| The Board of Directors of KSG Agro S.A. (The “Company)" is pleased to convene you to the ordinary general meeting of the shareholders of the Company (the Meeting) which will be held at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg on December 28, 2012 at 2:00 pm CET, with the following agenda: 1. Convening notices; 2. Decision to approve and authorize, within the scope of article 49-2 of the Luxembourg law on commercial companies of August 10, 1915, as amended from time to time (the Company Law), the acquisition by the Company of a portion of its own shares in compliance with the conditions provided for the Buyback in articles 4 and 5 of the commission regulation (EC) 2273/2003 of December 22, 2003 implementing the Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilization of financial instruments (the Commission Regulation); 3. Decision to set the terms and conditions of the Buyback in accordance with article 49-2 of the Company Law as follows: (a) the maximum number of shares to be acquired is set at five hundred thousand (500,000) shares in the issued share capital of the Company (the Purchased Shares); (b) the period within which the Company is authorized to implement the Buyback in one or more operations is set at eighteen (18) months from the date of the Meeting; (c) the purchase price per Purchased Share in relation to the Buyback is set at a minimum of one Polish Zloty (PLN 1.-) and at a maximum of twenty-five Polish Zloty (PLN 25.-); and (d) the Buyback may not have the effect of reducing the net assets of the Company below the amount specified in article 72-1, indents (1) and (2) of the Company Law which provides that: “ (1) except for cases of reductions of subscribed capital, no distribution to shareholders may be made when on the closing date of the last financial year the net assets as set out in the annual accounts are, or following such a distribution would become, lower than the amount of the subscribed capital plus the reserves which may not be distributed under law or by virtue of the articles. (2) the amount of the subscribed capital referred to under (1) shall be reduced by the amount of subscribed capital remaining uncalled if the latter amount is not included as an asset in the balance sheet." 4. Decision to create a non-distributable reserve of an amount equal to the aggregate purchase price paid by the Company for the acquisition of the Purchased Shares pursuant to the Buyback, to be accounted for as a liability on the balance sheet of the Company; 5. Decision to acknowledge that, in accordance with article 49-5 of the Company Law, the voting rights attached to the Purchased Shares acquired by the Company pursuant to the Buyback shall be suspended for the entire period the Company holds such Purchased Shares; 6. Decision to acknowledge that the Buyback will be realized on the Warsaw Stock Exchange and in accordance with the conditions set forth in article 5 of the Commission Regulation; 7. Decision to approve the appointment of a broker by the board of directors of the Company to carry out the Buyback on the Warsaw Stock Exchange; 8. Authorization and empowerment; and 9. 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 (1/2) of all voting rights present or represented. 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 December 20, 2012. 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 December 12, 2012 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 a proxy for your representation at the Meeting. Such proxy is also available on the website of the Company: http://www.ksgagro.com/en. 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 Audrey Jarreton (address: 37A, avenue J.F. Kennedy, L-1855 Luxembourg; fax: +352 26 26 79 89; e-mail: [email protected]) prior to December 27, 2012. The information to be published pursuant to article 3 (4) of the Law together with the form of the Notice, the registration certificate (to be issued by a financial institution or a custodian of the European Economic Area certifying the ownership of the shares as of the Registration Date), and the proxy are available to the shareholders on the website of the Company for an uninterrupted period, commencing on the day of publication of the present convening notice to the Meeting and including the date of the Meeting. 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 of Directors 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/). 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. | |
