| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
| |
| | | UNI - EN REPORT No | 5 | / | 2012 |
| | |
| | Date of issue: | 2012-02-28 | | | | | | | | |
| | Short name of the issuer | | | | | | | |
| | KSG AGRO S.A. | |
| | Subject | | | | | | | | | | |
| | Extraordinary general meeting of the shareholders of the company | |
| | Official market - legal basis | | | | | | |
| | Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieї№ce i okresowe
| |
| | Unofficial market - legal basis | | | | | |
| | Contents of the report: | | | | | | | | |
| | 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 37A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg on March 30, 2012 at 2 p.m. CET, with the following agenda:
1. Convening notices.
2. Amendment of article 4.1 of the articles of association of the Company (the Articles), which shall read as follows:
3. “The purpose of the Company shall be the acquisition of ownership interests, in Luxembourg or abroad, in any companies or enterprises in any form whatsoever, the management of such ownerships as well as any management services. The Company may in particular acquire by way of subscription, purchase and exchange or in any other manner any stock, shares and securities of whatever nature, including bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments issued by any public or private entity whatsoever. It may participate in the creation, development and control of any company or enterprise. It may further invest in the acquisition and management of a portfolio of patents and other intellectual property rights."
4. Full amendment and restatement of the Articles.
5. Acknowledgement of the resignation of Mr. Oleksandr Shakhmatov as class A Director of the Company and as audit committee member of the Company.
6. Discharge of Mr. Robert van’t Hoeft as former Director of the Company and of Mr. Oleksandr Shakhmatov as class A Director of the Company and as audit committee member of the Company, for the performance of their respective director’s and committee member’s duties from the date of their respective appointments until the date of their resignations.
7. Acknowledgement of the resignation of BDO Audit as statutory auditor of the Company.
8. Discharge of BDO Audit as statutory auditor of the Company for the performance of its duties from the date of its appointment until the date of its resignation.
9. Appointment of Mr. Waldemar Cezary Wasiluk as new class A Director of the Company and as new audit committee member of the Company.
10. Appointment of an independent auditor of the Company.
11. 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 aperov@ksgagro.com (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. March 21, 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 March 13, 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 aperov@ksgagro.com (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: ajarreton@ober.lu) prior to March 28, 2012.
| |
| | Annexes | | | | | | | | | | |
| | File | Description | |
| | KSGProxyEGM 23022012.docx | | |
|
