/ir-contact/) and shall enclose a justification or a draft of resolutions to be adopted at the occasion of the Meeting and shall be received by the Company at least the twenty-second (22nd) day preceding the date of the Meeting, i.e. November 10, 2013. The request shall indicate the postal or electronic address to which the Company shall send the acknowledgement of receipt of such requests. In accordance with article 5 (2) and 5 (3) of the law of May 24, 2011 on the exercise of certain rights by the shareholders at the occasion of the general meetings of the shareholders of listed companies (the Law), the shareholders who intend to participate to the Meeting shall notify the Company in writing at the latest on the registration date set on November 14, 2013 at 24:00 (the Registration Date) their intention to participate to the Meeting by mail post sent to the registered office of the Company or by e-mail to the following address [email protected] (from web page http://www.ksgagro.com/en/investment/ir-contact/) (the Notice), with such Notice including the name or company name, address or registered office, the number of shares held by the participating shareholder of the Company as of the Registration Date and a certificate issued by a financial institution or a custodian of the European Economic Area certifying the ownership of his/her/its shares as of the Registration Date and, indicating the name, address and with respect to companies, the number and name of the companies register where they are registered, together with the number and the class of the shares they hold. Only the persons who are shareholders of the Company as of the Registration Date will be entitled to participate to and vote at the Meeting. The shareholders may attend the Meeting either in person or be represented by way of a proxy. You will find enclosed as Schedule a power of attorney for your representation at the Meeting. Such proxy is also available on the website of the Company: http://www.ksgagro.com/en. Should you wish to be represented at the Meeting, please fill-in, date and sign the proxy and return it by fax or e-mail and courier to the attention of Audrey Jarreton (address: 6, rue Jean Monnet, L-2180 Luxembourg; fax: +352 26 43 28 67; e-mail: [email protected]) by November 29, 2013 11:00 a.m. CET at the latest. Legal grounds: Article 56.1 of Polish Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, and Article 3(4) of the Luxembourg law of 11 January 2008 relating to the transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market. | |
