Regarding convocation of Extraordinary General Meeting of Shareholders of company group ALITA ABAlytus, Lithuania, 2012-10-23 16:08 CEST --
On 9 January 2013 the Extraordinary General Meeting of Shareholders of company group ALITA AB, code 302444238, registered at Miškininkų st. 17, Alytus, the Republic of Lithuania (hereinafter, the “Company”) is being convened (hereinafter, the “Meeting”) upon the initiative and decision of Board of the Company.
The place of the Meeting – the premises of the Company located at Miškininkų st. 17, Alytus, the Republic of Lithuania, on the 4th floor, conference hall. The Meeting commences at 10 p.m. (registration starts at 9 a.m. and ends at 10 a.m.).
The Meeting’s accounting day – 2 January 2013. The persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the Meeting.
The Board of the Company initiates and convenes the Meeting, which on 23 October 2012 approved the following agenda of the Meeting:
1. Cover of Company’s losses by shareholders’ contributions.
2. Reduction of the authorised capital of the Company (method: by cancelling shares; purpose: to cancel the losses recorded in the balance sheet of the Company) and approval of the new wording of the Articles of Association of the Company.
The Board of the Company, following part 3 of Article 38 of the Law on Companies of the Republic of Lithuania are providing for the Meeting’s consideration the aforementioned two possible issues of the agenda, after the equity capital of the Company became less than ½ of the authorised share capital, indicated in the Articles of Association.
The Company will not provide the possibility to participate and vote in the Meeting through electronic communication means.
Draft resolutions on agenda issues (when they will be approved by the Company’s Board), documents to be submitted to the Meeting and other information related to the exercising of shareholders’ rights shall be available on the website of the Company http://www.alita.lt/ on the menu item “For investors”. This information shall also be available for the shareholders at the head office of the Company (Miškininkų st. 17, Alytus, the Republic of Lithuania) on business days from 8 a.m. till 3 p.m.
Shareholders holding shares that grant at least 1/20 of all the votes shall have the right of proposing to supplement the agenda of the Meeting by providing the draft resolution on each additionally proposed issue or in case no resolution is required – the relevant explanation. The proposals to supplement the agenda shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days or by sending them to its registered mail address, Miškininkų st. 17, LT–62200 Alytus, Lithuania. The proposals submitted via e-mail shall be sent to vas@alita.lt. The proposals to supplement the agenda with the additional issues shall be submitted till 26 December 2012, 3 p.m. In case the agenda of the Meeting is supplemented the Company will notify it no later than 10 days before the Meeting in the same manner as on convening of the Meeting.
Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting. The proposals shall be submitted in writing or by e-mail.
The proposals shall be presented in writing to the Company on business days till 9 January 2013, 8 a.m. or by sending them to its registered mail address, Miškininkų st. 17, LT–62200 Alytus, Lithuania. The proposals presented in writing shall be discussed during the Meeting provided they have been received at the Company before 8 a.m. on the Meeting’s day (9 January 2013). During the Meeting the written proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting’s agenda and no later than the Meeting starts working on the issues of the agenda.
The proposals submitted via the electronic mail shall be sent to vas@alita.lt. The proposals submitted to this e-mail till 9 January 2013, 8 a.m. will be discussed during the Meeting.
The shareholders shall have the right to present questions related to the issues of the agenda of the Meeting to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting in writing at registered mail address, Miškininkų st. 17, LT–62200 Alytus, Lithuania or via electronic mail to vas@alita.lt. The Company undertakes to respond to the submitted questions via electronic mail till the Meeting’s day, except the questions related to the Company’s commercial (industrial) secret, confidential information.
During the registration to attend the Meeting the shareholders or persons authorized by them shall submit a document which is a proof of his identity. The shareholders’ authorized persons shall submit the power of attorney approved according to the established order. The power of attorney issued by the natural person shall be notarized. Power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner as prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder. The shareholder holding shares of the Company, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the Meeting to the Company the identity of the final customer, the number of shares that are put to voting and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the general meeting of shareholders.
Shareholder shall also have the right to authorize through electronic communication means another person (natural or legal) to participate and vote in the Meeting on shareholder’s behalf. Such authorization shall not be confirmed by the notary public. The power of attorney issued through electronic communication means must be confirmed by the shareholder with 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 means by e-mail vas@alita.lt no later than on the last business day before the Meeting by 3:00 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 e-mail. By submitting the notification to the Company the shareholder shall include the Internet address from which it would be possible to download free of charge software to verify an electronic signature of the shareholder.
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 form of a general ballot paper shall be provided on the Company’s website http://www.alita.lt/ on the menu item “For Investors”, once the draft decisions of the Meeting, being convened are approved. Upon a written shareholder’s request, the Company no later than 10 days before the Meeting will send a general ballot paper by registered mail 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 together with the filled ballot paper shall submit the document confirming the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by its registered mail address, Miškininkų st. 17, LT–62200 Alytus, Lithuania, or by submitting it to the Company. Valid will be dully filled-in ballot papers, received in the Company until the Meeting.
The following information and documents shall be available on the website of the Company http://www.alita.lt/ on the menu item “For Investors”, upon approval of the draft decisions of the Meeting, being convened and for all the period, starting not later, than remaining 21 days until the Meeting:
- notification on convocation of the Meeting;
- 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.
Additional information is provided by the General Director Vaidas Mickus, phone number + 370 315 57243.
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