Convening notice and instructions for shareholders for EGM to be held on 27 February 2013

Current report no 38
Dated 26.01.2013
 
Westa ISIC S.A.
Société anonyme
Registered office: 412F, route d’Esch, L-2086 Luxembourg
R.C.S. Luxembourg: B 150.326 (the “Company”)
 
 
Convening notice and instructions for shareholders to participate in the Extraordinary General Meeting of shareholdersof WESTA ISIC S.A. on 27 February 2013
 
Dear Shareholders,
 
The Board of Directors of WESTA ISIC S.A. (the “Company”) convenes the shareholders of the Company to the Extraordinary General Meeting of Shareholders (hereinafter - General Meeting) to be held on 27 February 2013 at 15.00 Central European Time (CET) at the registered office of the Company: 412F, route d’Esch, L-2086 Luxembourg, with the following agenda:
 
1. Termination of the mandate of the Statutory Auditor (réviseur d’Entreprises agréé), Deloitte S.A., having its registered office in L- 2220 Luxembourg, 560, rue de Neudorf and appointment of Baker Tilly S.A.R.L., having its registered office in L-1511 Luxembourg, 119, Avenue de la Faïencerie.
2. Acceptance of the resignation of Mr. Christoph Kossmann, B Director, and appointment of new B Directors.
3. Transfer of the registered office from 412F, route d’Esch, L-2086 Luxembourg to 65, boulevard Grande-Duchesse Charlotte L–1331 Luxembourg.
4. Appointment of the members of audit committee.
5. Adoption of the remuneration policy of the Company.
6. Miscellaneous.
 
1. Right to participate in the General Meeting.
In accordance with the Article 3 of the law of 24 May 2011 on exercise of certain rights of shareholders at the general meeting of companies admitted to trading, participation in the General Meeting is reserved to shareholders of the Company whose shareholding is determined on 13 February 2013 at 12.00 p.m. CET and who give notice of their intention to attend the General Meeting by sending (i) a depositary certificate and (ii) a duly completed proxy voting form (only in case of participation by use of a proxy)
· no later than 22 February 2013 18.00 p.m. CET in PDF format by e-mail to Noelle Piccione (e-mail: Noelle.Piccione@sgg.lu) or by fax to +352 466 111 2703
and
· no later than 26 February 2013 18.00 p.m. CET in original by courier or by ordinary or registered mail to the Company’s offices at the following address:
WESTA ISIC S.A.
Att: Noelle Piccione
412F, route d’Esch,
L-2086 Luxembourg.
 
The shareholders are advised to contact their investment firms or custodian banks in order to receive information on formal requirements of, and documents to be submitted to, the investment firm or the custodian bank for the purpose of the issuance of the depository certificate.
 
Each Shareholder has the following participation option:
· attend the General Meeting in person or
· participate the General Meeting by use of a proxy pursuant to the relevant options chosen and votes expressed in the proxy voting form.
 
One person may represent more than one shareholder.
For the convenience of shareholders, the Company proposes to appoint Noelle Piccione of SGG S.A., corporate servicer of the Company, with full power of substitution, as proxy for the shareholders to attend the General Meeting and vote in accordance with the voting instructions of the shareholder as provided in the duly filled proxy voting form, signed by the relevant shareholder.
Please note, however, it is permitted to nominate a proxy other than the proposed shareholder's proxy.
 
2. The documents relating to the General Meeting are available at the registered office of the Company and on the website of the Company (www.westa.com.ua) from the date of first publication of this convening notice and until closing of the Meeting. These documents include in particular:
(i) the form of proxy voting form;
(ii) draft of the shareholders resolutions to be taken during the General Meeting.
 
An attendance list will be established at the General Meeting recording the shareholder(s) of the Company attending the General Meeting in person or by use of a proxy.
 
3. Share capital.
As of the day of the General Meeting the Company`s share capital is set at four hundred forty-one thousand three hundred thirty-three Euro thirty-three Cents (EUR 441,333.33) consisting of 44,133,333 (forty-four million one hundred thirty-three thousand three hundred thirty-three) ordinary shares with a nominal value of EUR 0.01 (one Cent of Euro) each.
One share entitles to one vote on each matter presented and requiring a vote at the General Meeting.
 
4. The AGM will be conducted in conformity with the voting requirements of the Luxembourg law
on commercial companies dated 10 August 1915 as amended and the Company’s articles of association.
No specific quorum is required for the valid deliberation or acknowledgement of the General Meeting and the resolutions are taken by a simple majority of the votes cast by the shareholders present or represented at the General Meeting.
 
5. Documents to be presented by shareholders at the General Meeting.
Shareholders must present the following documents at the General Meeting to be able to participate in the General Meeting:
a) in case of natural persons - an ID, a passport or other official document confirming identify of the shareholder.
b) in case of legal persons:
(i) an extract from the respective companies register and/or other official document confirming existence of the legal person and signing authority on behalf of the legal person;
(ii) other documents evidencing the right of a natural person(s) to represent such shareholder at the General Meeting;
(iii) the ID card, passport or other official document confirming the identity of the individual acting on behalf of the legal person.
c) in case of acting through proxy:
(i) an ID card, passport or other official document confirming identity of proxy;
(ii) the power of attorney, together with unbroken chain of previous powers of attorney (if any);
(iii) in case of a proxy for a legal person - an extract from the respective companies register and/or other official document confirming existence of the legal person and authority of the persons signing the power of attorney on behalf of the legal person.
 
The above documents should be in original or in copy confirmed by a notary.
The name, address, registration number and other information on the shareholder (if provided in the documents) shall be consistent in all documents.
All documents (including depository certificates) shall be delivered in English. In the contrary, the shareholder shall provide at its own expense and in the same deadlines a certified true translation by an officially agreed translator.
In the event there are any doubts as to the authority or identity of shareholders or persons acting on their behalf, the Chairman of the General Meeting will have a decisive voice regarding admittance to the General Meeting.
 
6. Language of the General Meeting.
The General Meeting will be conducted, and all resolutions will be proposed and approved, in English.
 
7. Right to propose new items to the agenda and to file draft resolutions.
One or more shareholders holding together at least 5% of the share capital of the Company may:
· Add new items on the agenda of the General Meeting;
· File proposed resolutions in relation with the items of the agenda or the additional items.
Such requests must be sent to the Company in writing by mail at the following address: 412F, route d’Esch, L-2086 Luxembourg, R.C.S. Luxembourg: B 150.326 or by e-mail to Noelle Piccione (e-mail: Noelle.Piccione@sgg.lu) no later than 05 February 2013.
Such requests should enclose the related proposed resolutions and should indicate a mail or e-mail address to which the Company may send an acknowledgement of receipt.
The Company will acknowledge the receipt of such requests within 48 hours upon reception.
The Company will publish an updated agenda of the extraordinary general meeting at the latest on 12 February 2013.
8. Inquiries.
Any inquiries regarding the procedure to participate in the General Meeting shall be addressed by e­mail to Noelle Piccione (e-mail: Noelle.Piccione@sgg.lu).
On all related correspondence (e.g., such as the object of the mail or the e-mail) kindly indicate the following notice: “2013 Extraordinary Meeting of Shareholders WESTA ISIC S.A.”
 
 
Legal grounds: Art. 56.1 in connection with article 56.6 of the Act of 29 July 2005 on the public offering, conditions governing the introduction of financial instruments to organized trading system and on public companies.

Signatures of individuals authorized to represent the Company:

Date Name Signature
26-01-2013 Oksana Mazurkevych Oksana Mazurkevych

WESTA «WESTA» International Scientific Industrial Corporation
5,Pisargevskyy Street, 49005, Dnepropetrovsk, Ukraine
E-mail: westa@westa-inter.com
Web: http://westa.com.ua