Proxy Solicitation & Information Statement • Oct 19, 2023
Proxy Solicitation & Information Statement
Open in ViewerOpens in native device viewer
Shareholder's first name, surname (legal entity name)
……………………………………………...............................................................................................................................
Shareholder's personal ID number (legal entity code)
………………………………………………………
………………………………………………………
………………………………………………………
Number of shares held
……………………………………………...............................................................................................................................
……………………………………………...............................................................................................................................
Number of votes held
Organizational issues of the meeting
To propose to elect the following person as the Chairman of the meeting and to vote "for" the proposed candidate:
To propose to elect the following person as the Secretary of the meeting and to vote "for" the proposed candidate:
To propose to elect the following person as the person responsible for performance of actions provided for in paragraph 2 of Article 22 of the Law of the Republic of Lithuania on Companies and to vote "for" the proposed candidate:
| Matter on the agenda | Draft resolution | |||
|---|---|---|---|---|
| 1. | Item of the Agenda No. 1 – Regarding the approval of the amended Articles of Association of the Company: |
1.1. To amend the Articles of Association of the Company, presenting them as a new wording (enclosed); 1.2. To authorize (with the right to delegate the authority) the Chief Executive Officer of the Company to sign the new wording of the Articles of Association of the Company, to present it for notary approval, to present it for registration with the Registry of Legal Entities and to perform other related actions |
For | Against |
| 2. | Item of the Agenda No. 2 – Regarding the approval of the amended Remuneration policy of the Company: |
2.1. To approve the amended Remuneration Policy of the Company" (enclosed); 2.2. Amended Remuneration Policy of the Company comes into force from the date of Articles of Association of the Company registration in the Registry of Legal Entities. |
For | Against |
| 3. | Item of the Agenda No. 3 – Regarding the approval of the amended Corporate Governance Policy of the Company: |
3.1. To approve the amended Corporate Governance Policy of the Company; 3.2. Amended Corporate Governance Policy of the Company comes into force from the date of Articles of Association of the Company registration in the Registry of Legal Entities. |
For | Against |
| 4. | Item of the Agenda No. 4 – Regarding the activities of the audit committee members and the audit committee of the Company: |
4.1.To establish that the members of the audit committee of the Company Šarūnas Radavičius, Robertas Vyšniauskas and Mantas Šukevičius elected by the decisions of the Supervisory Council of the Company adopted in meetings held on November 24th, 2022, and February 23rd, 2023, will continue to perform their functions (and the contracts concluded with them regarding activities in the audit committee and the established remuneration shall be valid) until the end of the term of office of the Supervisory Council of the Company; |
For | Against |
| 4.2. To establish that the procedure for establishing the audit committee of the Company, the number and composition of its members, the period of membership in the audit committee, the procedure for electing the chairman of the audit committee, the rights and duties of the audit committee, the organization of |
| Regarding any other new draft resolutions, not indicated above, to vote with all the votes held | Against | ||
|---|---|---|---|
| 4.1-4.3 come into force if the new version of the articles of association of the Company is approved at this general meeting of shareholders, which stipulates that the decisions on the composition of the audit committee and the approval of the regulations of the audit committee activities are taken by the general meeting of shareholders, and when these new versions of the articles of association of the Company are registered in the Register of Legal Entities. |
For | ||
| 4.3. To determine that when concluding contracts with the Company members of the audit committee Šarūnas Radavičius, Robertas Vyšniauskas and Mantas Šukevičius, the 2018 resolution of the Supervisory Council of the Company of July 27 decision no. J2-4 approved standard contract regarding the activities of a member of the audit committee of the Company was valid; 4.4. It is established that the decisions provided for in above points |
|||
| meetings, decision-making and other matters of organizing the activities of the audit committee shall be determined by the Supervisory Council of the Company decision of November 24th, 2022 No. J2-9 approved regulations of the audit committee of the Company; |
We hereby confirm that we have familiarized in advance with the agenda of the Extraordinary General Meeting of Shareholders of AB "Klaipėdos nafta" referred to in this Ballot Paper and the draft resolutions contained herein, therefore we may express in advance in writing the will of …………………..............................................................................................................................., as a shareholder of AB "Klaipėdos nafta" in voting on the matters considered at the Extraordinary General Meeting of Shareholders. Having regard to our will expressed in writing on the agenda matters of the Extraordinary General Meeting of Shareholders, it should be considered that …………………......................................................................................................................... participated in the Extraordinary General Meeting of Shareholders of AB "Klaipėdos nafta" held on 30 November 2023.
First name, surname, position of the shareholder (its representative):
Date, title and number of the document entitling to vote (if the ballot paper is signed by anyone other than the head of the shareholder):
_________________________________________________________________________________________________
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.