Special information of PJSC "IMCC"

Type of informationNotice of the general meeting
Date of the general meeting:27.07.2018
Date of publication11.07.2018 11:20:13
Name of the issuer*.Private Joint Stock Company "Ichnianskyi Dairy Canning Plant"
Legal address*.4, Vyshneva str., Ichnia, Chernihiv region, 16703
Manager*.Mr. Reshetnyak is the Chairman of the Management Board. Tel: 0463324095
E-mail*.mkk@ichnya.com
* Information as of the date of posting the information in the NSSMC Public Information Database

Private Joint Stock Company "Ichnianskyi Dairy Canning Plant"

(EDRPOU code 00381152, location:

4, Vyshneva str., Ichnia, Chernihiv region, 16703)

Announces the Extraordinary General Meeting of Shareholders to be held on July 27, 2018 at the following address: 4, Vyshneva str., Ichnia, Chernihiv region, 16703, meeting room. The meeting starts at 10:00 am.

Registration of shareholders and their representatives for participation in the General Meeting of Shareholders will be held on July 27, 2018 from 09-00 to 09-50 at the place of the General Meeting of Shareholders. The list of shareholders entitled to participate in the General Meeting of Shareholders is compiled as of July 23, 2018.

In order to participate in the general meeting, shareholders must have an identity document (passport), and shareholder representatives must have a passport and a power of attorney executed in accordance with applicable law.

A shareholder has the right to issue a power of attorney to one or more of its representatives to participate and vote at a general meeting of shareholders, as well as to withdraw or replace its representative at any time.

A power of attorney for participation and voting at a general meeting of shareholders may contain a voting task, i.e. a list of items on the agenda of the general meeting of shareholders, indicating how and for which (against which) resolution to vote. During the voting at the general meeting of shareholders, the proxy must vote exactly as provided for in the voting instructions. If the power of attorney does not contain a voting task, the representative shall resolve all voting issues at the general meeting of shareholders at his/her discretion.

Draft agenda of the General Meeting (list of issues, together with draft resolutions (except for cumulative voting) on each of the issues included in the draft agenda):

  1. On the election of the Counting Committee of the General Meeting of the Company.

Draft decision on the first item on the agenda: "To elect the Counting Commission of the General Meeting in the amount of 3 (three) persons, as follows:

Zhivotyaga Y.V.

Kuzmenko Y.V.

Golinko M.V.

2. Approval of the procedure and method of certification of voting ballots at the General Meeting of Shareholders.

Draft decision on the second item on the agenda: "To approve the following decision of the Supervisory Board of the Company regarding the procedure and method of certification of voting ballots at the General Meeting of Shareholders of the Company Minutes No. 2 dated 04.07.2018: voting and cumulative voting ballots are certified before they are received by the registration commission by affixing the signature of the Chairman of the Board of PJSC "IMCC" and the seal of PJSC "IMCC" in the upper right corner on the first page of the ballot. In case of invalidity of the ballot, a mark shall be made on it indicating the grounds for invalidity. The mark on the invalidity of the ballot shall be certified by the Chairman of the Counting Commission or the Temporary Counting Commission."

3. Election of the Chairman and Secretary of the General Meeting of the Company.

Draft decision on the third item on the agenda: "To elect ________________ as the Chairman of the General Meeting of the Company and ____________________ as the Secretary.

4. Decision-making on the procedure for holding the General Meeting of the Company.

Draft resolution on the fourth item on the agenda: "To approve the following procedure for holding the General Meeting of the Company:

- speakers shall have up to 10 minutes (for each item) to announce information on the agenda of the General Meeting of Shareholders;

- Speakers are allowed up to 3 minutes to answer questions;

- to allocate up to 5 minutes to the counting commission (temporary counting commission) for voting on the agenda items and counting the votes of shareholders on the agenda items;

- to organize the work of the General Meeting without interruption;

- not to record the course of the General Meeting by technical means;

- the media shall not be allowed to attend the General Meeting;

- only the Company's shareholders or their authorized representatives, the Company's officers, employees of the Company and members of the working bodies of the General Meeting shall be allowed to speak at the General Meeting;

- all questions and/or proposals on the agenda of the General Meeting shall be submitted exclusively in writing to the Secretary of the General Meeting through members of the registration or counting commission prior to the consideration of the relevant agenda item, indicating the name and surname (title) of the shareholder or his representative submitting the relevant question and/or proposal;

- Voting on the agenda items shall be conducted by means of voting ballots of the approved form issued to the participants of the General Meeting (holders of voting shares) during their registration for participation in the General Meeting;

- one voting share gives the shareholder one vote to resolve each of the issues put to a vote."

5. On preliminary consent to enter into significant transactions that may be entered into by the Company with Viceroy Trade & Invest Limited and/or other legal entities or banks within one year, determination of their subject matter (nature) and aggregate maximum value, authorization to determine the expediency of their conclusion, essential terms and conditions and the person who will be responsible for their conclusion and signing.

Draft decision on the fifth item on the agenda:

 1. To give consent to the following significant transactions that may be entered into by the Company with Viceroy Trade & Invest Limited and/or other legal entities or banks during the period from the date of the resolution until the next annual general meeting of shareholders:

- the master loan agreement and amendments and supplemental agreements thereto;

- credit and deposit agreements, loan agreements or amendments and supplements thereto;

- agreements (amendments thereto) related to securing the fulfillment of obligations under loan agreements, loan agreements and general loan agreements entered into by the Company (property pledge agreements, mortgage agreements, surety agreements, etc.).

2. The Supervisory Board of the Company shall determine the expediency of entering into such agreements and their essential terms;

3. To determine the aggregate maximum value of significant transactions in the amount of UAH 900,000,000.00 (nine hundred million) or the equivalent of this amount in another currency calculated at the official exchange rate of the National Bank of Ukraine as of the date of conclusion of the relevant agreement/s;

4. To authorize the Chairman of the Management Board of the Company or an authorized person under the power of attorney of the Company to sign agreements that are significant transactions.

6. On pledging the property owned by the Company to Viceroy Trade & Invest Limited and/or other legal entities or banks as security for the fulfillment of the Company's obligations to Viceroy Trade & Invest Limited.

Draft decision on the sixth item on the agenda:

To secure the fulfillment by the Company of existing and/or future loan obligations, obligations under the loan agreement to Viceroy Trade & Invest Limited and/or other legal entities or banks, to provide (based on part 3 of Art. 70 of the Law of Ukraine "On Joint Stock Companies") consent to the pledge to Viceroy Trade & Invest Limited and/or other legal entities or banks and/or subsequent pledge, mortgage and/or subsequent mortgage of all movable (including, but not limited to, property rights to receivables, intellectual property, goods in circulation/processing, etc.) and non-movable property that is and/or will be owned by the Company at the time of such transfer, with a collateral value not less than the book value of such property, which may be made by the Company within no more than one year from the date of such decision.

7. Determination of the property to be pledged/mortgaged to Viceroy Trade & Invest Limited and/or other legal entities or banks as security for the fulfillment of the Company's credit obligations.

Draft decision on the seventh item on the agenda:

To secure the fulfillment by the Company of its loan obligations or obligations under the loan agreement to Viceroy Trade & Invest Limited and/or other legal entities or banks, to agree to the transfer of pledge and/or subsequent pledge, mortgage and/or subsequent mortgage of all movable (including, but not limited to, property rights to receivables, intellectual property, goods in circulation/processing, etc.) and immovable property that is and/or will be owned by the Company at the time of such transfer, with a collateral value not less than the book value of such property, which may be made by the Company within no more than one year from the date of such decision.

The total market value of real estate that may be mortgaged (formalized by one or more agreements) to secure the Company's obligations both in total and under each separate agreement, the obligation under which is secured, shall not exceed UAH 400,000,000.00 (four hundred million) or the equivalent of this amount in another currency calculated at the official exchange rate of the National Bank of Ukraine as of the date of conclusion of the relevant agreement/s.

The total market value of movable property that may be pledged (formalized by one or more agreements) to secure the Company's obligations both in total and under each individual agreement under which the obligation is secured shall not exceed UAH 500,000,000.00 (five hundred million) or the equivalent of this amount in another currency calculated at the official exchange rate of the National Bank of Ukraine as of the date of conclusion of the relevant agreement(s).

8. On preliminary consent to transactions on repurchase by the Company of the right to claim under the Credit Line Agreement No. 70-В/12/35/ЮО/КЛ dated December 24, 2012 from the LIMITED LIABILITY COMPANY "FINANCIAL COMPANY "CENTRAL FINANCE" or another legal entity (financial company).

Draft decision on the eighth item on the agenda:

To give consent to transactions on repurchase by the Company of the right to claim under the Credit Line Agreement No. 70-В/12/35/ЮО/КЛ dated December 24, 2012 and under security agreements (property pledge agreements, mortgage agreements, surety agreements, etc.) from the "FINANCIAL COMPANY "CENTRAL FINANCE" LIMITED LIABILITY COMPANY" or other legal entity (financial company) with a value (transaction price) not exceeding UAH 200,000,000 (two hundred million). 00 kopecks.

9. On the necessity to authorize the Chairman of the Management Board of the Company or an authorized person under the power of attorney of the Company to enter into and sign the above agreements and other documents related to the conclusion of the above agreements.

Draft decision on the ninth item on the agenda:

To authorize the Chairman of the Management Board or an authorized person under the Company's power of attorney to enter into and sign loan agreements, loan agreements, surety agreements, pledge/mortgage agreements and any other agreements (under which the Company is a debtor, property guarantor, mortgagor, pledgor, assignor, etc.) and/or additional agreements, agreements on amendments to existing loan agreements, surety agreements, loan agreements, pledge/mortgage agreements (under which the Company is a property guarantor), and other agreements, documents related to the signing of the above agreements, including:

- determine the material terms and conditions subject to the provisions of this protocol;

- credit agreements, loan agreements, surety agreements, pledge/mortgage agreements (under which the Company is a debtor, property guarantor, mortgagor, pledgor, assignor, etc.) and/or additional agreements, agreements on amendments to existing credit agreements, surety agreements, pledge/mortgage agreements);

- other agreements related to the loan agreement, loan agreement, surety agreement, pledge/mortgage agreement and/or additional agreements, agreements amending existing loan agreements, surety agreements, pledge/mortgage agreements (hereinafter referred to as "Related Agreements");

- any documents related to the loan agreements, loan agreements, surety agreements, pledge/mortgage agreements and/or supplemental agreements, agreements amending existing surety agreements, pledge/mortgage agreements and/or Related Agreements (hereinafter referred to as the "Documents");

- enter into and sign on behalf of the Company:

- loan agreements, surety agreements, pledge/mortgage agreements and/or supplemental agreements, agreements to amend existing loan agreements, surety agreements, pledge/mortgage agreements;

- Related agreements;

- Additional agreements, amendment agreements;

- Documents,

take other actions necessary to implement the decisions specified in this protocol, including issuing powers of attorney to take actions necessary to implement the decisions taken.

Information with draft resolutions on each of the issues included in the draft agenda of the General Meeting is available on the Company's website: ichnya.com.

From the date of sending the notice of the general meeting to the day of the general meeting, the shareholders of the Company and/or their representatives may familiarize themselves with the materials (documents) necessary for making decisions on the agenda of the general meeting on business days from 10:00 a.m. to 17:00 p.m. at the following address: Ukraine, Chernihiv region, Ichnia, 4 Vyshneva str., reception of the Chairman of the Board, and on the day of the general meeting - also at the place of its holding.

The person responsible for the procedure for familiarization of shareholders with the above materials (documents) is Yaroslav Zhyvotyaga tel. (04633) 2-40-95.

Each shareholder has the right to make proposals on the issues included in the draft agenda of the general meeting of the joint-stock company, as well as on new candidates for the company's bodies, the number of which may not exceed the number of members of each body.

Proposals shall be submitted not later than 20 days before the date of the general meeting of the joint-stock company, and with respect to candidates to the company's bodies - not later than seven days before the date of the general meeting. Proposals for inclusion of new items in the draft agenda shall contain relevant draft resolutions on these issues.

Shareholders' proposals to the draft agenda should be sent to the following address: 4, Vyshneva str., Ichnia, Chernihiv region, 16703.

To the attention of the shareholders of PJSC "IMCC": In accordance with paragraph 10 of Section VI of the Law of Ukraine "On the Depository System of Ukraine" dated 06.07.2012 No. 5178-VI, if a securities holder has not entered into an agreement with the depositary institution chosen by the issuer to maintain a securities account on his own behalf or has not transferred his rights to securities to his securities account opened with another depositary institution, such holder's securities are not taken into account when determining the quorum and voting in the issuer's bodies.

The announcement of convening the general meeting was published in the central official print media "NSSMC Bulletin" No. 130 (2883) dated 11.07.2018.

I hereby confirm the accuracy of the information contained in the notice
Position titleChairman of the BoardReshetnyak Serhii Andriiovych
(signature)(initials and surname of the head)
M.P.11.07.2018
(date)