IMCOMPANY (IMC): CONVENING NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF IMC S.A. - raport 12

UNI - EN REPORT No12/2017

IMC S.A. (the Company) will hold its extraordinary general meeting of shareholders (the EGM) on Tuesday, 4 July 2017 at 11:30 a.m. CET at the registered office of the Company with the following agenda:

The EGM will have the following agenda:

1. Acknowledgment of the report on conflicts of interest prepared by the board of directors of the Company;

2. Approval of a management incentive plan of the Company pursuant to which certain members of the management team of Chernihivska IMC, the Ukrainian subsidiary of the Company (the "Participants") will be entitled to subscribe over a 3-year period new shares in the Company representing (in aggregate) up to 6% of the current share capital of the Company (the "MIP");

3. Delegation of powers to the board of directors to implement the above management incentive plan, in particular without being limited to the power to appoint the Participants in consultation with the compensation committee of the Company and to issue the new shares to the Participants within the framework of the authorized share capital (the "Delegation of Powers");

4. Miscellaneous.

The EGM 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 _ii_ the dissemination of the convening notice on a EU-wide basis through appropriate media in accordance 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 EGM _included_, at the following address http://www.imcagro.com.ua.

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 no later than Tuesday, 20 June 2017, 11:59 p.m. 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 Tuesday, 20 June 2017, 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 shall be returned in original by the shareholder to the Company's registered office’s address which is IMC S.A., Attn: Christian Tailleur, 26-28, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg or by email to Christian.tailleur@lu.totalserve.eu.

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 Tuesday, 27 June 2017, 6:00 p.m. CET.

Vote by proxy

Shareholders who have complied with the notification and registration provisions set forth above, can give voting instructions to any other person (natural or legal) by no later than Monday, 3 July 2017 at 11:30 a.m. CET via the Proxy Voting Form and Instructions, 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, 26-28, rue Edward Steichen, L-2540 Luxembourg or by email to Christian.tailleur@lu.totalserve.eu.

One person may represent several or even all shareholders.

Vote by correspondence

The shareholders of the Company can also participate at the EGM by correspondence by using the Proxy Voting Form and Instructions.

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, 26-28, rue Edward Steichen, L-2540 Luxembourg or by email to Christian.tailleur@lu.totalserve.eu.

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 (iii) 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, 12 June 2017, 11:30 a.m. 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, 19 June 2017.

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, 26-28, rue Edward Steichen, L-2540 Luxembourg or by email to Christian.tailleur@lu.totalserve.eu.

The shareholders of the Company may visit the Company’s website at http://www.imcagro.com.ua/en/investor-relations/egm for any further information, such as but not limited to:

- this convening notice;

- 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.

Legal basis: Paragraph 39.1.1 of the Regulation of the Minister of Finance dated 19 October 2005 on ongoing and periodic information to be published by issuers of securities (Journal of Laws of 2005, No 209, item 1744, as amended).