By the initiative and decision of the Board of the company the Extraordinary General Meeting of Vilniaus Degtine AB (company code 120057287) to be held on September 15th, 2015 at 13.00 at the company's premises in Paneriu str. 47, Vilnius is convened. Registration of shareholders starts at 12.00.
The shareholders attending the meeting must provide an identification document. The representatives of the shareholders must additionally posses a proxy approved by the procedure prescribed by law.
A shareholder may, by means of electronic communications, authorize a natural or legal person to participate and vote in his name at the General Meeting of Shareholders. Such a power of attorney of the shareholder need not be certified by a notary. The power of attorney issued through electronic communication channels must be confirmed by the shareholder by 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 vd@degtine.lt no later than last business day before the meeting at 4 p.m. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the company shall be signed with the Electronic Signature but not the letters sent via the e-mail. By submitting the notification to the company the shareholder shall include the Internet address from which it would be possible to download the software to verify an Electronics Signature of the shareholder.
The Meeting's accounting day – September 8th, 2015. The persons who are shareholders of the company at the end of accounting day of the General Meeting of Shareholders shall have the right to attend and vote at the General Meeting of Shareholders.
On the Agenda:
1. Revocation of Auditors.
2. Election of the firm of auditors and establishment of terms of remuneration for audit services.
3. Guarantee of fulfilment of obligations of third persons.
4. New edition of the mortgage/pledge of the fixed assets
Offered draft resolutions for the Extraordinary General Meeting:
1. Revocation of Auditors
“Recall the company's firm of auditors UAB ,,Grant Thornton Rimess”.
2. Election of the firm of auditors and establishment of terms of remuneration for audit services.
“1. Elect audit company „KPMG Baltics“ UAB to the position of the auditors of Vilniaus degtinė AB for 2015.
2. Authorise the Company's Managing Director (CEO) to sign service provision agreement with the Company's auditor „KPMG Baltics“ UAB with regard to execution of the audit of Annual Financial Statements 2015, paying for the services the price agreed by the parties.”
3. Guarantee of fulfilment of obligations of third persons.
“According to the fact, that UAB “Belvedere prekyba” guarantees for fulfilment of various obligations of AB “Vilniaus degtinė”, to approve decision of the Board to secure all obligations of UAB “Belvedere prekyba” to AB DNB bank, which arise from 2013-12-23 Overdraft agreement No. 4229-13SKL, with maximum mortgage/pledge of AB “Vilniaus degtinė” fixed assets, which are specified in 2015-08-18 Amendment No. 2 concluded between UAB “Belvedere prekyba” and AB DNB bank.”
4. New edition of the mortgage/pledge of the fixed assets
“According to Amendment of 2008-09-29 Loan Agreement No. K-2400-2008-464, by which are withdrawn mortgage of AB „Vilniaus degtinė“ fixed assets, which are stated in the amendment, and the agreement laid down in new edition. To conclude amendments of registered mortgage/pledge agreements, which correspond to requirements stated in new wording of the loan agreement by setting maximum mortgage/pledge.”
The agenda of the Extraordinary General Meeting of Shareholders may be supplemented by initiative of shareholders who own shares no less than 1/20 of all the votes. Proposals to the agenda of the Extraordinary General Meeting of Shareholders may be submitted by e-mail vd@degtine.lt or delivered to the Company's office at Panerių str. 47, Vilnius, no later than the September 1st, 2015. Please be informed that along with a proposal to supplement the agenda of the Extraordinary General Meeting of Shareholders must be submitted the drafts of proposed decisions, or if the decisions shall not be adopted, explanations on each of the proposed issue.
Shareholders who own shares no less than 1/20 of all votes own the right at any time before the Extraordinary General Meeting of Shareholders or during the meeting in writing (delivering proposals to the company at Panerių str. 47, Vilnius) or by e-mail vd@degtine.lt propose new draft decisions related to the questions included into agenda, additional candidates of the company‘s organs, propose an audit company.
Shareholders own the right to ask the questions concerning the agenda on 15th of September, 2015 of the Extraordinary General Meeting of Shareholders. Questions may be submitted by e-mail vd@degtine.lt or delivered directly to the Company's office at Paneriu str. 47, Vilnius, not later than the September 10th, 2015. The Company may refuse to answer to shareholder's questions if they are concerned to the commercial (industrial) secrets or other confidential information. If it is possible to set the shareholder's identity, the Company shall inform the shareholder on the refusal to provide asked information.
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 shall be announced in the company's website http://www.degtine.lt. no later than 21 days before the Meeting. Upon the shareholder‘s request in writing, the company no later than 10 days before the Meeting shall send a general ballot paper by registered mail free of charge 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 corresponding to the requirements set by the laws. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the company's head office Panerių str. 47, Vilnius, by registered mail or by handing against signature no later than on the last business day before the Meeting.
The following information and documents during the whole period are available on the website of the company http://www.degtine.lt starting no later than 21 days before the Meeting:
- report on the convening of the Meeting;
- the total number of the company's shares and the number of shares with voting rights on the convening day of the Meeting;
- draft resolutions on each agenda issue and other documents to be submitted to the Meeting;
- general ballot paper form.
Authorized to provide additional information – General Manager Juozas Daunys 8 5 233 0819
Juozas Daunys
General Manager
8 5 233 0819