Podstawa prawna: art. 56. 1. 2 of Act on Public Offering.
IMCS.A. (the Company) will hold its extraordinary general meeting of shareholders (the EGM) 11 July 2022 at 2:00 p.m. CET
Extraordinary General Meeting of Shareholders of the Company (the „EGM”) to be held on 11 July 2022 at 2:00 p.m. CET before Maître Carlo Wersandt, notary residing in Bascharage, Grand Duchy of Luxembourg, with the following agenda:
1. Presentation of the report prepared by the board of directors of the Company (the „Board”) in accordance with article 420-26, paragraph 5, of the Luxembourg law of 10 August 1915 on commercial companies, as amended, setting out the reasons for limiting or cancelling the preferential subscription rights of the shareholders (the „Report”) and renewal of the authorised share capital in the amount of seventeen thousand six hundred and fifty two euros and fifty cents (EUR 17,652.50) for a period of five (5) years starting on the date of this extraordinary general shareholders’ meeting and the related authorisation to the Board to issue new shares and to limit and cancel the existing shareholders’ preferential subscription rights of the Company within the limits of the authorised share capital.
2. Subsequent amendment of paragraph 4 of article 5 of the articles of association of the Company, as amended (the „Articles”).
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 of participation to confirm its participation at the EGM (the „Form of Participation”) available on the Company’s website (www.imcagro.com.ua), no later than 27 June 2022, 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 27 June 2022, 24:00 a.m. (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’s address which is IMC S.A., Attn: Christian Tailleur, 16, rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg, or by email to christian.tailleur@lgl-group.lu.
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 4 July 2022, 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 at 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 4 July, 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”.
Vote by proxy
Shareholders who have complied with the notification and registration requirements set forth above, can give voting instructions to any other person (natural or legal) via the Proxy Voting Form and Instructions available on the website of the Company (www.imcagro.com.ua), duly completed for each resolution of the EGM, signed and sent to the Company in written form by mail to the registered office’s address of the Company which is IMC S.A., Attn: Christian Tailleur, 16, rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg, or by email to christian.tailleur@lgl-group.lu no later than 4 July 2022 at 18:00 CET.
One person may represent several or even all shareholders.
Vote by correspondence
Shareholders who have complied with the notification and registration requirements set forth above can also participate at the EGM by correspondence by using the „Proxy Voting Form and Instructions” available on the website of the Company at www.imcagro.com.ua by following the instructions contained therein.
Further information is available on the Company’s website and in particular in the document called „IMPORTANT INFORMATION FOR PARTICIPATING TO THE EGM”.
Right to have additional items in the agenda of the EGM and file draft resolutions of the EGM
In accordance with the Luxembourg Act of 24 May 2011 on shareholders’ rights in listed companies, as amended, shareholders holding individually or collectively at least five per cent (5%) of the issued share capital of the Company have the right to add items to the agenda of the EGM and to file draft resolutions of the EGM in relation with the existing or new items to 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 office’s address of the Company which is IMC S.A., Attn: Christian Tailleur, 16, rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg, or by email to christian.tailleur@lgl-group.lu (quoting „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 19 June 2022, 18:00 CET. The Company will acknowledge the receipt of such requests within forty eight (48) hours upon receipt.
The Company will publish an updated agenda at the latest on 26 June 2022.
Further questions
The shareholders of the Company may address all queries with respect to the EGM, such as but not limited to, the request to be provided with the documents to be tabled at the EGM and/or a draft of the resolutions of the EGM, by mail to the registered office’s address of the Company which is IMC S.A., Attn: Christian Tailleur, 16, rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg, or by email to christian.tailleur@lgl-group.lu.
The shareholders of the Company may visit the Company’s website at http://www.imcagro.com.ua for any further information, such as but not limited to:
– this convening notice;
– the total number of shares and voting rights at the date hereof;
– the documents to be provided to the EGM;
– a draft of the resolutions of the EGM;
– the Proxy Voting Form and Instructions;
– the Form of Participation; and
– Important information for participating to the EGM.
Luxembourg, 8 June 2022
The Board of directors of the Company
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