Published: 2019-10-23 17:10:00 CEST
Zemaitijos Pienas
General meeting of shareholders

PUBLIC LIMITED LIABILITY COMPANY “ŽEMAITIJOS PIENAS” NOTICE OF CONVOCATION OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS



Public Limited Liability Company “ŽEMAITIJOS PIENAS”, office address Sedos Str. 35, Telšiai, company code 180240752, (hereinafter referred to as the Company) on 14 November 2019 convenes an extraordinary General Meeting of Shareholders upon the decision of the Board as of 22 October 2019.

Meeting place – Public Institution “Telšių apskrities verslo inkubatorius” – conference hall, address Sedos Str. 34A, Telšiai.

Meeting begins on 14:00 p.m. (registration of shareholders from 13:00 p.m. until 13:45 p.m., registration place – Public Institution “Telšių apskrities verslo inkubatorius” – conference hall, address Sedos Str. 34A, Telšiai).

Accounting day of the Meeting – 7 November 2019 (only the persons, who will be shareholders of the Company in the end of the accounting day, or their authorised persons, or persons being the parties of voting right delegation agreement, may participate and vote at the General Meeting of Shareholders).  

Accounting day of property rights – 28 November 2019, the persons with such rights are those who will be shareholders of the Company in ten days after the General Meeting of Shareholders, which takes an appropriate decision.

AGENDA OF THE MEETING:

  1. Organisational issues related to the General Meeting of Shareholders.
  2. Regarding approval of the Company reorganisation by way of merging of the Company and Public Limited Liability Company “Baltijos mineralinių vandenų kompanija”.
  3. Regarding assessment of conditions of the Company reorganisation by way of merging of the Company and Public Limited Liability Company “Baltijos mineralinių vandenų kompanija” and preparation of the report of assessment of reorganisation conditions.  

The Company does not provide the possibility to participate and vote in the meeting by electronic means. 

Shareholders holding at least 1/20 of all votes may propose to supplement the agenda of the General Meeting of Shareholders, proposing a draft decision of the General Meeting of Shareholders with each additional question or an explanation, if the decision is not required. Proposals on supplementation of the agenda must be sent by post or e-mail. Written proposals shall be delivered to the Company on business days or sent by registered post at the office address of the Company specified in the notice. Proposals by e-mail shall be sent at the address info@zpienas.lt. The agenda will be supplemented, if a proposal is received not later than in 14 days before the date of the General Meeting of Shareholders. If the agenda of the General Meeting of Shareholders is supplemented, the Company will inform on supplements not later than in 10 days before the date of the Meeting using the same methods as for information on the Meeting convocation.  

Shareholders holding at least 1/20 of the votes may, at any time before the General Meeting of Shareholders or during the General Meeting of Shareholders, propose new draft decisions on the issues that are or will be included on the agenda of the Meeting. Proposals may be sent by post or e-mail. Written proposals shall be delivered to the Company on business days or sent by registered post at the office address of the Company specified in the notice. Proposals by e-mail shall be sent at the address info@zpienas.lt.

Shareholders have the right to ask the Company questions related to the agenda of the Meeting in advance. Questions may be submitted by the shareholders in writing on business days to the Company or by registered post at the registered office of the Company no later than in 3 business days before the Meeting. The Company shall respond to the submitted questions by e-mail or in writing prior to the Meeting, except for questions related to the Company's commercial (industrial) secret, confidential information, or submitted later than in 3 business days before to the Meeting.

Shareholders or their authorized representatives must provide an identification document at the time of registering for the meeting. Agents of shareholders must submit powers of attorney issued in accordance with the procedure established by legal acts. Power of attorney issued by a natural person must be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Aa Agent may by authorized by more than one shareholder and vote differently according to the instructions given by each shareholder.

The Company does not establish specific form of power of attorney. Before voting at the general meeting a shareholder holding shares of the Company acquired in his own name but for the benefit of other persons shall disclose to the Company the identity of the end customer, the number of voting shares and content of voting instructions or other explanation on agreed participation and voting of the customer at the General Meeting of Shareholders. A shareholder may vote differently using the votes granted by the shares. Shareholders must exercise other rights established in the Law on Companies of the Republic of Lithuania, which are not provided for in this notice. It should be noted that the number of shares of the Company is 48 375 000 ordinary registered shares, nominal value of one share is EUR 0.29, total number of votes granted by shares of the Company is 48 375 000 votes, number of shares held by the Company is 3 416 763 shares, shares granting the voting rights - 44 958 237 shares.

A shareholder or his / her Agent may vote in writing in advance by completing a general voting bulletin (attached). If requested by the shareholder in writing, the Company shall send the general voting bulletin by registered mail or deliver it in person at the least in 10 days before the Meeting. The completed general voting bulletin must be signed by the shareholder or his or her authorized representative and must be accompanied by supporting documents. If the general voting bulletin is signed by a person authorized by the shareholder, it shall be accompanied by a document certifying the right to vote. The completed general voting bulletin with accompanying documents (if necessary) must be submitted to the Company at the address of the registered office of the Company not later than prior to the Meeting. Draft decisions of the General Meeting of Shareholders and other information were published in accordance with the procedure established by legal acts.

The draft decision of the Meeting, the form of the general voting bulletin, other documents, in accordance with the procedure established by laws, will be available to the shareholders of the Company in the office of the Company, Sedos Str. 35, Telšiai, or at the web page of the Company https://www.zpienas.lt/lt/investuotojams/esminiai-ivykiai and https://nasdaqbaltic.com/statistics/lt/news .

Lawyer

G. Keliauskas

+ 370 444 22208

g.keliauskas@zpienas.lt


Attachments


Draft resolution 20191023_ENG.pdf
Ballot paper ZP VAS 2019 11 14 _ENG.pdf