Correction: Notice on Convocation of Extraordinary General Meeting of Shareholders of AB Klaipėdos nafta
November 17 2023 - 8:30AM
Correction: Notice on Convocation of Extraordinary General Meeting
of Shareholders of AB Klaipėdos nafta
Correction: According to the
17th November 2023 decision of the Board of AB Klaipėdos nafta
(hereinafter – the Company) the amended Corporate Governance Policy
of the Company (enclosed) is provided for the approval to the
Extraordinary General Meeting of Shareholders of the Company which
will be held on 30th November 2023. Part 1 of the Corporate
Governance Policy of the Company was adjusted.
Notice is hereby given that on the initiative
and by the resolution of the Board of AB Klaipėdos nafta, legal
entity code 110648893, with the registered office at Burių str. 19,
Klaipėda (hereinafter - the Company), Extraordinary General Meeting
of Shareholders of the Company will be held on 30th November 2023
at 1:00 p.m. The meeting will be held in the Company’s
administrative premises at J. Janonio str. 6B, Klaipėda (in the
hall of the meeting on the 3nd floor).
Agenda of the meeting:
- Regarding the approval of the amended Articles of
Association of the Company.
- Regarding the approval of the amended Remuneration
policy of the Company.
- Regarding the approval of the amended Corporate
Governance Policy of the Company.
- Regarding the activities of the Audit Committee members
and the Audit Committee of the Company.
The shareholders will be registered from 12:00
p.m. to 12:55 p.m. The persons intending to participate in the
meeting shall have a personal ID document (an authorized
representative shall have an authorization approved under the
established procedure. The natural person’s authorization shall be
notarized. An authorization issued in a foreign state shall be
translated into the Lithuanian language and legalized under the
procedure prescribed by the laws).
A shareholder or his proxy shall have the right
to vote in writing in advance by filling in a general ballot paper.
At the request of the shareholder, the Company shall send a general
ballot paper to the shareholder by registered mail free of charge
at least 10 days before the meeting. The filled-in general ballot
paper and the document attesting the voting right shall be
submitted to the Company no later than until the meeting, sending
by registered mail or providing them at the address of the
registered office of the Company indicated in the notice.
The shareholders who hold shares carrying at
least 1/20 of all the votes may propose additions to the agenda of
the general meeting of shareholders by submitting with every
proposed additional item of the agenda a draft resolution of the
general meeting of shareholders or, when no resolution is required,
an explanation. Proposals on addition to the agenda shall be
submitted in writing or sent by e-mail. Written proposals shall be
submitted to the Company on business days or sent by registered
mail at the address of the registered office of the Company
indicated in the notice. Proposals submitted by e-mail shall be
sent to the following e-mails: info@kn.lt and s.granickiene@kn.lt.
The agenda shall be supplemented if the proposal is received no
later than 14 days before the Extraordinary General Meeting of
Shareholders. If the agenda of the general meeting of shareholders
is supplemented, the Company shall notify on the additions no later
than 10 days before the meeting in the same ways as in the case of
convocation of the meeting.
The shareholders, who hold shares carrying at
least 1/20 of all the votes, at any time before the general meeting
of shareholders or during the meeting, may propose new draft
resolutions on items which are or will be included in the agenda of
the meeting. The proposals may be submitted in writing or sent by
e-mail. Written proposals shall be submitted to the Company on
business days or sent by registered mail at the address of the
registered office of the Company indicated in the notice. Proposals
submitted by e-mail shall be sent to the following e-mails:
info@kn.lt and s.granickiene@kn.lt.
The shareholders shall have the right to submit
to the Company in advance questions relating to the items on the
agenda of the meeting. The shareholders may submit their written
questions to the Company on business days or send by registered
mail at the address of the registered office of the Company
indicated in the notice no later than 3 business days before the
meeting. The Company will reply to the questions by e-mail or in
writing before the meeting, except the questions which are related
to the Company’s commercial (industrial) secret, confidential
information or which have been submitted later than 3 business days
before the meeting.
The Company provides the possibility of voting
at the meeting by submitting to the Company a general ballot paper
signed with a qualified electronic signature no later than 1:00
p.m. on the day of the meeting. The shareholder shall have the
right to authorize through electronic communications means another
person (natural or legal) to participate and vote in the meeting on
behalf of the shareholder. No notarization of such authorization is
required. The shareholder must confirm the proxy issued through
electronic communications means by an electronic signature
developed by a secure signature-creation device and approved by a
qualified certificate effective in the Republic of Lithuania. The
shareholder shall inform the Company on the proxy issued through
electronic communications means to the following e-mails:
info@kn.lt and s.granickiene@kn.lt no later than until the last
business day before the meeting at 1:00 p.m. The proxy and the
notice must be issued in writing. The proxy and the notice to the
Company shall be signed with the electronic signature but not the
letter sent by e-mail. By submitting the notice to the Company, the
shareholder shall include the internet address from which it would
be possible to download software free of charge to verify the
shareholder’s electronic signature.
The record date of the meeting shall be 23
November 2023 (only those persons who will be shareholders of the
Company at the close of the record date of the general meeting of
shareholders or their authorized persons, or persons with whom an
agreement on assignment of the voting right has been executed, may
participate and vote at the general meeting of shareholders).
The shareholders of the Company may familiarise
with the draft resolution of the meeting and the form of the
general ballot paper under the procedure prescribed by the laws in
the administrative premises of the Company at J. Janonio str. 6B,
Klaipėda (tel.: 8 46 391 772), or on the Company’s website at
http://www.kn.lt/.
Enclosed:
- Draft decisions
- Ballot paper
- Articles of Association of the Company
- Remuneration policy of the Company
- Corporate Governance Policy of the Company
Vaidotas Dirmeikis, Acting Chief Financial
Officer, +370 46 391 772.
- 2_Annex No 2_Ballot paper
- 3_Annex No 3_ AoA of the Company
- 1_Annex No 1_Draft decisions
- 4_Annex No 4_ Remuneration Policy of the Company
- 5_Annex No 5_Corporate Governance policy of the Company
(amended)
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