General meeting of shareholders
Convocation of Snaigė AB extraordinary General Meeting of Shareholders
The extraordinary General Meeting of Shareholders of Snaigė AB (hereinafter, the “Meeting”), the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the “Company”) is convened on 7 July 2020.
The place of the meeting –at AB “Snaige” office, at the address Kareiviu str. 6, Vilnius, Lithuania.
The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.).
The Meeting’s accounting day – 29 June 2020 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders).
The Board of directors of the Company initiates and convenes the meeting.
Agenda of the Meeting:
1. For the amendment shareholders decision made on 1 October 2018 and the reduction of AB Snaigė authorized capital;
The Decision of District Court of Vilnius city came into force by which the complaint of AB Snaigė was satisfied and the notary was obligated to perform notarial acts specified in the Company’s application for implementation of 1 October 2018 decision of extraordinary shareholders meeting by which the Company was implementing the decision of the director of the Supervision Service of the Bank of Lithuania, No. 241-19 dated 29 January 2018, that is to restore the revaluation reserve by reducing the authorized capital of the Company.Taking into account the changes in the authorized capital of the Company that occurred in year 2019 and the fact that currently the authorized capital and nominal value of one share of the Company does not correspond to the authorized capital and nominal value of share, indicated in the shareholder’s decision of 1 October 2018, it is necessary to make new decision to reduce the authorized capital by EUR 3,566,015.55 by reducing the nominal value of the previously issued shares by EUR 0.09. This change of authorized capital does not affect the Company's financial results or solvency.
The Company shall not provide the possibility to participate and vote in the Meeting through electronic communication channels.
Draft resolutions on agenda issues, documents be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights are available on the website of the Company www.snaige.lt on menu item “For investors”. This information will be also available for the shareholders at the head office of the Company (Pramonės street 6, Alytus) on business days from 9:00 am. till 16:00 pm. (on Fridays till 14:00), tel. +370 315 56206.
Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the explanation. The proposals to supplement the agenda shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. The proposals submitted via the e-mail shall be sent on email@example.com. The proposals to supplement the agenda with the additional issues shall be submitted till the 22 June 2020, 4:00 p.m. In case the agenda of the Meeting is supplemented the Company will report on it no later than 10 days before the Meeting in the same ways as on convening of the Meeting.
Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting, audit firms for auditing purposes of financial statements. The proposals shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days till 3 July 2020, 2 p.m. or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda. The proposals submitted via the electronic mail shall be sent on firstname.lastname@example.org. The proposals submitted on this e-mail till 3 July 2020, 2:00 p.m. will be discussed during the Meeting.
The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting via the electronic mail on email@example.com. The Company undertakes to respond to the submitted questions via the electronic mail till the Meeting day, except the questions related to the Company’s commercial secret and confidential information.
During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder. The shareholder holding shares of the Bank, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Company the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders.
Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder's behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail firstname.lastname@example.org no later than the last business day before the meeting at 2:00 p.m. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the Company shall be signed with the Electronic Signature but not the letters sent via the e-mail. By submitting the notification to the Company the shareholder shall include the Internet address from which it would be possible to download free of charge software to verify an Electronic Signature of the shareholder.
Each shareholder or representative thereof shall have the right to cast his/her vote in advance in writing by filling in a general ballot paper. The general ballot paper form is on the Company's website www.snaige.lt on menu item “For Investors”. Upon the written shareholder‘s request, the Company no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature. The general ballot paper filled shall be signed by the shareholder or his/her representative. In case the ballot paper is signed by the shareholder's authorized representative, such person along with the filled ballot paper shall submit the document to confirm the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175, Alytus, Lithuania, or by submitting it to the Company. Validated will be dully filled-in ballot papers, received until the meeting.
The following information and documents are available on the website of the Company www.snaige.lt on menu item “For Investors”:
- report on the convening of the Meeting;
- the total number of the Company’s shares and the number of shares with voting rights on the convening day of the Meeting;
- draft resolutions on each agenda issue and other documents to be submitted to the Meeting;
- general ballot paper form.
Draft resolutions of the General Meeting of Shareholders and general ballot paper form are attached.