Notice of holding an extraordinary general meeting of shareholders

Notice of holding an extraordinary general meeting of shareholders
PRIVATE JOINT STOCK COMPANY "AGRIMATСO-UKRAINE"
Location: Ukraine, 01001, Kyiv, Malopidvalna Street, building 12/10
Identification code of the legal entity 30725226

PRIVATE JOINT STOCK COMPANY "AGRIMATСO-UKRAINE" (hereinafter - the Company), announces an extraordinary general meeting of shareholders of the Company (hereinafter - the General Meeting), which will be held on December 20, 2021 at 11.00 at: 01001, Kyiv, st. Malopidvalna 12/10, conference hall.
Registration of shareholders to participate in the General Meeting will take place on December 20, 2021 from 10.00 to 10.45 at the place of the General Meeting.
Date of compiling the list of shareholders entitled to participate in the General Meeting of the Company - 14.12.2021 (as of 24.00).
As of the date of compiling the list of shareholders to whom the notice of the General Meeting is sent, namely on December 1, 2021, the total number of ordinary shares of the Company is 5,550. The total number of voting shares is 5,550.

List of issues together with draft decisions included in the agenda of the General Meeting:

Draft decision on issue №1. On election of members of the counting commission and decision-making on termination of their powers.
To elect the counting commission of the General Meeting in the following composition:
Chairman of the counting commission - Andriy Yuriyovych Tkachov.
Member of the counting commission - Dmytro Lipkan.
To establish that the powers of the members of the counting commission shall be terminated after drawing up the protocols on the results of voting and sealing the ballot papers.

Draft decision on issue №2. On election of the Chairman and Secretary of the General Meeting.
To elect Oleksandra Serhiivna Kostrytsia as the Chairman of the General Meeting.
To elect Anton Yuriyovych Barlit as Secretary of the General Meeting.

Draft decision on issue №3. On approval of the procedure for holding the General Meeting, establishing the procedure and method of certifying ballot papers.
Approve the following procedure for holding the General Meeting:
The time for speakers on the agenda is up to 5 minutes.
The Chairman of the General Meeting shall consider the agenda of the General Meeting in the order in which they are listed in the published agenda.
Voting on the agenda of the General Meeting is conducted exclusively with the use of ballot papers, the form and text of which were approved by the Supervisory Board of the Company.
The minutes of the General Meeting shall be signed by the Chairman and the Secretary of the General Meeting.
Ballots on all issues of the agenda are certified by the signature of the chairman of the registration commission of the Company and the seal of the Company.

Draft decision on issue №4. About modification of the charter of the Company by its statement in new edition.
1. To make changes to the charter of the Company by presenting it in a new wording in connection with bringing it in line with the Law of Ukraine "On Joint Stock Companies".
2. To authorize the director of the Company to sign a new version of the Company's charter.
3. To authorize and instruct the director of the Company to take all necessary measures for the state registration of the charter in the state registration bodies.

Draft decision on issue №5. On amendments to the internal regulations of the Company.
In connection with bringing into line with the Law of Ukraine "On Joint Stock Companies", to amend the following internal regulations of the Company by setting them out in a new wording:
- Regulations on the general meeting of shareholders of the Company.
- Regulations on the Supervisory Board of the Company.
- Regulations on the executive body of the Company.
- Regulations on the audit commission (auditor) of the Company.

Draft decision on issue №6. On increasing the authorized capital of the Company by additional issue of shares of existing nominal value at the expense of additional contributions.
Increase the authorized capital of the Company due to additional contributions from UAH 24,420,000.00 to UAH 297,660,000.00 by additional issue of ordinary registered shares of the Company with a nominal value of UAH 4,400.00 per share, in the amount of 62,100 shares, with a total nominal value of 273 240 000,00 UAH

Draft decision on issue №7. On non-use of the shareholder's preemptive right to purchase shares of additional issue in the process of their placement.
Not to use the preemptive right of the Company's shareholders to purchase additional issue shares in the process of their placement.

Draft decision on issue №8. On the issue of shares (indicating the participants of the placement).
1. To issue ordinary registered shares of the Company.
2. To approve the decision on the issue of shares of the Company (without making a public offer), which shall be set out in a separate appendix, which is an integral part of the minutes of the general meeting of shareholders (attached).
3. To establish that the only participant in the placement of shares of the Company is a legal entity - non-resident AGRIMATCO LIMITED (AGRIMATCO LIMITED), HE 40171, Cyprus, 57078, Gladstonos, 114, Limassol.

Draft decision on issue №9. On determination of the authorized body of the Company, which is empowered to ensure the issue of shares:
- determination (approval) of the price of placement of shares during the exercise of the preemptive right and placement of shares in the issue process;
- involvement in the placement of the underwriter;
- decision-making on early termination of placement in the process of issuing shares (if the planned volume of shares concluded agreements with the first owners and the shares are fully paid);
- approval of the results of the issue of shares;
- approval of the report on the results of the issue of shares;
- making a decision to refuse to issue shares;
- refund of contributions paid for shares in case of invalidation of the issue or non-approval of the results of the issue of shares by the issuing body authorized to make such a decision within the statutory deadlines, or failure to amend the statute within the statutory deadlines, or issue of shares.

Draft decision on issue №10. On determination of the authorized persons of the Company who are empowered to ensure the issue of shares.
To appoint the Director as the authorized person of the Company, who is authorized:
- take action to ensure the placement of shares;
- to take actions to carry out the mandatory redemption of shares from shareholders who exercise the right to demand the redemption of shares owned by the Company.

Information on draft decisions on issues included in the agenda is posted on the Company's website https://agrimatco.ua

To participate in the general meeting, shareholders must have a passport or other identity document. Shareholders' representatives must have a passport or other identity document and a power of attorney issued in accordance with applicable law. Power of attorney for the right to participate and vote at the General Meeting, issued by an individual, is certified by a notary or other officials who perform notarial acts, and may be certified by a depository institution in the manner prescribed by the National Securities and Stock Market Commission. A power of attorney for the right to participate and vote at the General Meeting on behalf of a legal entity is issued by its body or another person authorized to do so by its constituent documents. The shareholder's representative at the General Meeting of the Company may be a natural person or an authorized person of a legal entity. The representative of a shareholder - a natural or legal person at the General Meeting may be another natural person or an authorized person of a legal entity. The power of attorney for the right to participate and vote at the General Meeting may contain voting tasks. When voting at the General Meeting, the representative must vote exactly as provided by the voting task. If the power of attorney does not contain a voting task, the representative decides on all voting issues at the General Meeting of Shareholders at his discretion. A shareholder has the right to issue a power of attorney for the right to participate and vote at the General Meeting to several of his representatives. The shareholder has the right to recall or replace his representative at the General Meeting at any time. Granting a power of attorney for the right to participate and vote at the General Meeting does not exclude the right to participate in these General Meetings of the shareholder who issued the power of attorney, instead of his representative.

From the date of sending the notice of the General Meeting to the date of their holding, shareholders have the opportunity to review the documents required for decisions on the agenda of the General Meeting of the Company, at the location of the Company: 01001, Kyiv, st. Malopidvalna 12/10, conference hall, on weekdays, working hours from 9:00 am to 6:00 pm. On the day of the General Meeting - also at the place of their holding. Person responsible for the procedure of acquainting shareholders with the documents: Director Abu Hadid Farid Salakhovich.

The General Meeting is convened by abbreviated procedure, in accordance with the requirements of Part 5 of Article 47 of the Law of Ukraine "On Joint Stock Companies" with notification of shareholders to convene the General Meeting no later than 15 days before the date. The shareholders of the Company have no right to make proposals to the agenda of the General Meeting, in accordance with Article 38 of the Law of Ukraine "On Joint Stock Companies". Changes to the agenda are also not provided.

Prior to the General Meeting, the Company shall provide written answers to written questions of shareholders on issues included in the agenda of the General Meeting before the date of the General Meeting. The Society may provide one general answer to all questions of the same content. The company provides responses by e-mail.
E-mail for inquiries from shareholders: agrimatco.ukraine@agrimatco-eu.com

Chairman of the Supervisory Board  - Omar M.Kh. Mikdadi

Member of the Supervisory Board - Khalil Khaled Khalil Mikdadi

Member of the Supervisory Board - Khaled H.A. Mikdadi