|POLISH FINANCIAL SUPERVISION AUTHORITY|
|UNI - EN REPORT No||3||/||2019|
|Date of issue:||2019-05-17|
|Short name of the issuer|
|CONVENING NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF IMC S.A.|
|Official market - legal basis|
|art. 56. 1. 2 of Act on Public Offering.|
|Unofficial market - legal basis|
|Contents of the report:|
| IMCS.A. (the Company) will hold its annual general meeting of shareholders (the AGM) on 25 June 2019
at its registered office: 16, rue Erasme L-1468 Luxembourg R.C.S. Luxembourg B 157843
Annual General Meeting of Shareholders of the Company (the "AGM") to be held on 25 June 2019 at 10.00 a.m. CET at the registered office of the Company with agenda as follows:
1. To nominate Mr Christian Tailleur or any other employee of TotalServe Management (Luxembourg) S.A. as the chairman of the general meeting of shareholders.
2. To nominate Mrs Catia Campos or any other employee of TotalServe Management (Luxembourg) S.A. as the scrutineer of the general meeting of shareholders.
3. Presentation of the management report of the board of directors of the Company (the "Board of Directors") in respect of the statutory financial statements of the Company and the consolidated financial statements of the Company and its group for the financial year ended on 31 December 2018 (the "Report of the Board"), the independent auditor's report in respect of the statutory financial statements of the Company and the consolidated financial statements of the Company and its group for the financial year ended 31 December 2018 (the "Auditor's Report"), the individual annual accounts of the Company for the financial year ending 31 December 2018 (the "Annual Accounts"), the consolidated financial statements of the Company's group for the financial year ending 31 December 2018 (the "Consolidated Financial Statements") and presentation and report by the Board of Directors of the salary, fees and advantages paid to the executive directors.
4. Review and approval of the Annual Accounts of the Company for the financial year ending 31 December 2018.
5. Review and approval of the Consolidated Financial Statements of the Company's group for the financial year ending 31 December 2018.
6. Approval of the interim dividends distributed in 2018 for an amount of EUR 12,164,579.
7. Allocation of the profit for the financial year ending 31 December 2018.
8. Discharge to the members of the Board of Directors.
9. Re-appointment of Mr Alfons Wilhelm Balmann as a non-executive director of the Company for a new mandate until the annual general shareholders meeting to be held in 2022.
10. Confirmation of the mandates of the other executive and non-executive directors of the Company.
Notice to shareholders - need to register for participation
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") available on the Company's website, no later than Tuesday 11 June 2019, 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 Tuesday 11 June 2019, 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 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 Tuesday 18 June 2019, 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 www.imcagro.com.ua, no later than Tuesday 11 June 2019, 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 AGM".
Further information is available on the Company's website and in particular in the document called "IMPORTANT INFORMATION FOR PARTICIPATING TO THE AGM".
Shareholders of the Company may obtain further information on the AGM by addressing their request to the Company by email (Christian.firstname.lastname@example.org) or by post at the registered office of the Company (quoting "2019 IMC AGM").
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 AGM and to table draft resolutions for items included or to be included on the agenda of the AGM. 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.email@example.com) (quoting "2019 IMC AGM"). 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 AGM 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 Monday 3 June 2019.
|(fullname of the issuer)|
|IMC S.A.||Spożywczy (spo)|
|(short name of the issuer)|| (sector according to clasification
of the WSE in Warsow)
|+352 27478488||+352 27478489|
|SIGNATURE OF PERSONS REPRESENTING THE COMPANY|
|Date||Name||Position / Function||Signature|
|2019-05-17||Alex Lissitsa||CEO||Alex Lissitsa|
|2019-05-17||Yulia Andrushkina||Marketing & Investor relations Director||Yulia Andrushkina|