IMC S.A. (7/2023) CONVENING NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF IMC S.A.

Podstawa prawna: art. 56. 1. 2 of Act on Public Offering.

IMC S.A. (the Company) will hold its annual general meeting of shareholders (the AGM) on 30 June 2023

at its registered office: 16, rue Erasme L-1468 Luxembourg

R.C.S. Luxembourg B 157843

Annual General Meeting of Shareholders of the Company (the "AGM") to be held on 30 June 2023 at 10.00 a.m. CET at the registered office of the Company with the following agenda:

1. Appointment of Mr Christian Tailleur or any other employee of Altum Luxembourg S.A. as the chairman of the general meeting of shareholders.

2. Appointment of Mrs Catia Campos or any other employee of Altum Luxembourg 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 2022 (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 2022 (the "Auditor's Report"), the individual annual accounts of the Company for the financial year ended on 31 December 2022 (the "Annual Accounts"), the consolidated financial statements of the Company's group for the financial year ended on 31 December 2022 (the "Consolidated Financial Statements").

4. Review and approval of the Annual Accounts of the Company for the financial year ended on 31 December 2022.

5. Review and approval of the Consolidated Financial Statements of the Company's group for the financial year ended on 31 December 2022.

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 2022 to 31 December 2022.

8. Allocation of the result for the financial year ended on 31 December 2022.

9. Acknowledgement of the resignation of Mr Kamil Jan Gaworecki as member of the Board of Directors with effect as from 28 February 2023.

10. Approval of the final nomination of Mr Andrzej Szurek as the new non-executive director of the Company appointed pursuant to the minutes of the Board of Directors dated 23 February 2023. The non-executive director is appointed for a period of 3 (three) years. His mandate will expire at the annual general meeting of shareholders of the Company to be held in 2026.

11. Discharge to the members of the Board of Directors.

12. Renewal of the mandates of Alfons Wilhelm Balmann, Alex Lissitsa, Dmytro Martyniuk, Sergii Klimishyn, Olena Krysenko, Oleksandr Petrov, and Oleksandr Verzhykhovskyi as directors of the Company until the annual general meeting of shareholders of the Company to be held in 2026.

13. 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 Friday 16 June 2023, 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 Friday 16 June 2023, 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 16, rue Erasme, L-1468 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 Shareholder's Certificate (original or copy) must be sent by the shareholder to the Company no later than on Friday 23 June 2023, 18.00 CET.

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 Friday 16 June 2023, 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 (16, rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg) or by email (christian.tailleur@altumgroup.com) (quoting "2023 IMC 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 Thursday 8 June 2023, 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 15 June 2023.

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 16, rue Erasme, L-1468 Luxembourg, Grand Duchy of Luxembourg or by email at christian.tailleur@altumgroup.com (quoting "2023 IMC 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.

Luxembourg, 25 May 2023

The Board of Directors

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