LESTO AB, identification code 302577612, registered office placed at Žvejų str. 14, Vilnius, Republic of Lithuania. The total number of registered ordinary shares issued by company is 603 944 593; ISIN code LT0000128449.
An Ordinary General Meeting of Shareholders of LESTO AB is to be convened on the initiative and by the decision of the Board of company on 3 April 2015.
The date, time and place of the Ordinary General Meeting of Shareholders: The Ordinary General Meeting of Shareholders of LESTO AB will be held on 27 April 2015, at 11.00 a.m., on the premises of LESTO AB (Žvejų str. 14, Vilnius).
The shareholder registration will start at 10.25 a.m. and will end at 10.55 a.m.
The record date of these General Meetings is 20 April 2015. Only persons who are shareholders of LESTO AB at the end of the record date of the General Meeting of Shareholders of company shall have the right to attend and vote at the General Meeting of Shareholders of LESTO AB.
The following agenda of the Ordinary General Meeting of Shareholders of LESTO AB was approved by the decision of the Board of company on 3 April 2015 and the following draft decisions is proposed:
Agenda of the Ordinary General Meeting of Shareholders of LESTO AB:
1. Regarding the approval of the consolidated Annual Report of the group of LESTO AB for the year 2014.
2. Regarding the approval of the consolidated Annual Financial Statements of LESTO AB for the year 2014.
3. Regarding the allocation of the profit (loss) of LESTO AB of the year 2014.
4. Regarding the approval of the new version of the Articles of Association of LESTO AB.
5. Regarding the change of the registered office of LESTO AB.
The proposed drafts decisions of the General Meeting of Shareholders of LESTO AB on the abovementioned agenda items:
1. Regarding the approval of the consolidated Annual Report of the group of LESTO AB for the year 2014:
“1.1. Approve the consolidated Annual Report of the group of LESTO AB for the year 2014 (see attached).”
2. Regarding the approval of the consolidated Annual Financial Statements of LESTO AB for the year 2014:
“2.1. Approve the consolidated Annual Financial Statements of LESTO AB for the year 2014 (see attached) audited by the audit company PricewaterhouseCoopers UAB.”
3. Regarding the allocation of the profit (loss) of LESTO AB of the year 2014.
“3.1. To allocate the profit (loss) of LESTO AB of the year 2014 (see attached).”
4. Regarding the approval of the new version of the Articles of Association of LESTO AB.
“4.1. Approve a new version of the Articles of Association of LESTO AB (attached).
4.2. Authorize the Director General of LESTO AB to sign the amended Articles of Association of LESTO AB and personally or through his authorized persons carry out all actions to implement this decision.”
5. Regarding the change of the registered office of LESTO AB.
„5.1. Change address of the registered office of LESTO AB and to register the new registered office of LESTO AB - Vilniaus m. sav., Vilniaus m., Aguonų g. 26.
5.2. Authorize the Director General of LESTO AB to personally or through his authorized persons carry out all actions to implement this decision.”
On 3rd April 2015 LESTO AB Supervisory board approved the consolidated Annual Report of the group of LESTO AB for the year 2014, the audited consolidated Annual Financial Statements of LESTO AB for the year 2014, the allocation of the profit (loss) of LESTO AB of the year 2014 and decided to give this review to the General Meeting of Shareholders of LESTO AB, which will be held on 27th April 2014.
Shareholders participating in the General Meeting of Shareholders of LESTO AB shall produce an identity document. Shareholders shall be granted pecuniary and non-pecuniary rights provided for by laws and other legal acts of the Republic of Lithuania. Shareholders entitled to participate in the aforementioned shareholder meeting shall have the right to authorise, in writing, a natural or legal person to participate and vote on their behalf at the General Meetings of Shareholders indicated in this notice. Such a written authorisation shall be approved in accordance with the procedure laid down in legal acts and shall be delivered to Žvejų str. 14, Vilnius no later than by the end of shareholder registration for a relevant General Meeting. Shareholders entitled to participate in the General Meeting of Shareholders of LESTO AB shall also have the right to authorise, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the General Meeting of Shareholders. An authorisation issued by electronic means of communication shall be recognised as valid provided that the security of the information transferred is ensured and it is possible to identify the shareholder. Shareholders shall report the issuance of an authorisation by electronic means of communication by sending it by e-mail to info@lesto.lt not later than by the end of the working day on 24 April 2015 (3:15 p.m.). The authorised person shall have an identity document and shall enjoy the same rights at the General Meeting as the shareholder represented by him would enjoy (unless the issued authorisation or laws provide for narrower rights of the authorised person). The shareholder’s right to participate in the General Meeting of Shareholders shall also include the right to ask. LESTO AB has not approved any special authorisation form of the abovementioned General Meeting of Shareholders.
The agenda of the General Meeting of Shareholders of LESTO AB may be supplemented on the initiative of shareholders of company whose shares held in company carry at least 1/20 of all votes at the General Meeting of Shareholders of LESTO AB. The proposal to supplement the agenda of the respective General Meeting of Shareholders shall be accompanied by draft decisions or, where no decisions have to be taken, by explanations on each proposed agenda item of the Ordinary General Meeting of Shareholders. The agenda shall be supplemented if the proposal is received no later than 14 before the respective General Meeting of Shareholders. Shareholders whose shares held in LESTO AB carry at least 1/20 of all votes at the General Meeting of Shareholders of company shall have the right to propose, at any time before the General Meeting of Shareholders of LESTO AB, new draft decisions on issues that are included or will be included in the agendas of the General Meeting of Shareholders of LESTO AB. Proposals on the supplementation of the respective agenda or relevant draft decisions shall be submitted in writing to LESTO AB, Žvejų str. 14, Vilnius, or by e-mail to info@lesto.lt.
Shareholders of LESTO AB shall have the right to present questions related to the agend of the General Meeting of Shareholders of company. Questions may be presented by e-mail to info@lesto.lt or delivered to LESTO AB to Žvejų str. 14, Vilnius, no later than 3 working days before the General Meeting of Shareholders.
Shareholders will be able to vote on the agenda items of the General Meeting of Shareholders of LESTO AB in writing by filling in ballot papers. At the request of a shareholder, LESTO AB shall send, free of charge, a ballot paper to the shareholder by registered post or deliver it by hand against signature no later than 10 days before the General Meeting of Shareholders of LESTO AB. A completed ballot paper shall be signed by the shareholder or a person authorised by the shareholder. Where a person authorised by the shareholder casts a vote, a document certifying the right to vote shall be attached to the completed ballot paper. Filled and signed general ballot paper and the document confirming the voting right can be sent to the company by registered mail or delivered at Žvejų str. 14, Vilnius, no later before the General Meeting of Shareholders. The company retains the right not to recognize the advance vote of the shareholder or his/her authorised representative, if his/her submitted general ballot paper does not meet the requirements of Paragraphs 3 and 4 of Article 30 of the Law on Companies of the Republic of Lithuania, was received to late or is filled so that the true will of the shareholder on an individual matter cannot be determined. Electronic means of communication shall not be used for participation and voting at either of the abovementioned General Meeting of Shareholders.
Shareholders can familiarise themselves with documents related to the agenda of the General Meeting of Shareholders of LESTO AB, draft decisions on the agenda, documents to be submitted to General Meeting of Shareholders and other information related to the implementation of the rights of shareholders specified in this notice on the website of LESTO AB at http://www.lesto.lt from the date of this notice as well as on the premises of LESTO AB (Žvejų str. 14, Vilnius) during working hours (7.30–11.30 a.m. and 12.15–4.30 p.m.; 7.30–11.30 a.m. and 12.15–3.15 p.m. on Fridays).
Information is not confidential.
Representative for Public Relations Martynas Burba, tel. (8~5) 251 4516.
