Notice on Convocation of the ordinary General Meeting of Shareholders of NEO Finance, AB on 30 April 2020
At the initiative and by the decision of the Board of NEO Finance, AB (code 303225546, address A. Vivulskio street 7, Vilnius, Company) the ordinary general meeting of shareholders of the Company is being convened on 30 April 2020, at 10.00 a.m.
The meeting will be held at the Company office, address A. Vivulskio street 7, Vilnius.
The registration of the shareholders begins at 9:30 a.m.
Only those persons who will be shareholders of the Company at the close of the record date of the general meeting of shareholders may participate and vote at the general meeting of shareholders.
The record date of the meeting shall be 23 April 2020.
Taking into account the recommendations of the Ministry of Economics and Innovations of the Republic of Lithuania and of the Bank of Lithuania, all the shareholders shall have a right to participate in the general meeting of shareholders only by a single mean, foreseen in the Law of the Republic of Lithuania on Companies – by filling the General Ballot Paper and providing it in advance to the Company.
Agenda of the Meeting:
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Regarding the approval of consolidated set of annual financial statements of the Company for the period between 01/01/2019 and 31/12/2019.
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Regarding the appointment of the auditor to audit consolidated financial statements of the Company for the financial year which will end in 31/12/2020.
The draft decisions of the General Meeting of Shareholders:
1. Regarding the approval of consolidated set of annual financial statements of the Company for the period between 01/01/2019 and 31/12/2019:
1.1. To approve consolidated set of annual financial statements of the Company for the period between 01/01/2019 and 31/12/2019, audited by UAB Grand Thorton Baltic (certified auditor Genadij Mikušev).
1.2. Not to distribute (accumulate) losses for the financial year which ended 31/12/2019;
1.3. To mandate the Head of Administration the Company or a person authorized by him/her to sign all necessary documents and to perform all necessary actions in order to submit consolidated set of annual financial statements of the Company to the Register of Legal Entities and the Bank of Lithuania.
2. Regarding the appointment of the auditor to audit consolidated financial statements of the Company for the financial year which will end in 31/12/2020:
2.1. To elect the audit company UAB Grand Thorton Baltic, code 30056169, to perform the Company's audit for the financial year which will end in 31 December 2020.
2.2. To mandate the Head of Administration the Company or a person authorized by him/her to sign all necessary documents and to perform all necessary actions in order to conclude an agreement with the selected audit company and to submit the related data to the Bank of Lithuania.
Shareholders of the Company shall have a right to participate and vote at the general meeting of shareholders personally or by power of attorney or represented by the person with whom an agreement on the transfer of voting rights is concluded.
A person attending the general meeting of shareholders and having a voting right must provide a person’s identification document. A person who is not a shareholder must additionally provide a document confirming his/her right to vote at the general meeting of shareholders.
Each shareholder shall have a right in the manner established by the laws to authorise other (natural or legal) person to attend and vote at the general meeting of shareholders on his/her behalf. At the general meeting of shareholders an authorised person shall have the same rights as would be held by the shareholder represented by him/her, unless the authorized person’s rights are limited by the power of attorney or by laws. The authorized person must provide a power of attorney certified in the manner established by laws. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by laws.
The Company does not establish special form of power of attorney.
A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the general ballot paper.
The written ballot paper must be sent in advance by post to the address of the Company's registered office. The ballot paper, which is confirmed with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania, must be sent by e-mail info@paskoluklubas.lt. Form of the general ballot paper to vote in this meeting shall be provided together with publishing the last update to the notice not later than by 10 days prior to the general meeting date. Upon a shareholder’s request, the Company, not later than 10 days before the general meeting, shall send the general ballot paper by registered mail free of charge. The general ballot paper shall also be provided on the Company’s websites at www.paskoluklubas.lt and www.neofinance.com not later than by 10 days prior to the general meeting date The filled-in general ballot paper and the document confirming the voting right (if any) must be submitted to the Company sending by registered mail at the address of the registered office of the Company indicated in the notice and received by the Company not later than on the last business day until the meeting.
The Company is not providing the possibility to attend and vote at the general meeting of shareholders through electronic means of communication.
The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the general meeting of shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the general meeting of shareholders shall be presented. Proposal to supplement the agenda must be presented to the Company sending them by registered mail at the address of the registered office of the Company indicated in the notice. The agenda will be supplemented, if the proposal is received not later than 14 days before the general meeting of shareholders.
Each shareholder holding shares that grant at least 1/20 of all votes at any time before the general meeting of shareholders or during the meeting shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the general meeting of shareholders, as well as the additional candidates to the members of the Management Board of the Company (if elected). The proposed draft decisions must be presented in writing sending them by registered mail at the address of the registered office of the Company indicated in the notice.
The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance. The shareholders shall present the questions not later than 3 business days before the Meeting via the e-mail info@paskoluklubas.lt. The Company undertakes to respond to the submitted questions via the e-mail till the Meeting day, except the questions related to the Company’s commercial secret and confidential information.
The shareholders, who have agreed in advance with the representatives of the Company on the time of acceptance, could get familiarised with the documents possessed by the Company related to the agenda of the meeting, including notification on convocation of the meeting, information about the total number of the Company’s shares and the number of shares granting voting rights during the general meeting of shareholders, draft resolutions, and other documents to be submitted to the general meeting of shareholders as well as to get information regarding execution of the shareholders’ rights at NEO Finance, AB, at the address A. Vivulskio 7, Vilnius.
Head of Administration
Aiva Remeikienė
Email: aiva@neofinance.com
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