Notice of the convening of the Ordinary General Meeting of Shareholders of Vilkyskiu pienine AB
By the initiative and decision of the Vilkyskiu pienine AB (company code 277160980) Board, the Ordinary General Meeting of Shareholders of Vilkyskiu pienine AB is convened at the office of Vilkyskiu pienine AB (P. Lukošaičio str. 14, Vilkyškiai, LT-99254 Pagėgių sav.) on 28 April 2023 at 1 p.m.
Shareholders' registration starts from 12 p.m. until 12.50 p.m.
THE AGENDA FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS:
- Approval of Company's Consolidated annual report for the year 2022.
- Independent Auditor‘s Report regarding the Company’s consolidated and separated financial Statements for 2022.
- Approval of Company's separated and consolidated financial statement for the year 2022.
- Net Profit (loss) appropriation for the year 2022.
- Approval of the Remuneration Report of the Company for 2022 which is part of the Annual Report.
- Election of the Company's Audit firm, that will perform the audit of the Company for the years 2023-2025 and setting the conditions of payment.
- Forming the Company’s Supervisory Board.
- Approval of the new version of the Company’s Articles of association.
- Election of the members of Supervisory board.
- Election of the member of Audit Committee.
- Approval of the new version of the Remuneration policy.
The Company shall not provide the possibility for shareholders to participate, vote and give the mandate to represent them in the General Meeting of Shareholders through electronic communication channels.
The account date of the Ordinary General Meeting of Shareholders is 21 April 2023. In General Meeting of the shareholders have the rights to participate and vote persons who were company's shareholders at the end of accounting date of shareholders meeting personally or their authorized persons, or persons with whom voting rights transferring contract is signed.
The rights accounting day is 15 May 2023. Property rights are possessed by persons who are shareholders at the end of the 10th working day after the shareholders' meeting that issued appropriate decision.
Ex-Date, the date since which Vilkyškių pieninė AB shares (VLP1L, ISIN kodas LT0000127508) bought via stock exchange with settlement cycle T+2 do not provide the right to dividends for year 2020, is 12 May 2023.
Draft decisions for the Ordinary General Meeting of Shareholders of Vilkyskiu pienine AB, proposed by the Board of the Company on 7 April, 2023:
1) Approval of Company's Consolidated annual report for the year 2022.
Draft decision:
To approve the Consolidated annual Report of the Company for the year 2022.
2) Independent Auditor‘s Report regarding the Company’s consolidated and separated financial Statements for 2022.
Draft decision:
Heard.
3) Approval of Company's separated and consolidated financial statement for the year 2022.
Draft decision:
To approve of Company's separated and consolidated financial statements for the year 2021.
4) Net Profit (loss) appropriation for the year 2022.
Draft decision:
To approve the audited net profit (loss) allocation under IFRS for the year 2022 (attached).
5) Approval of the Remuneration Report of the Company for 2022 which is part of the Annual Report.
Draft decision:
To approve the Remuneration Report of the Company for 2022.
6) Election of the Company's Audit firm, that will perform the audit of the Company for the years 2023-2025 and setting the conditions of payment.
Draft decision:
1. To elect the Company’s Audit firm, that will perform the audit of the Company for the years 2023-2025 during the general meeting of shareholders
2. To authorize the CEO of Vilkyškių pieninė AB to sign a contract with Audit firm, that will perform the audit for the years 2023-2025.
7) Forming the Company’s Supervisory Board.
Draft decision:
To form the Company’s Supervisory board consisting of 3 (three) members elected for a period of 4 (fours) years.
8) Approval of the new version of the Company’s Articles of association.
Draft decision:
1. To change the Company's articles of association and present them in a new version (attached).
2. To authorize (with the right to re-authorize) the General Director of the Company to sign the amended Articles of Association (new version of the Articles of Association) and to register them in the Register of Legal Entities and to perform all other related actions.
9) Election of the members of Supervisory board.
Draft decision:
1. It is offered to elect Supervisory board members for a period of 4 (four) years.
1.1. Algimantas Lekevičius (independent member).
1.2. Marijana Juškienė (independent member).
1.3. Martynas Bertašius (independent member).
2. To establish that the elected Supervisory Board of the Company begins its activities from the date of registration of the changed Articles of Association of the Company in the Register of Legal Entities.
3. To determine that the members of the supervisory board will be remunerated for their activities in the supervisory board as stipulated in the Remuneration Policy of AB Vilkyškių pieninė group of companies.
4. To authorize the General Director of the Company to sign contracts with the members of the supervisory board regarding the activities of the members of the supervisory board in the supervisory board.
10) Election of the member of Audit Committee.
Draft decision:
To elect Sigita Montvilaitė as a member of Audit Committee until the end of the term of the Audit Committee.
11) Approval of the new version of the Renumeration policy.
Draft decision:
To approve the Company's new Remuneration Policy (attached).
The agenda of the Ordinary General Meeting of Shareholders may be supplemented by initiative of shareholders who own shares carrying not less than 1/20 of all the votes. Proposals to the agenda of the Ordinary General Meeting of Shareholders may be submitted not later than on the 14 April 2023. Along with a proposal to supplement the agenda of the Ordinary General Meeting of Shareholders it is required to submit the drafts of proposed decisions or, if decisions shall not be adopted, explanations on each of the proposed issues
Shareholders who own shares carrying not less than 1/20 of all votes own the right at any time before the Ordinary General Meeting of Shareholders or during the meeting have the right to propose new draft resolutions regarding the items included or ones that will be included in the meeting agenda. Draft resolutions shall be submitted in writing by sending them via a registered mail at the above-specified head-office address of the Company or by e-mail .
The shareholders shall have the right to present questions related to the 28 April 2023 Ordinary General Meeting of Shareholders agenda issues to the Company in writing by e-mail or at the head-office address P. Lukošaičio str. 14, Vilkyškiai, LT-99254 Pagėgių sav. The Company undertakes to respond if the questions are received not later than 3 working days before the General Meeting of Shareholders.
Shareholders who participate in General Meeting must submit an identity document, the authorized person – an identity document and the letter of attorney in accordance with the procedure laid down by the law, which shall be delivered to the Headquarters no later than by the close of registration for the General Meeting of Shareholders. The authorized person shall have the same rights at the General Meeting of Shareholders as the shareholder he/she represents. The form of a power of attorney for representation at the General Meeting of Shareholders is attached in annexes.
On decisions, which are included into Ordinary General Meeting of Shareholders agenda, can be voted in writing by completing the general bulletin. On shareholder's request, send the general bulletin by registered mail free of charge or by hand against receipt. The filled in general bulletin must be signed by shareholders' or a person authorized by him. The vote of the shareholders' authorized person voting particulars must be added the right to vote in a document. The duly completed general ballot paper shall be submitted to the Company by registered mail or delivered against signature at the Headquarters not later than the close of shareholder registration for the General Meeting of Shareholders. The form of the general ballot paper is available on the Company's website at and is attached in annexes.
Shareholders can get acquainted with the company‘s documents related to the agenda of shareholders meeting at the company's office located P.Lukošaičio str. 14, Vilkyškiai, LT-99254 Pagėgių sav., or on the webpage of the company (/).
Annexes:
1. Consolidated and separate financial statements of Vilkyškių pieninė AB for 2022, consolidated annual report (including social responsibility report, renumeration report and governance report), confirmation of responsible persons, independent auditor's report;
2. The audited net profit (loss) allocation under IFRS for the year 2022;
3. The Remuneration policy of Vilkyškių pieninė AB;
4. The articles of association of Vilkyškių Pieninė AB;
5. Form of the power of attorney of AB Vilkyškių pieninė;
6. Voting bulletin of the ordinary general meeting of shareholders.
Additional information authorized to provide Economics and Finance director Vilija Milaseviciute, phone ,
Attachments
