Notice of the Extraordinary General Meeting of restructured AB Utenos trikotažas Shareholders
/Translation from Lithuanian/
On the initiative of and by the Decision of the Management Board of the Company, an Annual Extraordinary Meeting of Shareholders of restructured AB Utenos trikotažas (registered office at J. Basanavičiaus st. 122, LT-28214 Utena, legal entity code: 183709468, total number of shares – 9,503,000, number of the shares carrying voting right – 9,503,000) (hereinafter – the Company) is being convened on 29 August 2025 at 11:00 a.m. at the address of the Company's registered office at J. Basanavičiaus st. 122, Utena (Meeting Room). The time of shareholders' registration – from 10:00 a.m. until 10:55 a.m. The record date of the General Meeting of Shareholders – 22 August 2025. The record date of shareholders' rights – 14 September 2025. Agenda of the Meeting:
- Approval of the reorganization (by merger).
- Approval of the terms of reorganization.
- Amendment and approval of the Company's Articles of Association.
- Granting of powers.
The persons who are shareholders of the Company at the end of the record date of the Extraordinary Meeting of Shareholders will have the right to participate and vote at the Extraordinary Meeting of Shareholders personally or by proxy, or to be represented by the persons with whom an agreement on the transfer of voting rights has been concluded. The property rights will be exercised by the persons who will be the Company's shareholders at the end of the tenth working day after the Extraordinary Meeting of Shareholders (i.e. at the end of the record date of shareholders' rights) that has adopted the relevant resolution. A person attending the Extraordinary Meeting of Shareholders and having a voting right must bring with him/her an identification document. A person who is not a shareholder must, in addition, present a document proving his/her right to vote at the Extraordinary Meeting of Shareholders. Each shareholder shall have the right to authorise, under the procedure set out by laws, another person to attend and vote at the Extraordinary Meeting of Shareholders on his/her behalf. At the Extraordinary Meeting of Shareholders, an authorised person shall have the same rights as would be held by the shareholder or shareholders represented by him/her, unless the authorised person's rights are limited by the power of attorney issued to the authorised person or by laws. The authorised person must provide a power of attorney certified under the procedure set out by laws. A power of attorney issued abroad must be translated into Lithuanian and legalised under the procedure set out by laws. The Company does not establish any special form for a power of attorney. A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the general ballot paper. Upon a shareholder's request, the Company shall send the general ballot paper by registered mail free of charge not later than 10 days before the Meeting. The sample of general ballot paper is available on the Company's website . The general ballot paper, duly filled in and signed by the shareholder or another person entitled to vote, and the document confirming the voting right must be sent to the Company by registered mail or delivered in person with written acknowledgement of receipt to the registered office of the Company at the address AB Utenos trikotažas, J.Basanavičiaus st. 122, LT-28214 Utena, Lithuania, not later than before the end of registration of the shareholders of the Extraordinary Meeting of Shareholders.
The Company's shareholders are urged to exercise their right to vote on the Meeting agenda items by submitting dully filled in general ballot papers to the Company.
The Company does not enable participation and voting at the Meeting by means of electronic communications. The shareholders holding the shares carrying not less than 1/20 of all votes shall have the right to propose items to supplement the agenda. Draft decisions on the proposed issues shall be submitted together with the proposal or, where adoption of decisions is not required, explanations on each proposed agenda item of the Extraordinary Meeting of Shareholders shall be presented. A proposal to supplement the agenda must be presented in writing by sending it by registered mail to AB Utenos trikotažas, J. Basanavičiaus st. 122, LT-28214 Utena, Lithuania, or by e-mail: . The agenda will be supplemented if the proposal is received not later than 14 days before the Extraordinary Meeting of Shareholders. The shareholders holding shares that grant at least 1/20 of all votes shall have the right to propose new draft resolutions on the issues already included or to be included in the Meeting agenda. The proposed draft resolutions must be presented in writing at any time before the Extraordinary Meeting of Shareholders by sending them by registered mail to AB Utenos trikotažas, J. Basanavičiaus st. 122, LT-28214 Utena, Lithuania, or by e-mail: . The shareholders shall also be entitled to propose draft resolutions on the Meeting agenda items in writing during the Meeting. The shareholders shall have the right to present questions concerning the Meeting agenda items to the Company in advance in writing, by indicating the shareholder's (natural person's or legal entity's) identification number, the natural person's consent for the processing of personal data – personal ID number, in the letter sent by registered mail. In accordance with the provisions of Article 16 of the Law on Companies of the Republic of Lithuania, the Company undertakes to reply, if the questions are received not later than 3 working days before the Extraordinary Meeting of Shareholders. Responses of a general nature will be posted on the Company's website . The Company will not respond personally to the shareholder if the respective information has been posted on the Company's website. The Shareholders can access documents related to the Meeting agenda, including draft resolutions and other documents to be submitted to the Extraordinary Meeting of Shareholders, as well as information regarding the exercise of shareholder rights, at the headquarters of AB Utenos trikotažas, J. Basanavičiaus st. 122, LT-28214 Utena, Lithuania or on the Company's website /investuotojams/ no later than 14 days before the Extraordinary Meeting of Shareholders.
Additional information is available from Aurimas Likus, CFO, tel. No. .
Nomeda Kaučikienė, CEO of AB Utenos trikotažas
ATTACHED:
Appendix No. 1 New version of the Company's Articles of Association.
Appendix No. 2 Draft resolutions on agenda items.
Appendix No. 3 Ballot.
Attachments
