Convocation of the Extraordinary General Meeting of Shareholders of
Snaigė AB
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
akcininkams@snaige.lt. 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 akcininkams@snaige.lt. 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
akcininkams@snaige.lt. 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
akcininkams@snaige.lt 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;
Managing
Director
Mindaugas
Sologubas Phone
+370 315 56206
- AB Snaige atlygio politika_Remuneration policy
- AB Snaige Istatai_Articles of association
- VAS balsavimo rastu biuletenis_Common
voting_paper_2021_10_15
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