City Service SE
Notification on material event
Notice on Calling an Extraordinary General Meeting of Shareholders of the Company
Vilnius, Lithuania, 2015-10-15 08:45 CEST --
The Extraordinary General Meeting of Shareholders (hereinafter, the Meeting) of City Service AS, corporate ID code: 12827710, registered address: Narva mnt 5, Tallinn, Harju county, 10117, the Republic of Estonia, which currently is being converted into a European public limited liability company (Societas Europaea, SE) (hereinafter, the Company), is convened by the Management Board.
The date of the Meeting – 6 November 2015, Friday; time – 09:00; place – Gynėjų str. 16, Vilnius, the Republic of Lithuania (Business Center “VERTAS”, the 11th floor). Registration starts at 08:30.
The Supervisory Board determined the following agenda of the Meeting:
Initiation of delisting of shares of the Company from trading on the regulated market AB NASDAQ OMX Vilnius.
Draft resolutions of the Meeting and related documents are attached hereto and also available for examination on the webpage of the Company at www.cityservice.eu. Shareholders can also examine the draft resolutions of the Meeting and related documents during business hours from 09:00 till 12:00 every working day until the Meeting at the following addresses: in Lithuania – the Company’s Vilnius office at Smolensko str. 12, Vilnius, the Republic of Lithuania; in Estonia – the office of the law firm Tark Grunte Sutkiene, Roosikrantsi str. 2, Tallinn, the Republic of Estonia.
The list of shareholders entitled to take part in the Meeting shall be determined as at 23:59 on 30 October 2015.
The shareholders will have to submit the following documents for the registration as participants of the Meeting:
1. Shareholders (natural persons): his/her identity document (passport or ID card).
2. Representatives of shareholders (natural persons): his/her identity document (passport or ID card) and a duly signed written power of attorney issued by the shareholder.
3. Representatives of shareholders (legal persons): in case of representation by law – certified extract (or other similar document) from relevant commercial registry of the country where the legal person is registered providing information on a right of representation and identity document of the representative (passport or ID card); in case of authorized representation – certified extract mentioned above, identity document of the representative (passport or ID card) and a written power of attorney duly issued by the legal representative of the shareholder.
4. Shareholders whose shares are held through the nominee accounts: his/her identity document (passport or ID card) and a duly signed written power of attorney issued by the holder of the nominee account opened with the Estonian central depository for securities indicating the number of shares owned by the shareholder. For the purpose of clarification, please note that:
4.1. Shareholders should contact the intermediary who held the shares of AB “City Service” prior to completion of cross-border merger (also in the case when the shares are accounted in the nominee accounts through the chain of intermediaries (custodians)) for the issuance of the mentioned power of attorney.
4.2. Those shareholders who had not selected intermediaries (custodians) for accounting their shares held in AB “City Service” prior to cross-border merger and whose shares were accounted by the intermediary selected by AB “City Service” (i.e. “Swedbank”, AB), should contact Central Securities Depository of Lithuania for the issuance of the mentioned power of attorney.
Please be informed that shareholders, who are entitled to participate at the Meeting, can authorize by electronic means a natural or legal person to attend and vote on behalf of them at the Meeting. Power of attorney that is digitally signed by the shareholder must be submitted via e-mail to email@example.com not later than by 5 November 2015 (17:00).
The authorized person at the Meeting shall have the same rights as a represented shareholder, unless the authorized person’s rights are limited by the power of attorney or by law. Documents issued in a foreign country must be translated either into English or Lithuanian and legalized in the manner established by the law.
Please be informed that a right to vote in writing (i.e. voting by completing a general ballot paper) on the decisions included in the agenda of the Meeting shall be granted to shareholders provided the new Statutes of the Company, which establish this possibility, are registered with the Estonian Commercial Register until the day of the Meeting. A separate notice about the registered Statutes of the Company shall be made in due course following the completion of conversion of the Company into SE. Provided the person who has completed the general ballot paper is not a shareholder, the completed general ballot paper must be accompanied by a document confirming the right to vote in the name of that shareholder. The duly completed general ballot paper should be sent by e-mail to firstname.lastname@example.org or delivered directly to the Company’s Vilnius office at Smolensko str. 12, Vilnius, the Republic of Lithuania, not later than by 5 November 2015 (17:00). The Company reserves the right not to include the shareholder’s vote, if the general ballot paper does not meet the requirements of paragraphs 5.8 and 5.9 of the Statutes of the Company or if the general ballot paper is written in a way that it is impossible to establish shareholder’s will on a separate issue.
Please be informed that shareholders whose shares represent at least 1/20 of the share capital of the Company may submit to the Company draft resolutions in respect to each item on the agenda in writing or by e-mail to email@example.com by 3 November 2015 (17:00).
Shareholders will have the right to receive information about the activities of the Company at the Meeting. Questions may be submitted before the Meeting by e-mail to firstname.lastname@example.org or delivered directly to the Company’s Vilnius office at Smolensko str. 12, Vilnius, the Republic of Lithuania. Please be informed that the management may refuse to answer to shareholder’s questions if it can significantly damage the interests of the Company.
The total number of the Company’s shares and the number of shares granting voting rights during the Meeting is the same and amounts to 31,610,000. ISIN code of the Company’s shares is EE3100126368.
Additional information is provided by tel.: +370 5 239 4900 and on the website www.cityservice.eu.
Director of Marketing and Communication Department
+ 370 5 239 4900