Published: 2019-11-20 12:15:00 CET
Zemaitijos Pienas
General meeting of shareholders

NOTICE OF THE PUBLIC COMPANY ŽEMAITIJOS PIENAS REGARDING CONVENTION OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY’S SHAREHOLDERS

 By decision of the board of the public company ŽEMAITIJOS PIENAS, legal office address Sedos g. 35, Telšiai, enterprise code 180240752, (hereinafter – the Company) as of 19 November 2019, an extraordinary general meeting of the Company’s shareholders shall be convened on 18 December 2019. The venue of the meeting – a meeting room of the public institution Telšių Apskrities Verslo Inkubatorius in Sedos g. 34A, Telšiai. The start of the meeting – 2:00 p.m. (the shareholders’ registration from 1:00 p.m. till 1:45 p.m., registration place – a meeting room of the public institution Telšių Apskrities Verslo Inkubatorius in Sedos g. 34A, Telšiai). The record day of the meeting– 11 December 2019 (only those persons are entitled to participate and to vote at the general meeting of shareholders who will be the Company’s shareholders at the end of the record day of the general meeting of the Company’s shareholders or their authorised agents, or the persons with whom an agreement on the assignment of the voting right has been concluded). The record day of the rights in rem – 7 January 2020; these rights will be had by the persons who at the end of the tenth working day after the general meeting of shareholders will be the shareholders of the public company ( for the public company). AGENDA OF THE MEETING:

  1. Organisational issues of the  general meeting of shareholders;
  2. Report of the Company’s CEO on essential changes in the companies’ property, rights and duties after the drawing up of the terms of reorganisation till  general meetings of the shareholders;
  3. Regarding approval of the terms of reorganisation of the Company by way of merger by acquiring the company Baltijos Mineralinių Vandenų Kompanija by the Company;

4. Regarding approval of the terms of reorganisation of the Company and of the company Baltijos Mineralinių Vandenų Kompanija; 5. Regarding approval of the new version of the articles of association of the public company ŽEMAITIJOS PIENAS that will carry on its business after the reorganisation. The Company does not provide a possibility to participate and to vote at the meeting by electronic communication means. The shareholders who own shares carrying at least 1/20 of all the votes may suggest supplementing an agenda of the general meeting of shareholders by submitting with each proposed additional issue a draft decision of the general meeting of shareholders, or when there is no need to adopt a decision – an explanation. Proposals to supplement the agenda must be submitted in writing or by e-mail. Written proposals shall be delivered to the Company on business days or sent by registered mail to the Company’s address indicated in the notice. Proposals by e-mail shall be provided by sending them to the e-mail info@zpienas.lt. The agenda shall be supplemented if a proposal is received at least 14 days before the general meeting of the shareholders. If the agenda of the general meeting of shareholders is supplemented, the Company shall notify of the supplementations thereof by the very same means as of the convention of the meeting. The shareholders who own shares carrying at least 1/20 of all the votes may suggest at any time before the general meeting of shareholders or during the meeting new draft decisions on the issues that are included or will be included into the agenda of the meeting. Proposals may be provided in writing or by e-mail. Written proposals shall be delivered to the Company on business days or sent by registered mail to the Company’s address indicated in the notice. Proposals by e-mail shall be provided by sending them to the e-mail info@zpienas.lt. The shareholders have the right to give to the Company questions on issues on the agenda of the meeting in advance. The shareholders may give questions to the Company in writing at least 3 business days before the meeting or send them by registered mail to the Company’s legal office address indicated in the notice. The Company shall answer the given questions by e-mail or in writing before the meeting, except for the questions pertaining to the Company’s commercial (industrial) secret, confidential information or are  those given less than 3 business days before the meeting. By registering to participate at the meeting, the shareholders or their authorised persons must submit a document in evidence of their identity. The shareholder’s proxies must submit powers of attorney issued under the procedure established in legal acts. A power of attorney issued by a natural person shall be attested by a notary. A power of attorney issued in a foreign state shall be with translation into the Lithuanian language and legalised under the procedure established in the laws. A proxy may be authorised by more than one shareholder and vote differently according to instructions given by each shareholder. The Company shall not establish a special form of the power of attorney. A shareholder holding the Company’s shares acquired in his name, however due to interests of other persons, prior to voting at the general meeting of shareholders, shall disclose to the Company the ultimate customer’s identity, the number of shares by which he votes, also the content of the voting instructions given to him or another explanation regarding the participation agreed with the customer and voting at the general meeting of shareholders. By such votes carried by a part of shares the shareholder may vote differently from the votes carried by another part of the shares. The shareholders have and may use other rights granted by the Republic of Lithuania Law on Companies not set out in this notice. We hereby note that the number of vompany shares is 48,375,000 psc. of ordinary registered shares; the nominal share value is EUR 0.29; the total number of voting rights carried by the shares is 48,375,000 psc., the number of shares owned by the Company 3,416,763; shares carrying the voting right – 44,958,237. The shareholder or his proxy may vote in advance by filling a general ballot paper (enclosed as an annex). If the shareholder requests so in writing, no later than 10 days before the meeting the Company shall send a general ballot paper by registered mail or deliver it by hand against receipt. The shareholder or an agent authorised by him must sign the completed general ballot paper and submit documents in evidence of his powers. If a general ballot paper is signed by an agent authorised by the shareholder, a document in evidence of the voting right shall be enclosed to it. it A completed general ballot paper together with enclosed documents (if necessary) shall be submitted to the Company to its legal office address indicated in the notice no later than before the meeting. Draft decisions of the general meeting of shareholders and other information has been published under the procedure established by legal acts. The shareholders will be able to become familiar with draft decisions of the meeting, form of the general ballot paper, other documents under the procedure established by legal acts also at the Company’s legal office in Sedos g. 35, Telšiai or on the Company’s website at https://www.zpienas.lt/lt/investuotojams/esminiai-ivykiai and https://nasdaqbaltic.com/statistics/lt/news .          

             G. Keliauskas Lawyer Tel. + 370 370 444 22208, g.keliauskas@zpienas.lt


Attachments


VAS projekt 20191218_EN.pdf
ZP ir BMVK reorg. terms EN.pdf
ZP Bulleti VAS 2019 12 18_EN.pdf
ZP articles projekt. ENG 2019 11 15 .pdf
ZP direct. notice ZP ENG.pdf