Regarding the convening of the Ordinary General Meeting of Shareholders of AB ŽEMAITIJOS PIENASOn the initiative and by the decision of the Board of AB ŽEMAITIJOS PIENAS (registered office address: Sedos str. 35, Telsiai, company code 180240752, (hereinafter - the Company) an Ordinary General Meeting of Shareholders is convened on April 15, 2022. Place of the meeting – AB ŽEMAITIJOS PIENAS, Sedos str. 35, Telšiai (one of the conference halls). The meeting will begin at 2 p.m. (registration of shareholders from 1:00 p.m. to 1:45 p.m., place of registration – AB ŽEMAITIJOS PIENAS 35 Sedos str., Telšiai (one of the conference halls)). The accounting day of the meeting – April 8, 2022 (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 an agreement on transfer of voting rights has been concluded, have the right to participate and vote at the General Meeting of Shareholders). The accounting day of property rights – May 2, 2022. These rights will be held by the persons who, at the end of the tenth business day after the general meeting of shareholders that has adopted the relevant decision, will be the shareholders of the public limited company (for the public limited company). Agenda of the meeting:
1. Organizational issues of the General Meeting of Shareholders;
2. Presentation of the Auditor’s Report, Consolidated Annual Report of the Company for 2021 and other documents.
3. Approval of the Company’s Annual Consolidated Financial Statement and the Activity Report for 2021
4. Approval of the distribution of the Company’s profit (loss) from 2021
5. Approval of the Company's remuneration report for 2021;
6. Regarding the establishment of the budget for the members of the collegial bodies of the Company for activities in the Company;
7. Regarding the reduction of the authorised capital of the Company by cancelling 4,637,500 (four million, six hundred and thirty-seven thousand, five hundred) units of shares held by the Company under the right of ownership;
8. Regarding the amendment of the Articles of Association of the Company and approval of the new revision of the Articles of Association. AB ŽEMAITIJOS PIENAS informs and requests the shareholders to vote in advance by filling in and submitting to the Company by e-mail the addresses - info@zpienas.lt, a.butkeviciene@zpienas.lt to general voting ballot, which must be received by the Company no later than April 15, 2022 at 1.00 p.m. Otherwise (upon later receipt) the shareholders will be deemed not to have 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 or, where there is no need to adopt a resolution, an explanation with each proposed additional issue. Proposals to supplement the agenda must be submitted in writing or by e-mail. Proposals in writing shall be delivered to the Company on business 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 by sending them to the e-mail addresses indicated above. The agenda shall be 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 supplementations no later than 10 days prior to the meeting in the same manner as the convening of the meeting. Shareholders holding shares giving at least 1/20 of the total votes may at any time before or during the general meeting of shareholders 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 business 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: info@zpienas.lt. 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 business days or send them by registered mail to the address of the Company's registered office specified in the notice, no later than 3 business 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, or are submitted later than 3 business 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 own name but voting 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 regarding the participation and voting agreed with the client at the general meeting of shareholders. A shareholder may vote with the votes granted by such a portion of shares differently from the votes granted by another portion of the 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 46,375,000 ordinary registered shares, the nominal value of a share is EUR 0.29, the total number of voting rights granted by the shares is 46,375,000, the number of shares held by the company is 4,637,500, the number of shares giving the right to vote is 41,737,500. A shareholder or his proxy may vote in advance in writing by completing a general ballot paper (attached as an annex). If a shareholder so requests in writing, the Company shall, not later than 10 days prior to the meeting, send a general ballot paper by registered mail or deliver it in person against signed acknowledgement. The completed general ballot paper must be signed by the shareholder or his 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 have been 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 will be available to the Company's shareholders in accordance with the procedure established by law, at the Company's registered office, Sedos str. 35, Telšiai or on the Company's website at http://www.zpienas.lt/ or https://nasdaqbaltic.com. Arnas Matuzas,
Head of Legal +370 444 22308
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