Notice of the convening of the Ordinary General Meeting of
Shareholders of Vilkyskiu pienine AB
By the initiative and decision of the Vilkyskiu
pienine AB (company code 277160980) Board, the Ordinary General
Meeting of Shareholders of Vilkyskiu pienine AB is convened at the
office of Vilkyskiu pienine AB (P. Lukošaičio str. 14, Vilkyškiai,
LT-99254 Pagėgių sav.) on 28 April 2023 at 1 p.m.
Shareholders' registration starts from 12 p.m.
until 12.50 p.m.
THE AGENDA FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS:
- Approval
of Company's Consolidated annual report for the year 2022.
- Independent
Auditor‘s Report regarding the Company’s consolidated and separated
financial Statements for 2022.
- Approval of
Company's separated and consolidated financial statement for the
year 2022.
- Net Profit (loss) appropriation for the year
2022.
- Approval of the Remuneration Report of the Company for
2022 which is part of the Annual Report.
-
Election of the Company's Audit firm, that will perform the audit
of the Company for the years 2023-2025 and setting the conditions
of payment.
-
Forming the Company’s Supervisory Board.
-
Approval of the new version of the Company’s Articles of
association.
- Election of the
members of Supervisory board.
- Election of the
member of Audit Committee.
- Approval of the new
version of the Remuneration policy.
The Company shall not provide the possibility
for shareholders to participate, vote and give the mandate to
represent them in the General Meeting of Shareholders through
electronic communication channels.
The account date of the Ordinary General
Meeting of Shareholders is 21 April 2023. In General Meeting of
the shareholders have the rights to participate and vote persons
who were company's shareholders at the end of accounting date of
shareholders meeting personally or their authorized persons, or
persons with whom voting rights transferring contract is
signed.
The rights accounting day is 15 May
2023. Property rights are possessed by persons who are
shareholders at the end of the 10th working day after the
shareholders' meeting that issued appropriate decision.
Ex-Date, the date since which Vilkyškių
pieninė AB shares (VLP1L, ISIN kodas LT0000127508) bought via stock
exchange with settlement cycle T+2 do not provide the right to
dividends for year 2020, is 12 May 2023.
Draft decisions for the Ordinary General Meeting
of Shareholders of Vilkyskiu pienine AB, proposed by the Board of
the Company on 7 April, 2023:
1) Approval of Company's Consolidated annual
report for the year 2022.
Draft decision:To approve the Consolidated
annual Report of the Company for the year 2022.
2) Independent Auditor‘s Report regarding the
Company’s consolidated and separated financial Statements for
2022.
Draft decision:Heard.
3) Approval of Company's separated and
consolidated financial statement for the year 2022.
Draft decision:To approve of Company's separated
and consolidated financial statements for the year 2021.
4) Net Profit (loss) appropriation for the year 2022.
Draft decision:To approve the audited net profit
(loss) allocation under IFRS for the year 2022 (attached).
5) Approval of the Remuneration Report of the Company for
2022 which is part of the Annual Report.
Draft decision:To approve the Remuneration
Report of the Company for 2022.
6) Election of the Company's Audit firm, that will perform
the audit of the Company for the years 2023-2025 and setting the
conditions of payment.
Draft decision:
1. To elect the Company’s Audit firm, that will
perform the audit of the Company for the years 2023-2025 during the
general meeting of shareholders
2. To authorize the CEO of Vilkyškių pieninė AB
to sign a contract with Audit firm, that will perform the audit for
the years 2023-2025.
7) Forming the Company’s Supervisory Board.
Draft decision:To form the Company’s Supervisory
board consisting of 3 (three) members elected for a period of 4
(fours) years.
8) Approval of the new version of the Company’s Articles of
association.
Draft decision:
1. To change the Company's articles of
association and present them in a new version (attached).
2. To authorize (with the right to re-authorize)
the General Director of the Company to sign the amended Articles of
Association (new version of the Articles of Association) and to
register them in the Register of Legal Entities and to perform all
other related actions.
9) Election of the members of Supervisory board.
Draft decision:
1. It is offered to elect Supervisory board
members for a period of 4 (four) years.
1.1. Algimantas Lekevičius (independent
member).
1.2. Marijana Juškienė (independent member).
1.3. Martynas Bertašius (independent
member).
2. To establish that the elected Supervisory
Board of the Company begins its activities from the date of
registration of the changed Articles of Association of the Company
in the Register of Legal Entities.
3. To determine that the members of the
supervisory board will be remunerated for their activities in the
supervisory board as stipulated in the Remuneration Policy of AB
Vilkyškių pieninė group of companies.
4. To authorize the General Director of the
Company to sign contracts with the members of the supervisory board
regarding the activities of the members of the supervisory board in
the supervisory board.
10) Election of the member of Audit Committee.
Draft decision:
To elect Sigita Montvilaitė as a member of Audit
Committee until the end of the term of the Audit Committee.
11) Approval of the new version of the Renumeration
policy.
Draft decision:
To approve the Company's new Remuneration Policy
(attached).
The agenda of the Ordinary General Meeting of
Shareholders may be supplemented by initiative of shareholders
who own shares carrying not less than 1/20 of all the votes.
Proposals to the agenda of the Ordinary General Meeting of
Shareholders may be submitted not later than on the 14 April
2023. Along with a proposal to supplement the agenda of the
Ordinary General Meeting of Shareholders it is required to submit
the drafts of proposed decisions or, if decisions shall not be
adopted, explanations on each of the proposed issues
Shareholders who own shares carrying not less
than 1/20 of all votes own the right at any time before the
Ordinary General Meeting of Shareholders or during the meeting have
the right to propose new draft resolutions regarding the items
included or ones that will be included in the meeting agenda. Draft
resolutions shall be submitted in writing by sending them via a
registered mail at the above-specified head-office address of the
Company or by e-mail info@vilvi.eu.
The shareholders shall have the right to
present questions related to the 28 April 2023 Ordinary General
Meeting of Shareholders agenda issues to the Company in
writing by e-mail info@vilvi.eu or at the head-office address
P. Lukošaičio str. 14, Vilkyškiai, LT-99254 Pagėgių sav. The
Company undertakes to respond if the questions are received not
later than 3 working days before the General Meeting of
Shareholders.
Shareholders who participate in General Meeting
must submit an identity document, the authorized person – an
identity document and the letter of attorney in accordance with the
procedure laid down by the law, which shall be delivered to the
Headquarters no later than by the close of registration for the
General Meeting of Shareholders. The authorized person shall have
the same rights at the General Meeting of Shareholders as the
shareholder he/she represents. The form of a power of attorney for
representation at the General Meeting of Shareholders is attached
in annexes.
On decisions, which are included into Ordinary
General Meeting of Shareholders agenda, can be voted in writing by
completing the general bulletin. On shareholder's request, send the
general bulletin by registered mail free of charge or by hand
against receipt. The filled in general bulletin must be signed by
shareholders' or a person authorized by him. The vote of the
shareholders' authorized person voting particulars must be added
the right to vote in a document. The duly completed general ballot
paper shall be submitted to the Company by registered mail or
delivered against signature at the Headquarters not later than the
close of shareholder registration for the General Meeting of
Shareholders. The form of the general ballot paper is available on
the Company's website at www.vilvigroup.eu and is attached in
annexes.
Shareholders can get acquainted with the
company‘s documents related to the agenda of shareholders meeting
at the company's office located P.Lukošaičio str. 14, Vilkyškiai,
LT-99254 Pagėgių sav., or on the webpage of the company
(https://vilvigroup.lt/).
Annexes:
1. Consolidated and separate financial
statements of Vilkyškių pieninė AB for 2022, consolidated annual
report (including social responsibility report, renumeration report
and governance report), confirmation of responsible persons,
independent auditor's report;2. The audited net profit (loss)
allocation under IFRS for the year 2022;3. The Remuneration policy
of Vilkyškių pieninė AB;4. The articles of association of Vilkyškių
Pieninė AB;5. Form of the power of attorney of AB Vilkyškių
pieninė;6. Voting bulletin of the ordinary general meeting of
shareholders.
Additional information authorized to provide
Economics and Finance director Vilija Milaseviciute, phone +370 441
55102, vilija.milaseviciute@vilvi.eu
- VILVI GROUP IFRS-2022-12-31-en
- Annex 2. Allocation of profit 2022
- Annex 3. Remuneration policy
- Annex 4. Articles of association
- Annex 5. Power of attorney
- Annex 6. Voting ballot
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