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POLISH FINANCIAL SUPERVISION AUTHORITY |
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UNI - EN REPORT No |
6 |
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2026 |
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Date of issue: |
2026-05-18 |
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Short name of the issuer |
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IMC S.A. |
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Subject |
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CONVENING NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF IMC S.A. |
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Official market - legal basis |
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Art. 56. 1. 2 of Act on Public Offering
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Unofficial market - legal basis |
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Contents of the report: |
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IMC S.A. _the Company_ will hold its annual general meeting of shareholders _the AGM_
on 30 June 2026
at its registered office: 122, route d'Arlon, L-1150 Luxembourg
R.C.S. Luxembourg B 157843
Annual General Meeting of Shareholders of the Company _the "AGM"_ to be held on 30
June 2026 at 10.00 a.m. CET at the registered office of the Company with the following
agenda:
1. Appointment of James Body or any other employee of JD Corporate Solutions S.A.
as the chairman of the general meeting of shareholders.
2. Appointment of Deborah Buffone or any other employee of JD Corporate Solutions
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 2025 _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 2025 _the "Auditor's Report"_, the individual annual accounts
of the Company for the financial year ended on 31 December 2025 _the "Annual Accounts"_,
the consolidated financial statements of the Company's group for the financial year
ended on 31 December 2025 _the "Consolidated Financial Statements"_.
4. Review and approval of the Annual Accounts of the Company for the financial year
ended on 31 December 2025.
5. Review and approval of the Consolidated Financial Statements of the Company's group
for the financial year ended on 31 December 2025.
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 2025 to 31 December 2025 in a global amount of EUR 656,409
8. Allocation of the result for the financial year ended on 31 December 2025.
9. Discharge to the members of the Board of Directors.
10. 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 2027.
11. 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 Tuesday, 16 June 2026, 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, 16 June 2026, 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 122, route d'Arlon, L-1150 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 shareholders who are not registered in the Company's shareholder register but
are holding their shares through the facilities of the KDPW or Clearstream Banking
S.A. _as the case may be_ shall deliver the original Shareholder's Certificate, either
_i_ in person, _ii_ by hand-delivery or, _iii_ by mail _ordinary or registered_, at
the registered office of the Company, no later than Friday, 26 June 2026, 18.00 CET.
Already prior to such date, and no later than Tuesday, 23 June 2026, 18.00 CET a copy
of the Shareholder's Certificate shall be delivered by e-mail to james.body@jdcorp.lu.
In case of translation of the Shareholder's Certificate, the shareholder shall ensure
the certified true translation _original or copy_ is delivered to the Company together
with the Shareholder's Certificate and within the same delays described above.
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 Tuesday, 16 June 2026,
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 _122, route
d'Arlon, L-1150 Luxembourg, Grand Duchy of Luxembourg_ or by email _james.body@jdcorp.lu_
_quoting "2026 IMC S.A. 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 8 June 2026, 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 Monday 15 June 2026.
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 122, route d'Arlon, L-1150 Luxembourg, Grand Duchy
of Luxembourg or by email at james.body@jdcorp.lu _quoting "2026 IMC S.A. 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.
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Annexes |
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File |
Description |
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UNI-EN: CONVENING NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF IMC S.A.
