Published: 2019-03-18 15:35:00 CET
Zemaitijos Pienas
General meeting of shareholders

Regarding convening of an ordinary general meeting of shareholders of the company (SC “Žemaitijos pienas”)



At the initiative of the Board of ŽEMAITIJOS PIENAS AB (registered address: 35 Sedos st., Telšiai, company registration number 180240752) (hereinafter referred to as Company) and by resolution of the Board the ordinary general meeting of Company’s shareholders is to be called on 10 April 2019.

Place of the meeting: Telšių apskrities verslo inkubatorius PI, conference room at the address: 34A Sedos st., Telšiai.

The meeting begins at 3 p.m. (the shareholders will be registered from 2 p.m. to 2.40 p.m., place for registration: Telšių apskrities verslo inkubatorius PI, conference room at the address: 34A Sedos st., Telšiai).

Meeting accounting day: 3 April 2019 (only persons, who are the Company’s shareholders at the end of the accounting day of the general meeting of shareholders, or persons authorized by them, or persons, whom a voting right assignment agreement is made with, shall be entitled to participate and vote at the general meeting of shareholders).

Property rights’ accounting day: 25 April 2019. These rights shall only have persons, who will be the shareholders of the joint-stock company at the end of the tenth business day after the general meeting of shareholders that adopted a relevant resolution (to the joint-stock company);

Meeting agenda:

  1. Organizational issues of the general meeting of shareholders;
  2. Presentation of the auditor’s report and consolidated annual report of the company for the year 2018;
  3. Approval of the consolidated annual financial statements of the Company for the year 2018;
  4. Approval of profit (loss) distribution of the Company for the year 2018;
  5. Regarding establishment of a budget for members of collegial bodies of the company for activities carried out at the company;
  6. Regarding establishment of conditions and a procedure of purchase of own shares;
  7. To recall all members of the Supervisory Board in corpore from responsibilities of supervising members;
  8. Regarding election of members of the Supervisory Board;

The Company provides no possibility to participate and vote at the meeting by electronic communication means.
The shareholders granted at least 1/20 of all votes by owned shares may propose to add the agenda of the shareholders’ meeting by providing a project of a resolution of the general meeting of shareholders for each additional issue being proposed or an explanation, where no resolution is needed. Proposals to add the agenda shall be submitted in writing or by e-mail. The proposals in writing shall be delivered to the Company on business days or sent by registered mail to the Company’s registered address specified in the notice. The proposals by e-mail shall be sent to info@zpienas.lt. The agenda shall be added if the proposal is received not later than 14 days prior to the ordinary general meeting of shareholders. If the agenda of the general meeting of shareholders is added, the Company shall notify about it not later than 10 days before the meeting by the same means it has notified about convening of the meeting.

The shareholders granted at least 1/20 of all votes by owned shares may propose new resolution projects on issues included or to be included in the meeting agenda at any time before the general meeting of shareholders or during the meeting. The proposals may be submitted in writing or sent by e-mail. The proposals in writing shall be delivered to the Company on business days or sent by registered mail to the Company’s registered address specified in the notice. The proposals by e-mail shall be sent to info@zpienas.lt.

The shareholders are entitled to present questions relating to issues of the meeting agenda to the Company in advance. The shareholders may deliver questions in writing to the Company on business days at least 3 business days prior to the meeting or send them by registered mail to the Company’s registered address specified in the notice. The Company shall reply to the questions by e-mail or in writing prior to the meeting, except questions, which are related to commercial (business) secret, confidential information, or questions provided delivered later than 3 business days before the meeting.

To be registered for participation in the meeting the shareholders or their authorized persons must show an identification document. Authorized agents of the shareholders must show a power of attorney issued according to the procedure established by regulations. A power of attorney issued by a natural person must be notarized. A power of attorney issued in a foreign country must be translated into Lithuanian and legalized according to the procedure established by laws. An authorized agent may be authorized by more than one shareholder and vote separately according to instructions received from each shareholder.

The Company shall not establish a special form of a power of attorney. Before voting at the general meeting of shareholders the shareholder, possessing shares purchased in its name, but for the benefit of other persons, must disclose to the Company an identity of a final customer, number of shares to be voted, content voting instructions given to him or another explanations regarding participation and voting at the general meeting of shareholders agreed upon with the customer. The shareholder may vote by such votes granted by a portion of shares differently from votes granted by another portion of shares. The shareholders have and may exercise other rights granted by the Law on Companies of the Republic of Lithuania, which are not stipulated in this notice. We would like to mention that the number of Company’s shares makes up 48.375.000 units of ordinary registered shares; a par value of one share: 0.29 EUR; a total number of voting rights granted by shares: 48.375.000; a number of shares possessed by the Company: 2.227.228 units; shares granting a voting rights: 46.147.772 units.

A shareholder or his authorized agent may vote in writing in advance by filling up a general voting bulletin (attached as an appendix). Upon a written request of a shareholder the Company shall send a general voting bulletin by registered mail or deliver it personally upon signature at least 10 days before the meeting. The shareholder or his authorized agent shall sign the filled-up general voting bulletin and show documents to certify the powers granted. If the general voting bulletin is signed by a persons authorized by the shareholder, a document confirming the right to vote must be attached. The filled-up general voting bulletin with documents attached (if necessary) shall be delivered to the Company’s registered address specified in the notice prior to the meeting. Resolution projects of the general meeting of shareholders and other information have been announced according to the procedure established by regulations.

The Company’s shareholders may also familiarize themselves with meeting resolution projects, a general voting bulletin form, and other documents according to the procedure established by laws at the Company’s registered seat: 35 Sedos st., Telšiai or on Company’s website http://www.zpienas.lt/, or https://nasdaqbaltic.com.
Lawyer
G.Keliauskas
+370 444 22208

At the initiative of the Board of ŽEMAITIJOS PIENAS AB (registered address: 35 Sedos st., Telšiai, company registration number 180240752) (hereinafter referred to as Company) and by resolution of the Board the ordinary general meeting of Company’s shareholders is to be called on 10 April 2019.


Place of the meeting: Telšių apskrities verslo inkubatorius PI, conference room at the address: 34A Sedos st., Telšiai.


The meeting begins at 3 p.m. (the shareholders will be registered from 2 p.m. to 2.40 p.m., place for registration: Telšių apskrities verslo inkubatorius PI, conference room at the address: 34A Sedos st., Telšiai).


Meeting accounting day: 3 April 2019 (only persons, who are the Company’s shareholders at the end of the accounting day of the general meeting of shareholders, or persons authorized by them, or persons, whom a voting right assignment agreement is made with, shall be entitled to participate and vote at the general meeting of shareholders).


Property rights’ accounting day: 25 April 2019. These rights shall only have persons, who will be the shareholders of the joint-stock company at the end of the tenth business day after the general meeting of shareholders that adopted a relevant resolution (to the joint-stock company);


Meeting agenda:


  1. Organizational issues of the general meeting of shareholders;
  2. Presentation of the auditor’s report and consolidated annual report of the company for the year 2018;
  3. Approval of the consolidated annual financial statements of the Company for the year 2018;
  4. Approval of profit (loss) distribution of the Company for the year 2018;
  5. Regarding establishment of a budget for members of collegial bodies of the company for activities carried out at the company;
  6. Regarding establishment of conditions and a procedure of purchase of own shares;
  7. To recall all members of the Supervisory Board in corpore from responsibilities of supervising members;
  8. Regarding election of members of the Supervisory Board;


The Company provides no possibility to participate and vote at the meeting by electronic communication means.

The shareholders granted at least 1/20 of all votes by owned shares may propose to add the agenda of the shareholders’ meeting by providing a project of a resolution of the general meeting of shareholders for each additional issue being proposed or an explanation, where no resolution is needed. Proposals to add the agenda shall be submitted in writing or by e-mail. The proposals in writing shall be delivered to the Company on business days or sent by registered mail to the Company’s registered address specified in the notice. The proposals by e-mail shall be sent to info@zpienas.lt. The agenda shall be added if the proposal is received not later than 14 days prior to the ordinary general meeting of shareholders. If the agenda of the general meeting of shareholders is added, the Company shall notify about it not later than 10 days before the meeting by the same means it has notified about convening of the meeting.


The shareholders granted at least 1/20 of all votes by owned shares may propose new resolution projects on issues included or to be included in the meeting agenda at any time before the general meeting of shareholders or during the meeting. The proposals may be submitted in writing or sent by e-mail. The proposals in writing shall be delivered to the Company on business days or sent by registered mail to the Company’s registered address specified in the notice. The proposals by e-mail shall be sent to info@zpienas.lt.


The shareholders are entitled to present questions relating to issues of the meeting agenda to the Company in advance. The shareholders may deliver questions in writing to the Company on business days at least 3 business days prior to the meeting or send them by registered mail to the Company’s registered address specified in the notice. The Company shall reply to the questions by e-mail or in writing prior to the meeting, except questions, which are related to commercial (business) secret, confidential information, or questions provided delivered later than 3 business days before the meeting.


To be registered for participation in the meeting the shareholders or their authorized persons must show an identification document. Authorized agents of the shareholders must show a power of attorney issued according to the procedure established by regulations. A power of attorney issued by a natural person must be notarized. A power of attorney issued in a foreign country must be translated into Lithuanian and legalized according to the procedure established by laws. An authorized agent may be authorized by more than one shareholder and vote separately according to instructions received from each shareholder.


The Company shall not establish a special form of a power of attorney. Before voting at the general meeting of shareholders the shareholder, possessing shares purchased in its name, but for the benefit of other persons, must disclose to the Company an identity of a final customer, number of shares to be voted, content voting instructions given to him or another explanations regarding participation and voting at the general meeting of shareholders agreed upon with the customer. The shareholder may vote by such votes granted by a portion of shares differently from votes granted by another portion of shares. The shareholders have and may exercise other rights granted by the Law on Companies of the Republic of Lithuania, which are not stipulated in this notice. We would like to mention that the number of Company’s shares makes up 48.375.000 units of ordinary registered shares; a par value of one share: 0.29 EUR; a total number of voting rights granted by shares: 48.375.000; a number of shares possessed by the Company: 2.227.228 units; shares granting a voting rights: 46.147.772 units.


A shareholder or his authorized agent may vote in writing in advance by filling up a general voting bulletin (attached as an appendix). Upon a written request of a shareholder the Company shall send a general voting bulletin by registered mail or deliver it personally upon signature at least 10 days before the meeting. The shareholder or his authorized agent shall sign the filled-up general voting bulletin and show documents to certify the powers granted. If the general voting bulletin is signed by a persons authorized by the shareholder, a document confirming the right to vote must be attached. The filled-up general voting bulletin with documents attached (if necessary) shall be delivered to the Company’s registered address specified in the notice prior to the meeting. Resolution projects of the general meeting of shareholders and other information have been announced according to the procedure established by regulations.


The Company’s shareholders may also familiarize themselves with meeting resolution projects, a general voting bulletin form, and other documents according to the procedure established by laws at the Company’s registered seat: 35 Sedos st., Telšiai or on Company’s website http://www.zpienas.lt/, or https://nasdaqbaltic.com.

Lawyer

G.Keliauskas

+370 444 22208





Attachments


Election bulet VAS 2019 EN.pdf
ŽP General voting ballot 20190410 EN.pdf
Stebėtojų tarybos kandidatūros-election of the Members 20190410LT EN.pdf
ZP-Reporting-Social Responsibility 2018 EN.pdf
ŽP resolutions drafts 20190410 EN.pdf
ŽP Annual report codex II-II 2018 EN..pdf
ŽP annual report confirm. persons, auditors report.,finans stat.I-II 2018 EN..pdf
18-ZP-Reporting-Management Reoport EN20190410.pdf