Regarding the convening of the Extraordinary General Meeting of Shareholders of Žemaitijos Pienas AB
On the initiative of shareholders of ŽEMAITIJOS PIENAS AB (registered office address Sedos g. 35, Telšiai, enterprise code 180240752, (hereinafter - the Company), an Extraordinary General Meeting of Shareholders is convened on August 2, 2021 at 14:00.
The meeting will start at 14:00 (start of shareholders' registration from 13:00 to 13:45), Meeting venue - Sedos g. 35, Telšiai (one of the conference halls).
Accounting day of the meeting – 26 July 2021. (only those persons who will be shareholders of the Company at the end of the accounting day of the General Meeting of Shareholders, or persons authorized by them, or persons with whom a contract on transfer of voting rights has been concluded, have the right to participate and vote at the General Meeting of Shareholders).
Accounting day of ownership rights - 16 August 2021. These rights will be vested in the persons who, at the end of the tenth working day after the General Meeting of Shareholders that has adopted the relevant decision, are the shareholders of the public limited company (for the public limited company).
Agenda of the meeting:
- Organizational issues of the General Meeting of Shareholders;
- Regarding the recalling of the members of the Supervisory Board and election of new members of the Supervisory Board;
- Regarding the election of the audit company, determination of the terms and conditions of the audit services agreement and conclusion of the audit services agreement (granting of the authorization to enter into the contract);
- Regarding the reduction of the authorized capital of the Company by cancelling 2,000,000 (two million) psc. of shares owned by the Company. The purpose of the capital reduction is to cancel a part of its own acquired shares;
- Regarding the amendment of the Articles of Association of the Company and approval of the new wording of the Articles of Association;
Žemaitijos Pienas AB informs that shareholders may vote in advance by filling in and submitting to the Company by e-mail at firstname.lastname@example.org, email@example.com a general voting ballot, which must be received by the Company no later than on 02 August 2021, 13.00 min., otherwise (if received later) it will be considered that the shareholders have not voted in advance, i.e. the shareholder's vote shall not be registered or counted. The completed general ballot paper may be transmitted to the company by electronic means, provided that the security of the transmitted information is ensured and the identity of the shareholder can be established.
The Company does not provide the opportunity to participate and vote at the meeting by electronic means.
Shareholders holding at least 1/20 of the total votes may propose to supplement the agenda of the general meeting by submitting a draft resolution of the general meeting with each proposed additional issue or, where there is no need to adopt a resolution, an explanation. Proposals to add to the agenda must be submitted in writing or by e-mail. Proposals shall be delivered in writing to the Company on working days or sent by registered mail to the address of the Company's registered office indicated in the notice. Proposals are submitted by e-mail to the above addresses. The agenda is supplemented if the proposal is received no later than 14 days before the ordinary General Meeting of Shareholders. If the agenda of the General Meeting of Shareholders is supplemented, the Company will announce its additions not later than 10 days prior to the meeting in the same manner as about the convening of the meeting.
Shareholders holding shares giving at least 1/20 of the total votes may at any time before the General Meeting of Shareholders or during the meeting propose new draft resolutions on issues that are or will be included in the agenda of the meeting. Proposals may be submitted in writing or by e-mail. Proposals shall be delivered in writing to the Company on working days or sent by registered mail to the address of the Company's registered office indicated in the notice. Proposals by e-mail are submitted to e-mail firstname.lastname@example.org.
Shareholders have the right to ask the Company questions related to the issues on the agenda of the meeting in advance. The shareholders may submit questions to the Company in writing on working days or send them by registered mail to the address of the Company's registered office specified in the notice, no later than 3 working days prior to the meeting. The Company will answer the submitted questions by e-mail or in writing before the meeting, except for those questions related to the Company's commercial (industrial) secret, confidential information, submitted later than 3 working days before the meeting.
When registering to participate in the meeting, shareholders or their authorized persons must present an identity document. The proxies of the shareholders must submit the powers of attorney issued in accordance with the procedure established by legal acts. A power of attorney issued by a natural person must be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in accordance with the procedure established by law. A proxy may be authorized by more than one shareholder and may vote differently in accordance with the instructions given by each shareholder.
The company does not establish a special form of power of attorney. Before voting at the General Meeting of Shareholders, a shareholder holding shares of the Company acquired in his/her own name but in the interests of other persons must disclose to the Company the identity of the final client, the number of shares to be voted on and the content of voting instructions or other explanation at the shareholders' meeting. A shareholder may vote with the votes attached to such a share of shares differently from the votes granted with another share of shares. Shareholders have and may exercise other rights granted by the Law on Companies of the Republic of Lithuania, which are not provided for in this notice. We note that the number of the company's shares is 48,375,000 ordinary registered shares, the nominal value of a share is EUR 0.29, the total number of voting rights granted by the shares is 48,375,000, the number of shares held by the company is 3,491,501, the number of voting shares is 44,883,499.
A shareholder or his proxy may vote in advance in writing by completing a general ballot paper (attached as an appendix).
If the shareholder so requests in writing, the Company shall, not later than 10 days prior to the meeting, send the general ballot paper by registered mail or deliver it in person for signature. The completed general ballot paper must be signed by the shareholder or his / her authorized person and the documents confirming the authorizations must be submitted. If the general ballot paper is signed by a person authorized by the shareholder, a document confirming the right to vote (represent) must be attached to it. The completed general ballot paper with the attached documents (if necessary) must be submitted to the Company at the address of the Company's registered office indicated in the notice no later than before the meeting. Draft resolutions of the General Meeting of Shareholders and other information shall be published in accordance with the procedure established by legal acts.
The draft resolutions of the meeting, the form of the general voting ballot, other documents, in accordance with the procedure established by law, will be available to the Company's shareholders at the Company's registered office, Sedos g. 35, Telšiai or on the Company's website http://www.zpienas.lt/ or https://nasdaqbaltic.com.
+ 370 687 18399,