IMC S.A. Date of issue: 2016-03-23
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.
Inne uregulowania
Official market - legal basis
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 Wednesday 27 April 2016, at its registered office at 26-28, rue Edward Steichen, L-2540 Luxembourg, Grand Duc hy of Luxembourg, at 10.00 a.m. Central European Time (CET) (or such subsequent date whic h might be notified per separate notice).
The AGM will have the following agenda:
Presentation and approval of the management report of the board of direc tors (the "Report of the Board"), the independent auditor's report on the annual ac counts of the Company prepared in accordance with the laws and regulations of the Grand Duc hy of Luxembourg (the "Auditor's Report"), the individual annual ac counts of the Company for the financial year ending 31 December 2015 (the "Annual Accounts"), the consolidated financ ial statements of the Company's group prepared in ac cordance with the International Financial Reporting Standards for the financial year ending 31 December 2015 (the "Consolidated Financial Statements") and presentation and report by the Board of the salary, fees and advantages paid to the executive directors.
Review and approval of the Annual Acc ounts of the Company for the financial year ending 31 December 2015.
Review and approval of the Consolidated Financial Statements of the Company's group for the financial year ending 31 Dec ember 2015.
Allocation of the loss for the financial year ending 31 December 2015.
Decision on the continuation of the Company in accordanc e with Article 100 of the Luxembourg law dated 10 August 1915 on commercial companies, as amended.
Disc harge to the directors of the Company.
Re-appointment of Mr Alex LISSITSA, Mr. Dmytro MARTYNIUK and Mr. Oleksandr PETROV as executive direc tors of the Company and confirmation of the mandates of the current non- exec utive members of the Board of Directors.
Approval of a buy-back programme to be put in place by the Company pursuant to which the Company may acquire a maximum of 1,565,000 of its own shares during a period ending 18 months from the date of the AGM. Such shares shall be purc hased at a price ranging between PLN 1 and PLN 20, being understood that the maximum pric e cannot be higher than the price of the last independent trade on the shares at the date of purchase by the Company of the shares.
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 on the Luxembourg Official Gazette (Mémorial C, Recueil des Sociétés et Associations) and (i i) the dissemination of the c onvening notice on a EU-wide basis through appropriate media in accordanc e 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.imcagro.com.ua.
The record date for shareholders to participate in the AGM is Wednesday 13 April 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 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.imcagro.com.ua) no later than Wednesday 13 April 2016, 18.00 CET. and (ii) the delivery to the Company of the depositary certificate evidencing the shares held by the shareholder at the Rec ord 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.im cagro.com.ua) and deliver it in original and duly signed, by mail (ordinary or registered) to the Company's registered offic e at 26-28, rue Edward Steichen L-2540 Luxembourg, Grand Duchy of Luxembourg (quoting "2016 IMC Annual General Meeting").
maintaining the sec urities 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.
Deliver no later than Wednesday 25 April 2016, 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 (ii i) by mail (ordinary or registered), at the Company's registered office at 26-28, rue Edward Steichen L-2540 Luxembourg, Grand Duchy of Luxembourg, or (B) A copy of the Shareholder's Certificate may also be delivered by e-mail to Luxembourg@totalserve.eu, but no later than Monday 25 April 2016, 18.00 CET
Fill and sign the Proxy Voting Form and Instructions, in c ase of partic ipation by correspondenc e or by proxy, and deliver it in original no later than Monday 25 April 2015, at 18.00 to the Company's registered office, either (i) by hand-delivery (with acknowledgement of rec eipt), (ii) by a registered mail quoting "2016 IMC Annual General Meeting" or (iii) by special courier, together with the original Shareholder's Certific ate 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 doc ument is valid for the AGM to be held on Wednesday 27 April 2016 at 10.00 a.m. CET, as well as for any resc heduled subsequent AGM having the same agenda, the case the quorum would not be ac hieved at the first meeting or for such other reason.
The agenda of the AGM and the proposed resolutions by the Company (incorporated herewith by referenc e) are available on the Company's website at the following address:http://www.imcagro.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 instruc tions regarding the AGM, please see doc ument "ND AGM Important information for participating to the AGM - 2016", available on the Company's website at http://www.imcagro.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 Wednesday 27 April 2016, at its registered office at 26-28, rue Edward Steic hen, L-2540 Luxembourg, Grand Duchy of Luxembourg, at 10.00 a.m. Central European Time (CET) (or such subsequent date whic h might be notified per separate notic e).
The purpose of this doc ument is to indic ate and explain (i) the steps that should be taken by the shareholders in order to participate in the AGM, (i i) 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 artic les of association (the Artic les of Assoc iation) and applicable provisions of Luxembourg law, such as the law of 24 May 2011 of shareholders' rights in listed c ompany (the Shareholders' Rights Act) and the law of 10 August 1915 on commercial c ompanies (the Companies' Ac t).
The present doc ument is valid for the AGM to be held on Wednesday 29 April 2015, at its registered office at 26-28, rue Edward Steic hen, L-2540 Luxembourg, as well as for any resc heduled subsequent AGM having the same agenda, the case the quorum would not be achieved at the first meeting, or for such other reasons.
Confirmation of attendance and record date
The AGM is properly convened 30 days before the meeting date by (i) the publication of the notic e in a Luxembourg nationwide newspaper and on the Luxembourg Official Gazette (Mémorial C, Registre des Sociétés et Assoc iations) and (ii) the dissemination of the notice on a EU-wide basis through appropriate media in accordanc e with the applic able 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 c onfirm its participation to the AGM (the Form of Participation), no later than Wednesday 13 April 2016, 18.00 CET CET.
The rights to vote at the AGM are determined in ac cordance with and at the record date (the Record Date), which is set on Wednesday 13 April 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 AGM (the Authorized Shareholder(s)).
The Form of Participation can be downloaded from the Company's website at http://www.imc agro.com.ua and shall be returned in original by the Shareholder to the Company at the Notic e 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 certific ate (the Shareholder's Certificate) from the broker or custodian bank who is a partic ipant of the KDPW and who maintains the sec urities account for such shareholder evidenc ing i ts amount of shares held at the Record Date.
A shareholder intending to participate to the AGM (in person, by correspondenc e, or by use of a proxy) shall provide the Company with a Shareholder's Certific ate issued at the Rec ord Date.
The Shareholder's Certificate shall be delivered in English. In the c ontrary, the shareholder shall provide at i ts 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 Wednesday 13 April 2016, 18.00 CET.
In case of translation of the Shareholder's Certificate, the shareholder shall ensure the certified true translation (original or c opy) is delivered to the Company together with the Shareholder's Certificate and no later than Wednesday 13 April 2016, 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 issuanc e 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, (i i i) 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 Notic e Address), no later than Monday 20 April 2016, 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 Wednesday 13 April 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 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.imcagro.c om.ua, no later than Wednesday 13 April 2016, 18.00 CET and (ii) the delivery to the Company of the original Shareholder's Certificate, within the forms and delays presc ribed herein.
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:
In person (in the c ase of a natural person) or by means of its duly authorized representatives (in the case of a legal person).
By correspondenc e, using the proxy voting form (the Proxy Voting Form and Instructions) as 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 ac knowledgement of receipt), (i i) by a registered mail, or (iii) by special courier, to the Notice Address.
In any case, the Company shall rec eive the Proxy Voting Form and Instructions in original, together with a certified true copy of the international valid ID c ard, passport or other official document in English evidencing the Shareholder's identity and the original of the Shareholder's Certific ate (i f not delivered before) no later than Monday 20 April 2016, 18.00 CET.or it will not be recorded as valid.
By proxy (both in the c ase 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 instruc tions 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 rec eive the Proxy before Monday 20 April 2016, 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 exerc ise 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 ac count potential conflicts of interests and the obligation to act fol lowing written instruc tions 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 partic ipant bring at the AGM?
A natural person is required to bring at the AGM an international valid ID card, passport or other offic ial document in English confirming his/her identity;
a legal person is required to bring:
an extrac t in English from its respec tive trade register; and/or
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
an international valid ID c ard, passport or other official document in English confirming the identity of the Authorized Shareholder's representative.
An ID card, passport or other offic ial document in English confirming the identity of the Proxy Holder;
the Proxy in English (or a copy); and
the duly filled Proxy Voting Form and Instructions, signed by the Authorized Shareholder and any other written instruc tions 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 al l 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 dec ision of the chairman of the AGM will be dec isive 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 (avoc at à la Cour) of NautaDutilh Avocats Luxembourg, each individually and with ful l power of substitution, as proxy for the Authorized Shareholders (the Proposed Shareholders' Proxy) to attend the AGM and vote in accordanc e with the voting instructions of the Authorized Shareholder as provided in the duly fill ed 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:
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;
Duly fill and sign the Proxy Voting Form and Instructions and the voting instructions herein (please be aware that voting instructions must be specific ally provided for each resolution if the c hosen proxy is the Proposed Shareholders' Proxy, otherwise the Proposed Shareholders' Proxy will abstain from voting for eac h resolution where no voting instructions were properly provided);
Attach thereto all documents specified in the Proxy Voting Form and Instructions (i.e., the original Shareholders' Certific ate, if not already deposited with the Company, evidencing the rights of the Authorized Shareholder at the Record Date); and
Send the duly c ompleted Proxy Voting Form and Instructions together with all required documents to the Company, no later than 20 April 2016, 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:
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 doc uments before Monday 25 April 2016, 18.00 CET, or the voting instructions will not be recorded as valid.
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 Certific ate 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 bec omes ineffective.
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 c ase 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.
Voting through a Proposed Shareholders' Proxy is an option proposed by the Company for the sake of convenience. Naturally, eac h
Authorized Shareholder may attend the AGM and vote its shares in person or through its own proxy
The name, address and other information on the Authorized Shareholder shall be c onsistent in al l documents. Admission to the AGM of persons other than those representing the Authorized Shareholders shall be dec ided 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 doc ument 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 25 April 2016, 18.00 CET.
The Revocation needs to c omply with the formalities of the original Proxy. Each Authorized Shareholder may revoke the granted Proxy at the AGM itself.
(iii ) a Proxy Holder appointed by an Authorized Shareholder is required to bring:
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 i tems 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 justific ation regarding the proposal.
The Request must be delivered by latest Tuesday 5 April 2016 (i) by mail (ordinary or registered) to the Notic e Address, or (ii ) by e-mail to Christian.tailleur@lu.totalserve.eu and indic ate an address (postal or electronic ) where the Company may send the ac knowledgement of rec eipt 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 ac ting through its Proxy Holder, the Authorized Shareholder must give wri tten 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 i f the answer c an be found on the Company's website, at the fol lowing address:http://www.imcagro.com.ua.
Language of documents
All documents relating to the AGM (including the Shareholders' Certific ate) must be delivered to the Company in English. If any document has been prepared in any other language, the Authorized Shareholder must translate such doc ument 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.
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.
Notices and further questions to the Company
Shareholders should address all notic es and queries with respec t to the AGM to the following Notic e 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., suc h as the object of the mail or the e-mail…), kindly indicate the following notice: "2016 Annual General Meeting 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 Oc tober 2005 on ongoing and periodic information to be published by issuers of securities (Journal of Laws of 2005, No 209, item 1744, as amended).
Annexes
File
Description
INDUSTRIAL MILK COMPANY S.A.
(fullname of the issuer)
INDUSTRIAL MILK COMPANY S.A. Spożywczy (spo)
(sector ac cording to clasification
(short name of the issuer)
L-2310 Luxembourg
of the WSE in Warsow)
(post code) (c ity)
rue Edward Steichen 26-28
(street) (number)
+352 27478488 +352 27478488
Industrial Milk Company SA issued this content on 23 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 March 2016 17:29:18 UTC
Original Document: http://www.imcagro.com.ua/images/docs/Current%20reports/2016/Current%20report%20no%204-2016%20Convening%20notice%20of%20the%20annual%20general%20meeting%20of%20shareholders%20of%20Industrial%20Milk%20Company%20S.A..pdf
