On 15 October 2021 the Extraordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the “Company”) is convened (hereinafter, the “Meeting”).
The place of the meeting –at AB “Snaige” office, at the address Kareiviu str. 6, Vilnius, Lithuania.
The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.).
The Meeting’s accounting day – 8 October 2021 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders).
The meeting is initiating and convening by the decision of the Board of the Company.
Drafts of decisions on the agenda of the extraordinary general meeting of shareholders of the Company approved by the Board of the Company:
The agenda question: 1. The election the member of Board (instead of resigned) until the end of the term of office of the current Board;
The draft of the decision: For the term until the end of term of the term off Office of the current Board to elect the candidate who will collect majority of votes under the proposal of company organs and/or persons, who under the Law on Companies of the Republic of Lithuania are granted with a right to propose projects of shareholders meeting decisions.
The agenda question: 2. Election of the audit firm for auditing purposes of financial statements and establishment of terms regarding the payment for audit services;
The draft of the decision: For auditing purposes of financial statements of 2021 and 2022 year to elect the audit firm Grant Thornton Baltic UAB.
To authorize (with the right to delegate) the Managing Director of the Company to sign the agreement with the audit firm by establishing the terms of payment (up to 25000 Eur per year + VAT) for the audit services and other terms.
The agenda question: 3. The approval of the Remuneration Policy;
The draft of the decision: To approve the Remuneration Policy.
The annex: Remuneration Policy of AB “Snaigė“ approved by the Board of the Company and proposing for shareholders.
The agenda question: 4. The amendment of the Articles of association;
The draft of the decision: Pursuant to Article 372 p. 1 p. 3 of the Law on Companies of the Republic of Lithuania to supplement the Articles of Association of AB Snaigė with criteria according to which it is determined that the transaction has a significant impact on the company, its finances, assets, liabilities and taking into account the decision to approve the remuneration policy made at this meeting to change article 6.3 of the Articles of Association and approve the amended Articles of Association.
New wording of article 6.3 of the Company's Articles of Association:
“6.3 The General Meeting of Shareholders shall elect and remove the Board of the Company in compliance with the procedure prescribed by the Law on Companies.
The Board of the Company shall have the right to adopt a decision on issuing debentures.
The Board is authorized to establish committees provided in valid legal acts of Lithuanian Republic and other committees necessary for the activity of the Company, to appoint Board members or other persons to these committees and to approve regulations of such committees.
The Board carries supervision functions (indicated in article 34 p. 11 of the Law on Companies of the Republic).
The Board make resolutions regarding transactions with related parties, as provided by Law on Companies, where these transactions have a significant impact on the company, its finances, assets and liabilities. Transactions with related parties shall be considered to have a significant impact on the company, its finances, assets and liabilities, if the total value (the total value of one transaction or the total value of continuous transactions within one calendar year) of such a transaction exceeds 1/4 of the company’s authorized capital;
The Board’s powers with regard to other matters shall conform to the powers stipulated in the Law on Companies.
Board members must keep the Company’s trade secrets, confidential information that they learned while being board members.
The working procedure of the Board shall be laid down in the rules of procedure of the Board.”
To authorize the manager of the company to sign changed Articles of association.
The annex: The wording of the articles of association with changed p. 6.3.
Draft resolutions on agenda issues, documents be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights are available on the website of the Company www.snaige.lt on menu item “For investors”. This information will be also available for the shareholders at the head office of the Company (Pramonės street 6, Alytus) on business days from 9:00 am. till 16:00 pm. (on Fridays till 14:00), tel. +370 315 56206.
Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the explanation. The proposals to supplement the agenda shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. The proposals submitted via the e-mail shall be sent by e-mail firstname.lastname@example.org. The proposals to supplement the agenda with the additional issues shall be submitted till 30 September 2021, 4:00 p.m. In case the agenda of the Meeting is supplemented the Company will report on it no later than 10 days before the Meeting in the same ways as on convening of the Meeting.
Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting. The proposals shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days till 14 October 2021, 2 p.m. or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda. The proposals submitted via the electronic mail shall be sent on email@example.com. The proposals submitted on this e-mail till 14 October 2021, 2:00 p.m. will be discussed during the Meeting.
The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting via the electronic mail on firstname.lastname@example.org. The Company undertakes to respond to the submitted questions via the electronic mail till the Meeting day, except the questions related to the Company’s commercial secret and confidential information.
During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder. The shareholder holding shares of the Company, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Company the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders.
Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder's behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail email@example.com no later than the last business day before the meeting at 2:00 p.m.
Each shareholder or representative thereof shall have the right to cast his/her vote in advance in writing by filling in a general ballot paper. The general ballot paper form is on the Company's website www.snaige.lt on menu item “For Investors”. Upon the written shareholder‘s request, the Company no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature. The general ballot paper filled shall be signed by the shareholder or his/her representative. In case the ballot paper is signed by the shareholder's authorized representative, such person along with the filled ballot paper shall submit the document to confirm the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175, Alytus, Lithuania, or by submitting it to the Company. Validated will be dully filled-in ballot papers, received until the meeting.
If on the day of the meeting will be restrictions on people's meetings due to Covid-19 disease, the quarantine announced in the territory of the Republic, the meeting will not take place on meeting place but the Company's shareholders will be invited to participate in the Extraordinary General meeting and vote on the agenda items in writing, by filling voting ballot in advance and submitting to the Company.
The following information and documents are available on the website of the Company www.snaige.lt on menu item “For Investors”:
- The notification on the convening of the Meeting, draft resolutions on each agenda issue;
- The total number of the Company’s shares and the number of shares with voting rights on the convening day of the Meeting;
- General ballot paper form;
Phone +370 315 56206