AB "Rokiskio suris", Pramones str.3, Rokiskis, Lithuania, 2015-08-11 07:14 CEST (GLOBE NEWSWIRE) -- Upon initiative and resolution of the Board of Directors, on August 21st, 2015 it shall be summoned the extraordinary meeting of shareholders which will take place in the company’s head office (Pramonės str. 3, Rokiskis. The company code: 173057512).
Registration starts at 11 am and lasts until 11.45am.
The general meeting’s accounting day – 14th August 2015.
The 7th August 2015 Board of Directors approved a resolution to supplement of agenda of the Extraordinary General Meeting of Shareholders to be held on August 21, 2015, and provided the following draft resolution.
Agenda of the Extraordinary General Meeting of Shareholders is supplemented by the following item:
- Approval of the procedure for providing loans by the Company.
Supplemented Agenda:
- Recall of the Company’s Board of Directors.
- Election of the Company’s Board of Directors.
- Regarding purchase of the Company’s shares.
- Approval of the procedure for providing loans by the Company.
Draft resolutions prepared by the Board of Directors of AB Rokiskio suris
- Recall of the Company’s Board of Directors.
Draft resolution:
To recall all members of the Company’s Board of Directors.
- Election of the Company’s Board of Directors.
Draft resolution:
The following new members of the Board of Director of AB Rokiškio sūris shall be elected: Antanas Kavaliauskas (CFO, AB Rokiškio sūris), Darius Norkus (Sales and Marketing Director, AB Rokiškio sūris), Antanas Trumpa (CEO, AB Rokiškio sūris), Dalius Trumpa (Director, UAB Rokiškio pienas), Ramūnas Vanagas (Development Director, AB Rokiškio sūris).
- Regarding purchase of the Company’s shares
AB Rokiškio sūris have accumulated a reserve for treasury shares amounting to kEUR 11,668.
Draft resolution:
1. The Company shall acquire the company’s shares whose total nominal value including the shares already kept in the company’s own treasury shall not exceed 1/10 of the Authorized Capital.
2. Purpose of acquisition of own shares – maintain and increase the price of the company’s shares.
3. Period during which the company may purchase own shares - 18 months from the approval of resolution.
4. Maximal purchase price per share shall be settled at 10 per cent higher from the market price of the company’s shares on the date when the resolution to start purchasing own shares is adopted by the Board of Directors, and the minimal purchase price per share shall be settled at 10 per cent lower from the market price of the company’s shares on the date when the resolution to start purchasing own shares is adopted by the Board of Directors,
5. Minimal sales price per share of the treasury shares is equal to the price of acquired shares. When selling treasury shares it should be established equal opportunities for all shareholders to acquire the company’s shares.
6. The acquired treasury shares can be cancelled.
7. To authorize the Board of Directors to organize purchase and sales of the treasury shares, establish an order for purchase and sales of the own shares, as well as their price and number, and also complete all other related actions pursuing provisions of the resolution and requirements of the Law on Public Limited Liability Companies.
4. Approval of the procedure for providing loans by the Company.
Draft resolution:
In order to secure the Company’s steady operations and implement other objectives, it shall be settled that the Company may provide loans to the following persons:
- suppliers of raw milk in order to secure steady supply of raw milk and/or improve or maintain good relationship with major raw milk suppliers;
- buyers of production in order to maintain good relationship with long-time buyers of production;
- other legal and/or natural persons related with the Company’s performance.
It shall be settled that the interest rate established by the Company for the loans provided to the above persons shall not be lower than the total interest rate received by the Company from other credit entities.
The extraordinary meeting of shareholders may be attended and voted by the persons who were shareholders at the end of the meeting accounting date (14th August 2015) or other persons authorized by actual shareholders, or the persons with whom the voting transference agreement was made.
Participants of the general meeting of shareholders with the voting right should have a document proving their identity. The person, who is not a shareholder, in addition should present a document proving his/her right to vote on the general meeting of shareholders.
Each shareholder shall have a right, in the manner established by the Law, to authorise another (natural or legal) person on his/her behalf to attend and vote at the General Meeting of Shareholders. The authorised person must provide a power of attorney certified in the manner established by the Law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by the Law. At the General Meeting of Shareholders, an authorised person shall have the same rights as would be held by the shareholder represented by him/her. The Company does not establish special form of power of attorney. The right of shareholder to participate at the general meeting of shareholders also means the right to question.
A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the General Voting Ballot. The General Voting Ballot shall be placed on the company’s website not later than 21 day before the General meeting http://www.rokiskio.com at the heading “Investor Relations”. Upon a shareholder's request, the Company, not later than 10 days before the General Meeting, shall send the General Voting Ballot by registered mail free of charge. The filled in General Voting Ballot and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the General Meeting of Shareholders by sending it by registered mail to AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150. The Company keeps the right to not account a shareholder’s General Voting Ballot if the General Voting Ballot does not comply with the requirement set by the Law on Joint Stock Companies Article 30 parts 3 and 4, or the ballot is filled misleadingly and it is impossible to read the shareholder’s will for one or another item.
The Company is not providing the possibility to attend and vote at the General Meeting of Shareholders through electronic means of communication.
Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the General Meeting of Shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the General Meeting of Shareholders shall be presented. Proposal to supplement the agenda must be presented in writing by sending it by registered mail to AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150, Lithuania, or by e-mail rokiskio.suris@rokiskio.com. The agenda will be supplemented if the proposal is received not later than 14 days before the General Meeting of Shareholders.
Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included in the agenda of the General Meeting of Shareholders, as well as to nominate additional candidates to the company’s management bodies. The proposed draft decisions must be presented in writing by sending them by registered mail to AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150, Lithuania, or by e-mail rokiskio.suris@rokiskio.com. The shareholders shall also be entitled to propose draft resolutions on the agenda issues of the General Meeting of Shareholders during the Meeting.
The shareholders shall have the right to present questions related to the agenda issues of the General Meeting of Shareholders to the Company in advance in writing, by providing the shareholder's personal identification. The Company undertakes to respond if the questions are received not later than 3 business days before the General Meeting of Shareholders. The Company will not respond personally to the shareholder if the respective information is posted on the Company's website.
The Company may refuse to respond to the questions of a shareholder if they are related with the commercial (manufacturing) secret, confidential information, then the shareholder will be informed unless the identity of questioner cannot be identified. The provision shall not be applied when a shareholder or a group of shareholders possessing over ½ of shares present to the company a determined written obligation not to disclose the commercial (manufacturing) secret, confidential information. In this is a case, each shareholder will receive responds to their questions personally.
The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, and other documents to be submitted to the General Meeting of Shareholders as well as to get information regarding execution of the shareholders' rights at the headquarters of AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150, Lithuania, or on the company’s website www.rokiskio.com under the heading ‘Investor Relations'.
As of the day of general meeting of shareholders, 21st August 2015, the total number of shares is 35,867,970 ordinary registered shares. Nominal value of the shares is 0.29 EUR each.
ISIN of the Company’s shares is LT000100372.
Number of the shares with voting right – 35,065,876.
The Company has purchased 802,094 treasury shares.
Dalius Trumpa
Board Chairman
+370 458 55200
