Regarding the Convening of the Extraordinary General Meeting of Shareholders of the Company
ŽEMAITIJOS PIENAS, AB (registered office Sedos g. 35, Telšiai, company code 180240752, (hereinafter – the Company) under the initiative and decision of the Board, is convening an Extraordinary General Meeting of the Shareholders of the Company on the 25th of July, 2023.
The place of the meeting – ŽEMAITIJOS PIENAS, AB, Sedos str. 35, Telšiai (one of the conference halls).
The beginning of the meeting – 2 P.M. (registration of shareholders from 1 P.M. to 1:45 P.M., place of registration – ŽEMAITIJOS PIENAS, AB, Sedos str. 35, Telšiai (one of the conference halls).
The record day of the meeting – 18th of July, 2023 (only the persons, who shall remain the shareholders of the Company until the end of the record day of the General Meeting of Shareholders or the representatives authorised by them, or persons, with whom the transfer of the voting right agreement has been concluded, shall have the right to participate and vote at the General Meeting of Shareholders).
Agenda of the meeting:
- The organisational matters of the General Meeting of Shareholders;
- Election of firm of auditors and establishment of the terms of remuneration for audit services;
- Regarding the change of the registration address of Vilnius branch of ŽEMAITIJOS PIENAS, AB;
- Regarding the amendment of the Articles of Association of ŽEMAITIJOS PIENAS, AB and approval of the new wording of the Articles of Association.
The Company does not provide the possibility to participate and vote in the meeting by means of electronic communication.
Shareholders holding shares of at least 1/20 of all votes may propose to supplement the agenda of the General Meeting of Shareholders by submitting a draft resolution of the General Meeting of Shareholders with each proposed additional issue or, in case the decision should not be made, an explanation. Proposals to supplement the agenda must be submitted in writing or by e-mail. The written proposals are submitted to the Company on business days or sent by registered mail to the address of the Company’s registered office indicated in the notice. E-mail proposals are submitted by sending them by e- mail at info@zpienas.lt. The agenda is supplemented, if the proposal is received no later than 14 days before the General Meeting of Shareholders. If the agenda of the General Meeting of the Shareholders is to be supplemented, the Company shall notify about such supplements no later than 10 days before the meeting in the same means of communication as it were used for the notification of the convening of the meeting.
Shareholders holding shares of at least 1/20 of all votes may, at any time before the General Meeting of Shareholders or during the meeting, propose new draft resolutions on matters that are or will be included on the agenda of the meeting. The proposals may be submitted in writing or by e-mail. The written proposals are submitted to the Company on business days or sent by registered mail to the address of the Company’s registered office indicated in the notice. E-mail proposals are submitted by sending them by e- mail at info@zpienas.lt.
The shareholders hold the right to submit the questions to Company, which related to the matters of the agenda of the meeting in advance. The questions should be submitted to the Company on business days or sent by registered mail to the address of the Company’s registered office indicated in the notice no later than 3 business days before the meeting. The Company shall provide the answers for submitted questions by email or in writing until the beginning of the meeting, except for those questions, which are related with business (industrial) secret, confidential information or the questions, which were submitted later than 3 business days before the meeting.
Shareholders or their authorised persons must present a document confirming their identity when registering to attend a meeting. The authorised persons of the shareholders must submit the powers of attorney issued in the procedure laid down in legislation. The power of attorney issued by a natural person must be certified by a notary. The power of attorney issued in foreign countries must have a translation to Lithuanian language and must be legalised in the procedure laid down in legislation. The attorney may be authorised by several shareholders and vote differently in accordance with the instructions given by individual shareholder.
The Company has not established a specific form for the power of attorney. A shareholder holding shares of the Company acquired in his own name but on behalf of the interests of other persons must reveal the identity of the end client to the Company as well as the number of shares by which it is to be voted and the content of the voting instructions given to him or any other explanation regarding the participation and voting at the General Meeting of Shareholders agreed with the client before voting at General Meeting of Shareholders. A shareholder may cast votes granted by such votes of part of the shares in a manner different from the votes granted by other part of the shares. Shareholders have and can use any other rights granted by the Law on Companies of the Republic of Lithuania, which are not stipulated in this notification. We hereby note that the number of shares of the Company is 41 737 500 of ordinary registered shares, the nominal value of the share is EUR 0,29, the total amount of the voting rights granted by the shares is 41 737 500, the number of shares held by the Company is 220 020, the number of shares granting the voting right is 41 515 480.
A shareholder or his attorney may vote in advance in writing, by filling in the general ballot paper (attached as the annex). Provided that the shareholder requests in writing, the Company sends the general ballot paper via registered mail or delivers it by hand against receipt no later than 10 days before the meeting. A shareholder or his authorised person must sign the filled in general ballot paper and submit the documents confirming the powers. In case the general ballot paper is signed by the authorised person of the shareholder, a document confirming his right to vote must be attached to it. The filled in general ballot paper with attached documents (if necessary) must be submitted to the Company to the registered address of the Company indicated in the notification no later than the day of the meeting. The draft decisions of the General Meeting of the Shareholder as well as any other information has been published in the procedure laid down in legislation.
The shareholders of the Company will be able to familiarise with the draft decisions of the meeting, the form of the general ballot paper and other documents in the procedure laid down in legislation in the registered office of the Company at the address: Sedos g. 35, Telšiai, or on the website of the Company http://www.zpienas.lt/ arba https://nasdaqbaltic.com.
Arnas Matuzas
Head of Legal
e-mail: a.matuzas@zpienas.lt
Attachments
