| Notice is hereby given of the annual general meeting of shareholders of Milkiland N.V., with corporate seat at Amsterdam, The Netherlands (the "Company") to be held on 19th day of June 2015 at 11.00 a.m. (Amsterdam time) at Strawinskylaan 1999, 1077 XV 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. Report of the Board of Directors on the financial year 2014 (for discussion). 3. Annual accounts for the financial year 2014: a.report on the execution of the remuneration policy 2014 (for discussion) b. proposal to adopt the annual accounts for the financial year 2014 (voting item); c. reservation and dividend policy (for discussion); d. allocation of net results (voting item). 4. Notification from the Board of Directors on the net profit appropriation and non-payment of dividends for the financial year 2014 (for discussion). 5.Granting of discharge to the members of the Board of Directors for their tasks during the financial year 2014 (voting item). 6. Appointment of the external auditor as referred to in section 2:393 of the Dutch Civil Code for the financial year 2015 (voting item). 7. Authorisation of the Board of Directors to repurchase shares (voting item). 8. Delegation powers relating to the issue of shares: a. proposal to delegate to the Board of Directors the power to resolve to issue shares and/or to grant rights to subscribe for shares (voting item); and b. proposal to delegate to the Board of Directors the power to resolve to restrict or exclude pre-emptive rights (voting item). 9. Re-appointment of members of the Board of Directors (voting item). a.Re-appointment of Mr. Anatoliy Yurkevych as an executive director of the Board of Directors, Chief Executive Officer; b. Re-appointment of Ms. Olga Yurkevich as an executive member of the Board of Directors, Chief Production Officer; c.Re-appointment of Mr. Vyacheslav Rekov as non-executive director of the Board of Directors, member of Audit Committee; d. Re-appointment of Mr. Vitaliy Strukov as non-executive director of the Board of Directors; e. Re-appointment of Mr. George Logush as non-executive director of the Board of Directors 10. Any other business (for discussion). 11. Closing of the General Meeting. The complete agenda, with explanatory notes to the agenda and the annual report and accounts for the financial year 2014 (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.com) and are available for review at the office of the Company Hillegomstraat 12-14,1058LS, 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 24th day of May 2015 at 23:59 p.m. (Amsterdam Time) (the "Record Date"). Holders of shares in the Company should request custodian banks or brokers (members of the National Deposit of Securities of Poland) operating their investment accounts on which shares 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, all shareholders are advised to contact their brokers or custodian bank. A shareholder who intends to participate in the General Meeting shall have to deposit with the Company such depositary certificate as from the Record Date until the 12th day of June 2015 at 17:00 p.m. (Amsterdam Time) at the latest (“Persons with Meeting Rights"). The original registered depository certificates shall be deposited with the Company at its Representative office in Ukraine (Office 219, 9 Boryspilska Street, 02099, P. O. Box 150, Kyiv, Ukraine). Shareholders 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 to participate in the General Meeting. Attendance and Proxy Persons with Meeting Rights may participate in the General Meeting and exercise the shareholder's rights, including the voting rights, at the General Meeting, in person or by an authorised representative or proxy, including an impartial proxy indicated by the Company. The respective authorisation should be given or evidenced in writing. Persons with Meeting Rights may authorise an impartial proxy, Willem van Walt Meijer, to attend the General Meeting and vote for his shares and on his behalf 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 (Office 219, 9 Boryspilska Street, 02099, P. O. Box 150, Kyiv, Ukraine) or [email protected] at the latest on the 12th day of June 2015. Proof of identity and legal proxies are required to be admitted to the General Meeting. Amsterdam, 24 April 2015 The Board of Directors | |
