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Zemaitijos Pienas — Proxy Solicitation & Information Statement 2021
Jul 8, 2021
2255_rns_2021-07-08_3cecef91-fb3e-48d5-8240-39faac395eca.pdf
Proxy Solicitation & Information Statement
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Žemaitijos Pienas AB
Legal office: Sedos g. 35, Telšiai, LT-87101
Company code 180240752, VAT payer code LT802407515
Data is collected and stored in the Register of Legal Entities
GENERAL BALLOT PAPER
of the Extraordinary General Meeting of Shareholders of August 2, 2021
Name of the shareholder
Shareholder's personal identification code (code)
Number of shares held
Number of votes held
Date of completion of the ballot paper
Please circle the "FOR" or "AGAINST" option selected in the table:
| Organizational issues of the meeting (insert nominated candidates or add a dash if candidates (part of them) are not nominated) | ||||
|---|---|---|---|---|
| To propose to the Chairman of the Meeting to elect and vote for the nominated candidate: | ||||
| To propose to the Secretary of the Meeting to elect and vote for the nominated candidate: | ||||
| No. | Agenda item | Draft decision | The result of an expression of will | |
| 1. | Regarding the revocation of the members of the Supervisory Board; | To recall the entire Supervisory Board of the Company (all members); | FOR | AGAI NST |
| 2. | Regarding the election of the members of the Supervisory Board; | To elect a new Supervisory Board and to approve its members: | ||
| - Irena Baltrušaitienė; | ||||
| - Gražina Norkevičienė; | ||||
| - Linas Siraštanovas; | FOR | AGAI NST | ||
| 3. | Regarding the selection of the audit company, determination of the terms and conditions of the audit services contract and conclusion of the contract (granting of the authority to conclude the contract); | To evaluate the candidates for auditors selected by the Board of the Company and the conditions for the provision of audit services proposed by them and to determine the audit company that will audit the financial documents (statements) of Žemaitijos Pienas AB for the years 2021 - 2022; | ||
| To authorize the CEO of the Company (with the right to sub-authorize) to sign an audit services agreement; | FOR | AGAI NST |
1 of 3
| 4. | Regarding the reduction of the authorized capital of the Company by canceling 2,000,000 (two million) psc. of shares owned by the Company; | To reduce the authorized capital of the Company by EUR 580,000 (five hundred and eighty thousand) by canceling (part) 2,000,000 (two million) ordinary registered shares held by the Company with a nominal value of EUR 0.29 per share. The purpose of the reduction of the authorized capital is the cancellation of a part of the shares purchased and owned by the Company. The method of reduction of the authorized capital is cancellation of shares (part). Upon cancellation of 2,000,000 pcs. of bought-up shares, the share capital will be EUR 13,448,750 (thirteen million four hundred and forty-eight thousand seven hundred and fifty) euros divided into 46,375,000 (forty-six million three hundred and seventy-five thousand) ordinary registered shares with a value of 0.29 euros per share. | FOR | AGAINST |
|---|---|---|---|---|
| 5. | Regarding the amendment of the Articles of Association of the Company and approval of the new wording of the Articles of Association; | To approve Item 5.1 of the Articles of Association of the Company and to lay it down in a new wording as follows - “5.1. The authorized capital of the COMPANY amounts to 13,448,750 (thirteen million four hundred and forty eight thousand seven hundred and fifty) euros. The authorized capital of the COMPANY is divided into 46,375,000 (forty-six million three hundred and seventy-five thousand) ordinary registered shares, with a nominal value of EUR 0.29 (twenty-nine hundredths) per share.” To authorize the CEO of the company (with the right of sub-delegation) to sign the new version of the Articles of Association; | FOR | AGAINST |
We confirm that the shareholder of Žemaitijos Pienas AB, who has signed this ballot paper, is acquainted in advance with the agenda and draft resolutions of the Extraordinary General Meeting of Shareholders of AB Žemaitijos Pienas specified in this ballot paper, therefore may express his / her will in advance by voting on the agenda of the shareholders' meeting. In view of our written will regarding the issues on the agenda of the Extraordinary General Meeting of Shareholders, it must be considered that the shareholder who signed this ballot paper participated at the Extraordinary General Meeting of Shareholders Žemaitijos Pienas AB held on August 02,2021.
Name, surname, position, signature of the shareholder (his representative):
Name, date, number of the document giving the right to vote (if the ballot paper is signed by a non-shareholder (shareholder's manager)):