| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
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| | | UNI - EN REPORT No | 13 | / | 2013 |
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| | Date of issue: | 2013-09-20 | | | | | | | | |
| | Short name of the issuer | | | | | | | |
| | INDUSTRIAL MILK COMPANY S.A. | |
| | Subject | | | | | | | | | | |
| | CONVENING NOTICE OF THE EXTRAORDINARY 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 Extraordinary Meeting of the Company’s shareholders (the EGM) on Thursday 24 October 2013 at 26-28, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg (or such subsequent date which might be notified per separate notice).
The EGM will have the following agenda:
1. Acknowledgement of the resignation of Mr Ievgen OSYPOV and Mr Carl-Olof STUREN as members of the board of directors of the Company with effect as from 15 May 2013, respectively 30 June 2013.
2. To approve the final nomination of Mrs Karen Fisher and Mr Alfons Balmann as the new non-executive directors of the Company appointed pursuant to the minutes of the board of directors of the Company dated 10 September 2013. The non-executive directors are appointed for a period of 6 (six) years. Their mandates will expire at the annual general meeting of shareholders of the Company to be held in 2019.IMPORTANT INFORMATION
1. To participate to the EGM, the original, duly completed form of participation (the Form of Participation) (as available on the website of the Company at http://www.imcagro.com.ua), signed by the Shareholder, shall be delivered by the Shareholder to the Company no later than Friday 11 October 2013, 18.00 CET.
2. To participate to the EGM, the original or a copy of the Shareholder's Certificate in English shall be delivered to the Company no later than Thursday 17 October 2013, 18.00 CET.
3. To participate by correspondence to the EGM, an original, duly completed Proxy Voting Form and Instruction, signed by the Shareholder, together with the 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 (in English and if not delivered before Thursday 17 October 2013, 18.00 CET) and all necessary attachments, shall be delivered by the Shareholder to the Company no later than Tuesday 22 October 2013, 18.00 CET (for detailed information, please see document “Important information for participating in the EGM" available on the Company's website at http://www.imcagro.com.ua).
4. To participate by proxy to the EGM, the original, duly completed Proxy Voting Form and Instruction, signed by the Shareholder, together with the copy of the international valid ID card, passport or other official document in English evidencing the Proxy Holder's identity and the original of the Shareholder's Certificate (in English and if not delivered before Thursday 17 October 2013, 18.00 CET) and all necessary attachments, shall be delivered by the Shareholder to the Company no later than Tuesday 22 October 2013, 18.00 CET (for detailed information, please see document “Important information for participating in the EGM" available on the Company's website at http://www.imcagro.com.ua).
5. The agenda of the EGM and the proposed resolutions by the Company, incorporated herewith by reference, are available on the Company's website (at the following address: http://www.imcagro.com.ua). These documents shall be considered by the Shareholder to make an informed assessment on the items of the agenda and the proposed resolutions.
6. If proxy voting instructions are not provided for a specific resolution (except the case where the Shareholder gave the power to its Proxy Holder under "Option A"), the vote cast for this resolution will be considered as void and the Proxy Holder will abstain from voting on this resolution (if applicable).
7. For the Proxy Voting Form and Instructions to be valid, the name of the Shareholder must be identical in the Form of Participation, the Proxy Voting Form and Instructions and the Shareholder's Certificate and, in case of voting by correspondence, the international valid ID card, passport or other official document in English evidencing the Shareholder's identity (for detailed information regarding the Shareholder's Certificate, please see document “Important information for participating in the EGM").
The present proxy is valid for the EGM to take place on Thursday 24 October 2013, as well as for any rescheduled subsequent EGM having the same agenda, in the case the quorum would not be achieved at the first meeting, or for such other reasons.
For detailed agenda information, please refer to the convening notice and the agenda for the EGM available on the website of the Company at http://www.imcagro.com.ua.1 Confirmation of attendance and record date
The EGM 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.
If the EGM is reconvened for lack of quorum, the convening notice for the reconvened meeting with the same agenda will be published at least 17 days before the meeting date.
Each shareholder wishing to exercise its rights to attend and vote at the EGM should send to the Company a form to confirm its participation to the EGM (the Form of Participation) no later than Friday 11 October 2013, 18.00 CET.
The rights to vote at the EGM are determined in accordance with and at the record date (the Record Date), which is set on Friday 11 October 2013, 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 EGM (the Authorized Shareholder(s)).
The Form of Participation can be downloaded from the Company’s website at http://www.imcagro.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 EGM (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 Thursday 17 October 2013, 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 Thursday 17 October 2013, 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 Tuesday 22 October 2013, 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 Thursday 17 October 2013, 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 EGM, 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.imcagro.com.ua) no later than Friday 11 October 2013, 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 EGM
• Any Authorized Shareholder who holds one or more shares of the Company at Record Date is entitled to attend and vote at the EGM, 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 made available on the Company's website (http://www.imcagro.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, no later than Tuesday 22 October 2013, at 18.00 CET and the original of the Shareholder's Certificate (if not delivered before) 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 EGM 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 Tuesday 22 October 2013, 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 EGM 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 EGM?
(i) A natural person is required to bring at the EGM 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 EGM (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 EGM…).
Please note that in all cases the Proxy to represent an Authorized Shareholder at the EGM 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 EGM and admission thereto, the decision of the chairman of the EGM will be decisive regarding the admission of the considered Proxy Holder to attend and vote at the EGM.
For the convenience of its Authorized Shareholders, the Company proposes to appoint any lawyer 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 EGM 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.imcagro.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 Tuesday 22 October 2013, 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 Tuesday 22 October 2013, 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 EGM 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 EGM (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 EGM 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 EGM of persons other than those representing the Authorized Shareholders shall be decided solely by the Chairman of the EGM.
• 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 Tuesday 22 October 2013, 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 EGM 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 Wednesday 2 October 2013 (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 EGM. 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 EGM, 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.imcagro.com.ua.
4 Language of documents
All documents relating to the EGM (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 EGM 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 EGM
The EGM 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 EGM to the following Notice Address:
Industrial Milk Company S.A.
26-28, rue Edward Steichen
L-2540 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:
“2013 Extraordinary Meeting of Shareholders Industrial Milk Company S.A."
Please note that the Company's website is at the following address: http://www.imcagro.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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