KSG Agro S.A.

author: "ajarreton"
date: 2016-02-22 16:52:00+00:00
processor: python-docx+mammoth
status: success

PROXY

The undersigned ___________________, __________, with residence at ___________________________________ (the Undersigned),

hereby appoints any employee of WConseil (each a Proxyholder), each acting individually, as its true and lawful agent and attorney-in-fact,

in order to represent the Undersigned through his/her sole signature at the annual general meeting (the Meeting) and the extraordinary general meeting (the Extraordinary Meeting) of the shareholders of KSG Agro S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 24, rue Astrid, L-1143 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) (RCS) under the number B 156.864 (the Company), which will be held at the registered office of the Company on March 29, 2016 at 4:00 p.m. and at 5:00 p.m., respectively.

The Meeting shall have 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 Undersigned appoints the Proxyholder to vote upon all the items of the above agenda in accordance with any directions herein given and if no direction is given, the Proxyholder shall vote FOR with respect to each of the proposals for which no direction is given.

RESOLUTION to acknowledge that the Undersigned has been duly convened to the Meeting by way of a convening notice published in the Mémorial on February 29, 2016, on the Tageblatt on February 29, 2016 and on the website of the Company on February 22, 2016.


For				Against			Abstention

RESOLUTION 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 and discharge (quitus) to the board of directors of the Company in relation thereto.


For				Against			Abstention

RESOLUTION to approve 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.


For				Against			Abstention

RESOLUTION to approve of the management report of the Directors of the Company with respect to the 2014 Consolidated Annual Accounts.


For				Against			Abstention

RESOLUTION to approve of a responsibility statement of the Directors of the Company with respect to the 2014 Consolidated Annual Accounts.


For				Against			Abstention

RESOLUTION to approve of the annual accounts of the Company for the annual financial year having started on January 1, 2014 and ended on December 31, 2014.


For				Against			Abstention

RESOLUTION to approve of the management report of the Company with respect to the 2014 Annual Accounts.


For				Against			Abstention

RESOLUTION to allocate of the results of the financial year ended on December 31, 2014.


For				Against			Abstention

RESOLUTION to 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.


For				Against			Abstention

RESOLUTION to 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.


For				Against			Abstention

RESOLUTION to 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.


For				Against			Abstention

RESOLUTION to authorize and empower any director of the Company and/or any employee of W Conseil, each individually and severally, to proceed in the name and on behalf of the Company and in accordance with the requirements of Luxembourg law, with the registration of the 2014 Annual Accounts and the appointment of the independent auditor (réviseur d'entreprises agréé) of the Company with the RCS and to publish the same in the Mémorial, the Tageblatt and to carry out all acts and things so as to carry into effect the purposes and intent of the Meeting.

The above Meeting will be immediately followed by the Extraordinary Meeting of the shareholders of the Company which will take place in Luxembourg, at the same date, upon 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.

RESOLUTION to acknowledge that the Undersigned has been duly convened to the Extraordinary Meeting by way of a convening notice published in the Mémorial on February 29, 2016, on the Tageblatt on February 29, 2016, and on the website of the Company on February 22, 2016.


For				Against			Abstention

RESOLUTION to acknowledge that the cumulated losses suffered by the Company as per December 31, 2014 amount to forty-one million two hundred and thirty-one thousand and seventy-eight US dollars eighty seven cents (USD 41,231,078.87), such losses exceeding three quarters of the share capital of the Company and RESOLUTION to continue the activities of the Company in accordance with article 100 of the Company Law.


For				Against			Abstention

The Undersigned authorizes the Proxyholder to approve, reject or modify, in the name and on behalf of the Undersigned, any item on the agenda and add any item to the agenda and, in addition, gives full power to the Proxyholder to make any statement, cast all votes, sign all minutes of meetings and other documents, do all acts necessary or useful in connection with or in respect of the performance of the present proxy, even though not especially indicated, undertaking to ratify and confirm such acts taken by the Proxyholder and signatures if the need should arise and to proceed, in accordance with the requirements of Luxembourg law, with any registration with the RCS and to any publication in the Mémorial, the Tageblatt.

The Undersigned undertakes to fully indemnify the Proxyholder against all claims, losses, costs, expenses, damages or liability which the Proxyholder sustains or incurs as a result of any action taken by him/her in good faith pursuant to this proxy including any costs incurred in enforcing this proxy.

This proxy is governed by and shall be construed in accordance with the laws of the Grand Duchy of Luxembourg. The courts of the district of the city of Luxembourg shall have exclusive jurisdiction to hear any dispute or controversy arising out of, or in connection with, this proxy.

Given in ____________________, on ________

______________________________________

By: ___________________

Title: _________________

AI Terminal

More from KSG Agro S.A.

Talk to a Data Expert