| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
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| | | UNI - EN REPORT No | 8 | / | 2012 |
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| | Date of issue: | 2012-04-30 | | | | | | | | |
| | Short name of the issuer | | | | | | | |
| | INDUSTRIAL MILK COMPANY S.A. | |
| | Subject | | | | | | | | | | |
| | CONVENING NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF INDUSTRIAL MILK COMPANY S.A. | |
| | Official market - legal basis | | | | | | |
| | Inne uregulowania
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| | Unofficial market - legal basis | | | | | |
| | Contents of the report: | | | | | | | | |
| | Industrial Milk Company S.A. (the Company) will hold its annual general meeting of shareholders (the AGM) on Tuesday 5 June 2012, at its registered office at 16, avenue Pasteur, L-2310 Luxembourg, Grand Duchy of Luxembourg, at 10.00 a.m. Central European Time (CET) (or such subsequent date which might be notified per separate notice).
The AGM will have the following agenda:
1. Presentation and approval of the management report of the board of directors (the Report of the Board), the independent auditor's report on the annual accounts of the Company prepared in accordance with the laws and regulations of the Grand-Duchy of Luxembourg (the Auditor's Report), the individual annual accounts of the Company prepared in Lux Gap for the financial year ending 31 December 2011 (the Annual Accounts), the consolidated financial statements of the Company's group prepared in accordance with the International Financial Reporting Standards for the financial year ending December 2011 (the Consolidated Financial Statements) and presentation and report by the Board of the salary, fees and advantages paid to the executive directors.
2. Review and approval of the Annual Accounts of the Company for the financial year ending 31 December 2011
3. Review and approval of the Consolidated Financial Statements of the Company's group for the financial year ending 31 December 2011
4. Allocation of profits for the financial year ending 31 December 2011
5. Discharge to the Directors (including all past directors)
6. Ratification of the Board's decision dated 29 March 2011 accepting the resignation of Michael Peter LEE (director, having acted as non executive director) and the ratification of the appointment of Alex LISSITSA (director, appointed to act as non executive director) by the same Board of Directors dated 29 March 2011
7. Confirmation of the mandates of the current members of the Board of Directors
8. Approval and ratification of the Board's decision as to the appointment of INTERAUDIT as independent auditor for the purposes of the independent audit of the Annual Accounts and the Consolidated Financial Statements for the financial year ending 31 December 2011 as well as for the financial year 2012
9. Miscellaneous.
The AGM is formally convened 30 days before the meeting date by (i) the publication of the convening notice in a Luxembourg nationwide newspaper and on the Luxembourg Official Gazette (Mémorial C, Registre des Sociétés et Associations) and (ii) the dissemination of the convening notice on a EU-wide basis through appropriate media in accordance with the applicable Luxembourg legal provisions such as the Luxembourg law of 24 May 2011 on shareholders' rights in listed companies, the Luxembourg law of 10 August 1915 on commercial companies, the Luxembourg law of 11 January 2008 on transparency requirements and the Luxembourg law of 9 May 2006 on market abuse.
The convening notice shall be made available on the Company's website, from the date of the publication above-mentioned to the date of the AGM (included), at the following address http://www.imcmilk.com.ua.
The record date for shareholders to participate in the AGM is Wednesday 23 May 2012 at 24.00 CET (midnight) (the Record Date). Only shareholder who were holders of the Company's shares at the Record Date will be allowed to attend and vote to the AGM, subject to (i) the confirmation of their participation to the Company (through the form of participation available on the Company's website at http://www.imcmilk.com.ua) no later than Wednesday 23 May 2012, 18.00 CET and (ii) the delivery to the Company of the depositary certificate evidencing the shares held by the shareholder at the Record Date, within the forms and delays prescribed below.
In order to participate in the AGM a shareholder must:
1. Fill and sign the form of participation as made available on the Company's website (http://www.imcmilk.com.ua) and deliver it in original and duly signed, by mail (ordinary or registered) to the Company's registered office at 16, avenue Pasteur, L-2310 Luxembourg, Grand Duchy of Luxembourg (quoting "2012 IMC Annual General Meeting").
2. Obtain an original depositary certificate (the Shareholder's Certificate), dated as of the Record Date and issued by authorized entities maintaining the securities account of such shareholder, confirming the amount of shares held by the shareholder at the Record Date, such Shareholder's Certificate having a validity date falling not earlier than the date of the AGM.
3. Deliver no later than Tuesday 29 May 2012, 18.00 CET to the Company, either (A) the original of the Shareholder's Certificate dated as of the Record Date (i) in person, (ii) by hand-delivery, or (iii) by mail (ordinary or registered), at the Company's registered office at 16, avenue Pasteur, L-2310 Luxembourg, Grand Duchy of Luxembourg, or (B) a copy of the Shareholder's Certificate, by e-mail to Luxembourg@totalserve.eu.
4. Fill and sign the Proxy Voting Form and Instructions, in case of participation by correspondence or by proxy, and deliver it in original no later than Monday 4 June, 18.00 (CET) to the Company's registered office, either (i) by hand-delivery (with acknowledgement of receipt), (ii) by a registered mail quoting "2012 IMC Annual General Meeting" or (iii) by special courier, together with the original Shareholder's Certificate as evidencing the shares held by the Shareholder at the Record Date (if not yet delivered in original or copy within the forms and delays of the item 3. above).
The present document is valid for the AGM to be held on Tuesday 5 June 2012 at 10.00 a.m. CET, as well as for any rescheduled subsequent AGM having the same agenda, the case the quorum would not be achieved at the first meeting or for such other reason.
The agenda of the AGM and the proposed resolutions by the Company (incorporated herewith by reference) are available on the Company's website at the following address: http://www.imcmilk.com.ua. These documents must be considered by the Shareholder to make an informed assessment on the items of the agenda and the proposed resolutions.
For detailed information and instructions regarding the AGM, please see document "Important information for participating in the AGM", available on the Company's website at http://www.imcmilk.com.ua.
IMPORTANT INFORMATION FOR PARTICIPATING TO THE AGM
Dear Shareholders,
This document has been prepared by Industrial Milk Company S.A. (the Company) in connection with the upcoming Annual General Meeting of the Company’s shareholders (the AGM) to be held on Tuesday 5 June 2012 at 16, avenue Pasteur, L-2310 Luxembourg, Grand Duchy of Luxembourg, at 10.00 a.m. Central European Time (CET) (or such subsequent date which might be notified per separate notice).
The purpose of this document is to indicate and explain (i) the steps that should be taken by the shareholders in order to participate in the AGM, (ii) the rights of shareholders and applicable delays to respect and (iii) the voting procedures available to shareholders.
This document should be read in conjunction with the Company’s articles of association (the Articles of Association) and applicable provisions of Luxembourg law, such as the law of 24 May 2011 of shareholders' rights in listed company (the Shareholders' Rights Act) and the law of 10 August 1915 on commercial companies (the Companies' Act).
The present document is valid for the AGM to be held on Tuesday 5 June 2012 at 10.00 a.m. CET, as well as for any rescheduled subsequent AGM having the same agenda, the case the quorum would not be achieved at the first meeting, or for such other reasons.
1 Confirmation of attendance and record date
The AGM is properly convened 30 days before the meeting date by (i) the publication of the notice in a Luxembourg nationwide newspaper and on the Luxembourg Official Gazette (Mémorial C, Registre des Sociétés et Associations) and (ii) the dissemination of the notice on a EU-wide basis through appropriate media in accordance with the applicable Luxembourg legal provisions.
Each shareholder wishing to exercise its rights to attend and vote at the AGM should send to the Company a form to confirm its participation to the AGM (the Form of Participation), no later than Wednesday 23 May 2012, 18.00 CET.
The rights to vote at the AGM are determined in accordance with and at the record date (the Record Date), which is set on Wednesday 23 May 2012, at 24.00 (midnight) CET. Only shareholders who confirmed their participation to the Company on due time will be authorized to participate and vote at the AGM (the Authorized Shareholder(s)).
The Form of Participation can be downloaded from the Company’s website at http://www.imcmilk.com.ua and shall be returned in original by the Shareholder to the Company at the Notice Address (as defined hereafter) and following the instructions provided herein.
In addition to the Form of Participation, each shareholder who holds its shares in the Company through the facilities of the Polish National Deposit of Securities (KDPW) shall request an original depositary certificate (the Shareholder's Certificate) from the broker or custodian bank who is a participant of the KDPW and who maintains the securities account for such shareholder evidencing its amount of shares held at the Record Date.
A shareholder intending to participate to the AGM (in person, by correspondence, or by use of a proxy) shall provide the Company with a Shareholder's Certificate issued at the Record Date.
The Shareholder's Certificate shall be delivered in English. In the contrary, the shareholder shall provide at its own expense and in the same deadlines as the ones applicable to the delivery of the Shareholder's Certificate, a certified true translation by an officially agreed translator.
The Shareholder's Certificate should be issued by the shareholder’s broker or custodian bank at such time as to enable the shareholder to deliver the Shareholder's Certificate (original or copy) to the Company no later than on Tuesday 29 May 2012, 18.00 CET. In case of translation of the Shareholder's Certificate, the shareholder shall ensure the certified true translation (original or copy) is delivered to the Company together with the Shareholder's Certificate and no later than Tuesday 29 May 2012, 18.00 CET.
To receive information on formal requirements of, and documents to be submitted to the broker or the custodian bank for the purpose of the issuance of Shareholders' Certificates, all shareholders are advised to contact their brokers or custodian banks.
Each shareholder shall deliver the original Shareholder's Certificate either (i) in person, (ii) by hand-delivery or, (iii) by mail (ordinary or registered), at the address for notices to the Company as provided in item 6 ("Notices and further questions to the Company") (the Notice Address), no later than Monday 4 June 2012, 18.00 CET. A copy of the Shareholder's Certificate may also be delivered by e-mail to Luxembourg@totalserve.eu, but no later than Tuesday 29 May 2012, 18.00 CET.
Only Authorized Shareholders who were holders of the Company's shares at the Record Date will be allowed to attend and vote to the AGM subject to (i) the confirmation of their participation to the Company (through the form of participation available on the Company's website at http://www.imcmilk.com.ua, no later than Wednesday 23 May 2012, 18.00 CET and (ii) the delivery to the Company of the original Shareholder's Certificate, within the forms and delays prescribed herein.
2 Participation to the AGM
• Any Authorized Shareholder who holds one or more shares of the Company at Record Date is entitled to attend and vote at the AGM, if it fulfilled all formalities to confirm its participation within the applicable forms and delays. One share entitles to one vote on each resolution to be voted. Each Authorized Shareholder may participate:
1) In person (in the case of a natural person) or by means of its duly authorized representatives (in the case of a legal person).
2) By correspondence, using the proxy voting form (the Proxy Voting Form and Instructions) as available on the Company's website (http://www.imcmilk.com.ua). Only voting instructions expressed by the use of the provided Proxy Voting Form and Instructions (duly filled) are considered as valid and recorded.
The Proxy Voting Form and Instructions shall be delivered by the Shareholder to the Company, either (i) by hand-delivery (with acknowledgement of receipt), (ii) by a registered mail, or (iii) by special courier, to the Notice Address.
In any case, the Company shall receive the Proxy Voting Form and Instructions in original, together with a certified true copy of the international valid ID card, passport or other official document in English evidencing the Shareholder's identity and the original of the Shareholder's Certificate (if not delivered before) no later than Monday 4 June 2012, at 18.00 CET or it will not be recorded as valid.
3) By proxy (both in the case of a natural person or a legal person) through the appointment of a natural or legal person (the Proxy Holder) to attend and vote at the AGM in the Authorized Shareholder's name and upon written instructions of the Authorized Shareholder. The Proxy Holder may not be a shareholder.
The Proxy Holder must be designated in writing (the Proxy) and the Proxy must be delivered in original by mail (ordinary or registered) to the Notice Address.
In any case, the Company must receive the Proxy before Monday 4 June 2012, at 18.00 CET, or it will not be recorded as a valid Proxy and the Proxy Holder will not be authorized to attend and vote at the AGM on behalf of the Authorized Shareholder.
The Proxy Holder is entitled to act in the Authorized Shareholder's name and exercise the same rights the Authorized Shareholder benefits (please refer to item 3 "Rights of the Shareholder").
The Proxy Holder is only entitled to vote at the relevant general meeting for which the proxy is provided (or such subsequent meeting having the same agenda) and an Authorized Shareholder can only appoint one proxy to represent it.
Each Authorized Shareholder may act as a Proxy Holder for another Authorized Shareholder taking into account potential conflicts of interests and the obligation to act following written instructions of the proxy provider given in the Proxy Voting Form and Instructions (except the case where the Authorized Shareholder gave proxy to its Proxy Holder under the "Option A" of the Proxy Voting Form and Instructions).
• What documents should a participant bring at the AGM?
(i) A natural person is required to bring at the AGM an international valid ID card, passport or other official document in English confirming his/her identity;
(ii) a legal person is required to bring:
a) an extract in English from its respective trade register; and/or
b) other documents in English evidencing the right of a natural person to represent the Authorized Shareholder at the AGM (e.g., an unbroken chain of powers of attorney), and
c) an international valid ID card, passport or other official document in English confirming the identity of the Authorized Shareholder's representative.
(iii) a Proxy Holder appointed by an Authorized Shareholder is required to bring:
a) An ID card, passport or other official document in English confirming the identity of the Proxy Holder;
b) the Proxy in English (or a copy); and
c) the duly filled Proxy Voting Form and Instructions, signed by the Authorized Shareholder and any other written instructions given by the Authorized Shareholder to its Proxy Holder if the case may be (e.g., question to ask during the AGM…).
Please note that in all cases the Proxy to represent an Authorized Shareholder at the AGM can only be provided directly by the Authorized Shareholder himself (and not by a proxy of the Shareholder).
In case of any doubts relating to the Proxy Voting Form and Instructions or the Proxy presented by a Proxy Holder to participate in the AGM and admission thereto, the decision of the chairman of the AGM will be decisive regarding the admission of the considered Proxy Holder to attend and vote at the AGM.
For the convenience of its Authorized Shareholders, the Company proposes to appoint any lawyer (avocat à la Cour) of NautaDutilh Avocats Luxembourg, each individually and with full power of substitution, as proxy for the Authorized Shareholders (the Proposed Shareholders' Proxy) to attend the AGM and vote in accordance with the voting instructions of the Authorized Shareholder as provided in the duly filled Proxy Voting Form and Instructions, signed by the relevant Authorized Shareholder.
Please note, however, it is permitted to nominate a proxy other than the Proposed Shareholder's Proxy. One person may represent more than one Authorized Shareholder.
If the designated Proxy Holder is the Proposed Shareholders' Proxy, the following steps will be applicable:
1) Download and complete the Proxy Voting Form and Instructions available on the Company’s website at (http://www.imcmilk.com.ua) and indicate the Proposed Shareholders' Proxy as proxy;
2) Duly fill and sign the Proxy Voting Form and Instructions and the voting instructions herein (please be aware that voting instructions must be specifically provided for each resolution if the chosen proxy is the Proposed Shareholders' Proxy, otherwise the Proposed Shareholders' Proxy will abstain from voting for each resolution where no voting instructions were properly provided);
3) Attach thereto all documents specified in the Proxy Voting Form and Instructions (i.e., the original Shareholders' Certificate, if not already deposited with the Company, evidencing the rights of the Authorized Shareholder at the Record Date); and
4) Send the duly completed Proxy Voting Form and Instructions together with all required documents to the Company, no later than Monday 4 June 2012, 18.00 CET, within the forms and delays required for the participation by proxy as indicated in the Proxy Voting Form and Instructions.
• Important information:
(i) In any case, the original Proxy Voting Form and Instructions shall be delivered by the Shareholder to the Company together with the original Shareholder's Certificate (if not yet delivered) and all required documents before Monday 4 June 2012, 18.00 CET, or the voting instructions will not be recorded as valid.
(ii) The Proxy Voting Form and Instructions together with all required documents must be duly completed and signed to be recorded as valid voting instructions.
(iii) Only an Authorized Shareholder who provided the Company with its Shareholder's Certificate within the forms and delays required and who have not collected such Shareholder's Certificate before the AGM date, may appoint a proxy designated by the Company. In all other cases, the Proxy given by the shareholder will be or becomes ineffective.
(iv) If, for any item on the agenda of the AGM (the Agenda) requiring a vote, the voting instruction is not properly completed in the Proxy Voting Form and Instructions (except the case where the Authorized Shareholder gave proxy to its Proxy Holder under the "Option A" of the Proxy Voting Form and Instructions), the Proposed Shareholders' Proxy will abstain from voting.
(v) Voting through a Proposed Shareholders' Proxy is an option proposed by the Company for the sake of convenience. Naturally, each Authorized Shareholder may attend the AGM and vote its shares in person or through its own proxy.
(vi) The name, address and other information on the Authorized Shareholder shall be consistent in all documents. Admission to the AGM of persons other than those representing the Authorized Shareholders shall be decided solely by the Chairman of the AGM.
• How to revoke the Proxy granted to a Proxy Holder?
Each Authorized Shareholder may revoke a Proxy given to the Proxy Holder by sending a document expressly revoking the granted Proxy to the Company within the forms and delays indicated below.
The Proxy Holder must be revoked in writing (the Revocation) and the Revocation must be delivered in original and in English by mail (ordinary or registered) to the Notice Address.
Such Revocation will be effective and the Proxy will be revoked if it is delivered to the Company not later than Monday 4 June 2012, 18.00 CET. The Revocation needs to comply with the formalities of the original Proxy.
Each Authorized Shareholder may revoke the granted Proxy at the AGM itself.
3 Rights of the Authorized Shareholder
• The right to table draft resolutions and/or add items to the agenda
Any Authorized Shareholder acting solely or with other Authorized Shareholders, together holding at least 5% of the share capital, may:
(i) add items to the Agenda; and
(ii) table draft resolutions regarding items of or to be added to the Agenda.
Such request (the Request) must be made in writing in English and contain a justification regarding the proposal.
The Request must be delivered by latest 14 May 2012 (i) by mail (ordinary or registered) to the Notice Address, or (ii) by e-mail to Luxembourg@totalserve.eu and indicate an address (postal or electronic) where the Company may send the acknowledgement of receipt of the Request.
The Company will then add the proposed items to the Agenda and publish an amended version of the Agenda.
• The right to ask questions
Each Authorized Shareholder, acting in person or through its Proxy Holder, may ask questions regarding one or several items of the Agenda, during the AGM. If acting through its Proxy Holder, the Authorized Shareholder must give written instructions to the Proxy Holder for the questions to raise, or at least, a general right to ask all questions (regarding one or several items of the Agenda) the Proxy Holder may deem appropriate.
The Company will then answer to the questions raised, on a best-effort basis during the question and answers session of the AGM, on an individual or global basis (if the question was raised several times).
The Company will however not have to answer the question if the answer can be found in the Q&A section of the Company's website, at the following address: http://www.imcmilk.com.ua.
4 Language of documents
All documents relating to the AGM (including the Shareholders' Certificate) must be delivered to the Company in English. If any document has been prepared in any other language, the Authorized Shareholder must translate such document into English prior to the AGM and provide the Company with the translation together with the translated document, within the forms and delays as applicable to the translated document itself.
5 Language of AGM
The AGM will be conducted in English. Please note that the English language version of all resolutions is binding as the resolutions will be adopted in English.
6 Notices and further questions to the Company
Shareholders should address all notices and queries with respect to the AGM to the following Notice Address:
Industrial Milk Company S.A.
16, avenue Pasteur
L-2310 Luxembourg
Grand Duchy of Luxembourg
Or by email to the following e-mail address: Luxembourg@totalserve.eu
On all related correspondence (e.g., such as the object of the mail or the e-mail…), kindly indicate the following notice:
“2012 Annual General Meeting Industrial Milk Company S.A."
Please note that the Company's website is at the following address: http://www.imcmilk.com.ua
Legal basis: Legal basis: Paragraph 39.1.1 of the Regulation of the Minister of Finance dated 19 October 2005 on ongoing and
periodic information to be published by issuers of securities (Journal of Laws of 2005, No 209, item 1744, as
amended).
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