General meeting of shareholders
Regarding convening of the Ordinary General Meeting of AB Žemaitijos Pienas
At the initiative and by the decision of the Board of AB ŽEMAITIJOS PIENAS (registered office at Sedos st. 35, Telšiai, company number 180240752 (hereinafter referred to as “the Company”)), the Ordinary General Meeting of the Company shall be convened on 9 April 2020 at 3:00 p.m.
The Meeting shall begin at 3:00 p.m. (the shareholders’ registration shall start at 2:00 p.m. and shall last to 2:40 p.m.)
Place of the Meeting – Telšių apskrities verslo inkubatorius PI, conference room at the address: 34A Sedos st., Telšiai).
The Meeting recording day – 02 April 2020 (only those persons who are the shareholders of the Company at the end of the recording day of the General Meeting or their authorized persons, or persons with whom the voting right transfer agreement has been concluded, shall be entitled to participate and vote at the General Meeting).
Property Rights recording day – 24 April 2020. These rights shall be held by persons who at the end of the tenth working day following the General Meeting which has taken the decision shall be shareholders of the public limited company (the public limited company).
Agenda of the Meeting:
- Organizational issues of the General Meeting;
- Presentation of the auditor report and consolidated annual report of the Company of 2019;
- Approval of the consolidated annual financial statements of the Company of 2019;
- Approval of the profit and loss allocation by the Company for 2019;
- Regarding the determination of the budget for the members of the Company collegial bodies for their activities in the Company;
6. Regarding the determination of the conditions and procedure for redemption of own shares;
- Regarding the approval of the remuneration policy of the CEO, the members of the Board and the Supervisory Board of AB Žemaitijos Pienas.
The Company shall not provide the possibility to participate and vote at the Meeting by electronic means.
The shareholders holding at least 1/20 of the voting rights may propose to supplement the agenda of the General Meeting by proposing a draft resolution to each proposed additional issue, or when a decision is not required – an explanation. Proposals to supplement the agenda must be made in writing or by email. Proposals shall be delivered in writing to the Company on business days or sent by registered post to the address of the registered office of the Company specified in the notification. Proposals shall be submitted by e-mail at the address: firstname.lastname@example.org. The agenda shall be supplemented if a proposal is received not later than 14 days before the General Meeting. If the agenda of the General Meeting is supplemented, the Company shall notify of its additions no later than 10 days before the Meeting in the same manner as of the convening of the Meeting.
Shareholders holding at least 1/20 of the voting rights at any time before the General Meeting or during the Meeting may propose new draft resolutions on issues that are or shall be included on the agenda of the Meeting. Proposals may be submitted in writing or by email. Proposals shall be delivered in writing to the Company on business days or sent by registered post to the address of the registered office of the Company specified in the notification. Proposals shall be submitted by email at the address: email@example.com.
The shareholders shall be entitled to ask the Company questions related to the agenda of the Meeting in advance. Questions may be delivered by the shareholders in writing on business days to the Company or by registered post at the registered office of the Company specified in the notification no later than 3 business days before the Meeting. The Company shall respond to the submitted questions by e-mail or in writing before the Meeting, except for questions related to the Company commercial (production) secret, confidential information, or that are submitted later than 3 business days before to the Meeting.
The shareholders or their authorized persons must provide the ID document at the time of registering for the meeting. Persons authorised by the shareholders must submit the power of attorney issued in accordance with the procedure laid down in legislation. 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 in the manner prescribed by law. An attorney may be authorized by more than one shareholder and vote differently in accordance with the instructions given by each shareholder.
The Company does not establish a special form of a power of attorney. The shareholder holding shares of the Company acquired in his / her own name but for the benefit of other persons shall disclose to the Company, before voting at the General Meeting, the identity of the end customer, the number of voting shares and the content of the voting instructions given to him / her or any other explanation regarding the participation agreed with the customer and voting at the General Meeting. The shareholder may give the votes of such part of the shares differently from the votes granted by another part of the shares. The shareholders have and may use other rights provided by the Law on Companies of the Republic of Lithuania, which are not provided in this notification. We note that the number of shares of the Company is 48,375,000 pcs. of ordinary registered shares, par value of each share is EUR 0.29, total number of voting rights granted by the shares is 48,375,000 pcs., the number of shares owned by the Company is 3,416,763 pcs., voting shares amount to 44,958,237 pcs.
The shareholder or his / her attorney may vote in writing in advance by filling in a general ballot paper (attached as an attachment). If requested by the shareholder in writing, the Company shall send the general ballot paper by registered post or deliver it against acknowledgement of receipt no later than 10 days before the Meeting. The general ballot paper filled in must be signed by the shareholder or his / her authorized person and must be accompanied by documents certifying his / her powers. If the general ballot paper is signed by a person authorized by the shareholder, it shall be accompanied by a document certifying the right to vote. The general ballot paper filled in with accompanying documents (if necessary) must be submitted to the Company at the address of the registered office of the Company specified in the notification not later than before the Meeting. Draft resolutions and other information of the General Meeting have been published in accordance with the procedure established by legislation.
The draft resolutions of the Meeting, the form of the general ballot paper, other documents, will also be available to the shareholders of the Company in accordance with the procedure established by laws at the Company seat at Sedos st. 35, Telšiai, or on the Company website http://www.zpienas.lt/ or https://nasdaqbaltic.com.
G. Keliauskas, the Lawyer
+ 370 444 22208, firstname.lastname@example.org