Regarding the Convening of the Extraordinary General Meeting of Shareholders of the Company
July 04 2023 - 9:10AM
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
- EGMS_draft decisions
- General voting bulletin
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