IMC S.A. - CONVENING NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF IMC S.A.
POLISH FINANCIAL SUPERVISION AUTHORITY
UNI - EN REPORT No 3 / 2024
Date of issue: 2024-05-16
Short name of the issuer
IMC S.A.
Subject
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 21 June
2024
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 21 June 2024 at 10
00 a.m. CET at the registered office of the Company with the following agenda:
1. Appointment of Mr Daniel Kaiser or any other employee of Altum Luxembourg S.A. as the chairman
of the general meeting of shareholders.
2. Appointment of Mrs Sabrina Schaus or any other employee of Altum 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 2023
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 on 31 December 2023 (the "Auditor's Report"), the individual annual
accounts of the Company for the financial year ended on 31 December 2023 (the "Annual Accounts"),
the consolidated financial statements of the Company's group for the financial year ended on 31
December 2023 (the "Consolidated Financial Statements").
4. Review and approval of the Annual Accounts of the Company for the financial year ended on 31
December 2023.
5. Review and approval of the Consolidated Financial Statements of the Company's group for the
financial year ended on 31 December 2023.
6. Presentation of and discussion on the remuneration report.
7. Review, approval and ratification of the remuneration of the directors of the Company for the
period from 1 January 2023 to 31 December 2023.
8. Allocation of the result for the financial year ended on 31 December 2023.
9. Ratification of the appointment of C-Clerc S.A., a public limited liability company (société
anonyme), incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its
registered office at 1, rue Pletzer, L-8080 Bertrange, Grand Duchy of Luxembourg, registered with
the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B200724, as the
approved audit firm (cabinet de revision agréé) of the Company for a mandate beginning on 16
August 2023 (which includes, for the avoidance of doubt, the mandate for auditing the financial
statements of the Company for the financial year ended 31 December 2023) and expiring at the annual
general meeting of shareholders of the Company to be held in 2026.
10. Discharge to the members of the Board of Directors.
11. Renewal of the mandates of Alfons Wilhelm Balmann, Alex Lissitsa, Dmytro Martyniuk, Sergii
Klimishyn, Olena Krysenko, Oleksandr Petrov, Andrzej Jozef Szurek and Oleksandr Verzhykhovskyi as
directors of the Company until the annual general meeting of shareholders of the Company to be held
in 2026.
12. Miscellaneous.
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 of participation to confirm its participation at the AGM (the "Form of Participation"
available on the Company's website (www.imcagro.com.ua), no later than Friday 7 June 2024, 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 Friday 7 June 2024, 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 which is 16, rue
Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg.
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 Friday 14 June 2024, 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 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 Friday 7 June 2024, 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".
Vote by proxy
Shareholders who have complied with the notification and registration requirements set forth above,
can participate at the AGM by appointing a proxy (natural or legal person) via the "Proxy Voting
Form and Instructions" available on the website of the Company (www.imcagro.com.ua) by following the
instructions contained therein.
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 AGM 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 AGM".
Right to have additional items in the agenda of the AGM and file draft resolutions of the AGM
In accordance with the Luxembourg law 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 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 shareholder(s) (which need(s) to be an Authorized
Shareholder) submitted to the Company by postal services at the registered office of the Company (16
rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg) or by email (daniel.kaiser@altumgroup.com
(quoting "2024 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 Thursday 30 May
2024, 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 Thursday 6 June 2024.
Further questions
The shareholders of the Company may address all queries with respect to the AGM, such as, but not
limited to, the request to be provided with the documents to be tabled at the AGM and/or a draft of
the resolutions of the AGM, by mail to the registered office of the Company which is 16, rue Erasme,
L-1468 Luxembourg, Grand Duchy of Luxembourg or by email at daniel.kaiser@altumgroup.com (quoting
2024 IMC AGM").
The shareholders of the Company may visit the Company's website at www.imcagro.com.ua, for further
information and documents, such as but not limited to:
this convening notice;
the total number of shares and voting rights as at the date hereof;
the documents to be provided to the AGM;
a draft of the resolutions of the AGM;
the Proxy Voting Form and Instructions;
the Form of Participation; and
Important information for participating at the AGM.
Luxembourg, 16 May 2024
The Board of Directors
Annexes
File Description