| The Board of KSG Agro S.A. is pleased to convene you to the extraordinary general meeting of the shareholders of the Company (the Meeting) which will be held at 5, rue Zénon Bernard, L-4030 Esch-sur-Alzette, Grand Duchy of Luxembourg on August 27th, 2012 at 2 p.m. CET, with the following agenda: 1. Convening notices; 2. Amendment of article 15.4. of the articles of association of the Company (the Articles), which shall read as follows: “The annual General Meeting shall be held in Luxembourg in accordance with Luxembourg law at the registered office of the Company or at such other place as specified in the notice of the meeting, on the 30th day in the month of June, at 11:00 a.m. If such day is a legal or a bank holiday in Luxembourg, the annual General Meeting shall be held on the following Business Day in Luxembourg."; 3. Decision to remove BDO Audit as statutory/independent auditor of the Company; 4. Acknowledgement, approval and, to the extent necessary, ratification of the appointment of PricewaterhouseCoopers, with registered office at 400, route d’Esch, L-1014 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 65.477, as independent auditor (réviseur d’entreprises agréé) of the Company; 5. Discharge (quitus) to BDO Audit as auditor (commissaire aux comptes) of the Company for the performance of its duties from the date of its appointment until the date of its removal; 6. Miscellaneous. The shareholders are hereby informed that unless otherwise provided by law or by the articles of association of the Company, resolutions are passed at the majority of more than one-half of all voting rights present or represented. No business shall be transacted at any general meeting unless a quorum of shareholders is present at the time when the meeting proceeds to business; save as otherwise provided in the articles of association of the Company, shareholders holding 40% of the total votes of shares issued as of the date of the Meeting, present in person or by proxy, shall form the quorum. You will find enclosed a proxy for your representation at the Meeting. If in agreement, please fill-in, date and sign the proxy and return it by fax or e-mail and courier to the attention of Bernard Beerens (address: 37A, avenue J.F. Kennedy, L-1855 Luxembourg; fax: +352 26 26 79 89; e-mail: [email protected] ) prior to January 26, 2012. Legal grounds: Article 5 (2) 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 and Article 56 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading systems and on public companies. | |
