| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 9 | / | 2016 | | | | | | Date of issue: | 2016-11-03 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | INDUSTRIAL MILK COMPANY S.A. | | | | Subject | | | | | | | | | | | | | CONVENING NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF INDUSTRIAL MILK COMPANY S.A. | | | | Official market - legal basis | | | | | | | | | art. 56. 1. 2 of Act on Public Offering. | | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | Industrial Milk Company S.A. _the Company_ will hold its extraordinary general meeting of shareholders _the EGM_ on Thursday, 8 December 2016 at 26-28, rue Edward Steichen, L-2540 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 EGM will have the following agenda:
1. To approve and ratify the appointment of Interaudit S.à r.l., a private limited liability company _société à responsabilité limitée_ incorporated under the laws of Luxembourg, with registered office at 37, Rue des Scillas, L - 2529 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 29501, as the approved audit firm _cabinet de révision agréé_ for the financial years ending 31 December 2013, 31 December 2014 and 31 December 2015.
2. To consider, approve and ratify the appointment of KPMG Luxembourg, a cooperative company _société cooperative_ incorporated under the laws of Luxembourg, with registered office at 39, avenue John F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 149133 _"KPMG"_ as the approved audit firm _cabinet de révision agréé_ of the Company for a mandate beginning on 1 November 2016 _which includes, for the avoidance of doubt, the mandate for auditing the financial statements of the Company for the financial year ending 31 December 2016_ and expiring at the annual general meeting of shareholders of the Company to be held in 2020. The audit committee of the Company has expressed its preference for the engagement of KMPG as the approved audit firm _cabinet de révision agréé_.
3. To consider and approve the appointment of PricewaterhouseCoopers, a cooperative company _société cooperative_ incorporated under the laws of Luxembourg, with registered office at 2, rue Gerhard Mercator, L-2182 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 65477 as the approved audit firm _cabinet de revision agréé_ of the Company for a mandate beginning for the audit of the financial statements of the Company for the financial year ending 31 December 2016 and expiring at the annual general meeting of shareholders of the Company to be held in 2020.
4. To acknowledge the resignation of Mrs Karen Fisher as non-executive director of the Company with effect as from 1 June 2016 and to approve the final nomination of Mr Kamil Jan Gaworecki as the new non-executive director of the Company appointed pursuant to the minutes of the board of directors of the Company dated 13 May 2016. The non-executive director is appointed for a period of 6 _six_ years. His mandate will expire at the annual general meeting of shareholders of the Company to be held in 2022.
5. Miscellaneous.
The EGM 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 on the Luxembourg Official Gazette _Mémorial C, Recueil 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 EGM _included_, at the following address http://www.imcagro.com.ua.
The record date for shareholders to participate in the EGM is Thursday, 24 November 2016, at 24.00 _midnight_ CET _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 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 Thursday, 24 November 2016, at 24.00 _midnight_ 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.
Notice to shareholders - need to register for participation
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 in the EGM _the "Form of Participation"_ available on the Company's website, no later than Thursday, 24 November 2016, 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 Thursday, 24 November 2016, 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 www.imcagro.com.ua and shall be returned in original by the shareholder to the Company's registered office.
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 _the "KDPW"_ or Clearstream Banking S.A. _as the case may be_ shall request an original depositary certificate _the "Shareholder's Certificate"_ from the broker or custodian bank who is a participant of the KDPW or Clearstream Banking S.A. _as the case may be_ and who maintains the securities account for such shareholder evidencing its amount of shares held at the Record Date.
The Shareholder's Certificate _original or copy_ must be sent by the Shareholder to the Company no later than on Thursday, 1 December 2016, 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 www.imcagro.com.ua, no later than Thursday, 24 November 2016, 18.00 CET and _ii_ the delivery to the Company of the original Shareholder's Certificate, within the forms and delays prescribed in the document called "IMPORTANT INFORMATION FOR PARTICIPATING TO THE EGM".
Further information is available on the Company's website and in particular in the document called "IMPORTANT INFORMATION FOR PARTICIPATING TO THE EGM".
Shareholders of the Company may obtain further information on the EGM by addressing their request to the Company by email _Christian.tailleur@lu.totalserve.eu_ or by post at the registered office of the Company _quoting "2016 IMC EGM"_.General information for shareholders
In accordance with Luxembourg law, shareholders holding individually or collectively at least five per cent _5%_ of the issued share capital of the Company have the right to put items on the agenda of the EGM and to table draft resolutions for items included or to be included on the agenda of the EGM. These rights shall be exercised upon written requests of the shareholders _which needs to be an Authorized Shareholder_ submitted to the Company by postal services at the registered address of the Company or by email _Christian.tailleur@lu.totalserve.eu_ _quoting "2016 IMC EGM"_. The requests shall be accompanied by the evidence that _i_ the shareholder is an Authorized Shareholder, _ii_ a justification or a draft resolution to be adopted at the EGM and shall include the electronic or mailing address at which the Company can acknowledge receipt of these requests. The requests from the shareholders shall be received by the Company at the latest on Wednesday, 16 November 2016.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: Christian.tailleur@lu.totalserve.eu .
On all related correspondence _e.g., such as the object of the mail or the e-mail…_, kindly indicate the following notice:
"2016 IMC EGM"
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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