| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 2 | / | 2016 | | | | | | Date of issue: | 2016-02-22 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | KSG AGRO S.A. | | | | Subject | | | | | | | | | | | | | Annual general meeting and Extraordinary general meeting of the shareholders of KSG Agro S.A. | | | | Official market - legal basis | | | | | | | | | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
| | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | The Board of Directors of KSG Agro S.A. _the "Company"_ is pleased to convene you to the annual general meeting _the Meeting_ of the shareholders of the Company which will be held at the registered office of the Company at 24, rue Astrid, L-1143 Luxembourg, Grand Duchy of Luxembourg on March 29, 2016 at 4:00 p.m. CET, with the following agenda:
a. Convening notices;
b. Decision to hold the Meeting on March 29, 2016 at 4:00 pm as provided for in article 15 of the articles of association of the Company _the Articles_ and discharge _quitus_ to the board of directors of the Company _the Board_ in relation thereto;
c. Approval of the audited consolidated annual accounts of the Company for the annual financial year having started on January 1, 2014 and ended on December 31, 2014 _the 2014 Consolidated Annual Accounts_;
d. Approval of the management report of the Directors of the Company with respect to the 2014 Consolidated Annual Accounts _the Consolidated Management Report_;
e. Approval of a responsibility statement of the Directors of the Company with respect to the 2014 Consolidated Annual Accounts _the Responsibility Report_;
f. Approval of the annual accounts of the Company for the annual financial year having started on January 1, 2014 and ended on December 31, 2014 _the 2014 Annual Accounts_;
g. Approval of the management report of the Company with respect to the 2014 Annual Accounts _the Management Report_;
h. Allocation of the results of the financial year ended on December 31, 2014;
i. Discharge _quitus_ to the members of the Board for the performance of their respective mandate for, and in connection with, the financial year ended on December 31, 2014;
j. Discharge _quitus_ to Grant Thornton Lux Audit S.A. as independent auditor _réviseur d’entreprises agréé_ of the Company for the performance of its mandate for, and in connection with, the financial year ended on December 31, 2014;
k. Appoint of ATWELL SARL as independent auditor _réviseur d’entreprises agréé_ of the Company in connection with the financial year ended on December 31, 2015.
l. Authorization and empowerment; and
m. Miscellaneous.
The above Meeting will be immediately followed by an extraordinary general meeting _the Extraordinary Meeting_ of the shareholders of the Company which will take place in Luxembourg, at the same date and place, at 5:00 p.m CET having the following agenda:
a. Convening notices;
b. Dissolution of the Company or continuation if the activities of the Company in accordance with article 100 of the law of August 10, 1915 on commercial companies, as amended, considering the cumulated losses suffered by the Company during the financial year ended December 31, 2014; and
c. Miscellaneous.
The shareholders are hereby informed that unless otherwise provided by law or by the articles of association of the Company, resolutions of the Meeting are passed at the majority of more than one-half _1/2_ of all voting rights present or represented.
The dissolution of the Company shall be decided at the occasion of the Extraordinary Meeting if at least one fourth _1/4_ of all voting rights present or represented with a quorum of at least one half _1/2_ of the share capital represented votes in its favor. 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 and/or the Extraordinary Meeting shall notify the Company in writing at the latest on the registration date set on March 29, 2016 at 15:00 _the Registration Date_ their intention to participate to the Meeting and/or the Extraordinary Meeting by mail post sent to the registered office of the Company or by e-mail to the following address msv@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 and the Extraordinary Meeting.
You will find enclosed a power of attorney for your representation at the Meeting and the Extraordinary Meeting. Such proxy, as well as the samples/drafts of the other documents related to the Meeting and Extraordinary Meeting, is also available on the website of the Company:
http://www.ksgagro.com/investment/general-information/general-meetings/
Should you wish to be represented at the Meeting and the Extraordinary Meeting, please fill-in, date and sign the proxy and return it by fax or e-mail and courier to the attention of Xavier Soulard _24, rue Astrid, L-1143 Luxembourg, Tel : +352 28 37 22 206, e-mail xavier.soulard@wconseil.lu_ by March 29, 2016 3:00 p.m. CET at the latest.
Legal grounds: Article 56.1 of Polish Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, and Article 3_4_ of the Luxembourg law of 11 January 2008 relating to the transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.
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