Following Articles 25 and 26 of the Law on Companies of the Republic of Lithuania, information is provided on additional items to the agenda of the Extraordinary General Meeting of Shareholders of Panevezio statybos trestas AB (hereinafter “the Meeting”) to be convened.
Additional items shall be added to the agenda by a shareholder of Panevezio statybos trestas AB holding shares with at least 1/20 of all votes.
The Meeting shall be held at the meeting room of Panevezio statybos trestas AB at P. Puzino Str. 1, Panevezys on 9 April 2021.
The Meeting shall begin at 10:00 (registration shall begin at 09:30).
The record day of the Meeting shall be 1 April 2021 (only the persons who at the end of the record day of the Extraordinary General Meeting of Shareholders shall be on the shareholder list of the company, or the persons who are a proxy for them, or the persons with whom an agreement on transfer of voting rights has been concluded, shall have the right to participate and vote at the Extraordinary General Meeting of Shareholders).
The agenda of the Extraordinary General Meeting of Shareholders with the items added and draft resolutions:
1. Withdrawal of the Board members.
1.1. To withdraw the Board of the Company (in corpore) before the end of the term and elect the new Board.
2. Election of the Board members.
2.1. To elect for the term of 4 (four) years the following members of the Board of Panevezio statybos trestas AB:
Gvidas Drobuzas (born in 1963) – a businessman since 1989, a member of the Supervisory Board at Panevezio keliai AB.
Vaidas Grincevicius (born in 1980) (as an independent member of the Board) – educational background: Vilnius University, Master in Management and Business Administration. Participation in activities of other companies: LitBAN – a member of the Lithuanian Business Angel Network, a venture capital investor, SIQOR industries UAB – the Chairman.
Justas Jasiunas (born in 1982) – educational background: Mykolas Romeris University, Master in Law. Participation in activities of other companies: Panevezio keliai AB – a member of the Board, Aliuminio fasadai UAB – the Chairman, Vekada UAB – the Chairman, Skydmedis UAB – a member of the Board, Kingsbud Sp. z o. o. – the Chairman.
Kristina Maciuliene (born in 1978) – educational background: Kaunas University of Technology, Bachelor in Business Administration, Lithuanian University of Law, Master in Law. Participation in activities of other companies: Panevezio keliai AB – a member of the Board, Skydmedis UAB – the Chairman, Hustal UAB – the Chairman, Metalo meistrai UAB – a member of the Board, Vekada UAB - a member of the Board, PST investicijos UAB – a member of the Board.
Lina Simaskiene (born in 1968) (as an independent member of the Board) – educational background: Kaunas University of Technology, Engineer-Economist.
3. Approval of the procedure for awarding and paying remuneration of independent Board Members of Panevezio statybos trestas AB for their activities in the Board.
3.1. To approve the procedure for awarding and paying remuneration of independent Board Members of Panevezio statybos trestas AB for their activities in the Board (Annex).
4. Third party liability of Board Members.
4.1. To approve limitation of liability of the Board Member when there is no intention or gross negligence of the Board Member and when liability of the Board Member is limited to the amount of 3 (three) monthly average remunerations after taxes (received in the last 12 months) calculating the total amount of liability for all decisions taken during the term of office of the Board. The reduced indemnification of damage may not be less than the amount to be paid by the insurance company, in case the Company insures/has insured the third party liability of the Board Members using its own funds, and such damage is considered to be an insured event. It shall be deemed that any decisions made without a clear purpose to the contrary of the Company and approved by at least 4 Board Members conform to the concept of business risk.
4.2. The Company shall enter into an agreement with the Board Members on limiting the liability of the Board Members under the conditions established above.
The company shall not provide possibilities to participate and vote at the meeting using any means of electronic communications.
Draft resolutions on the items of the agenda, any documents to be presented to the Extraordinary General Meeting of Shareholders and any information related to realisation of the shareholders’ rights shall be published on the website of the company at www.pst.lt under the menu item Investor Relations not later than 21 days before the meeting date. The shareholders shall also be granted access to the information thereof at the secretary’s office at the registered office of the company (P. Puzino Str. 1, Panevezys) from 7:30 till 16:30. Telephone number for inquiries: (+370 45) 505 508.
The shareholders who hold shares carrying at least 1/20 of all votes may propose additional items to be included in the agenda and present a draft resolution of the meeting for each proposed additional agenda item or, in case no resolution is to be adopted, give an explanation. Any proposals for additional items of the agenda shall be submitted in writing or by e-mail.
The proposals in writing shall be delivered to the secretary’s office or sent by registered mail to the following address: Panevezio statybos trestas AB, P. Puzino Str. 1, LT-35173, Panevezys. The proposals by e-mail shall be sent to the following e-mail address: pst@pst.lt.
Any proposals for additional items of the agenda shall be presented before 16:00 on 26 March 2021. In the event new items are added to the meeting agenda, not later than 10 days before the meeting date the company shall inform about the additions thereof using the same means as were used for convening the meeting.
The shareholders who hold shares carrying at least 1/20 of all votes may propose new draft resolutions on the items that are on or to be included in the agenda, additional candidates for the members of the company bodies and the audit company. The proposals thereof may be presented in writing or by e-mail.
The proposals in writing before 8:00 on 9 April 2020 may be delivered (on work days) to secretary’s office or sent by registered mail to Panevezio statybos trestas AB, P. Puzino Str. 1, LT-35173, Panevezys. The proposals presented in writing shall be discussed during the meeting provided they have been received at the company before 8:00 on the meeting day (9 April 2021). Any proposals in writing may be presented during the meeting after the chairman of the meeting reads the agenda out but not later than the meeting starts working on the agenda items.
Any proposals to be delivered by e-mail are to be sent to pst@pst.lt. The proposals received to the e-mail address thereof before 8:00 on 9 April 2021 shall be discussed during the meeting.
The shareholders shall be entitled to present their questions related to the agenda items to the company in advance. The questions may be sent by the shareholders by e-mail to pst@pst.lt not later than 3 working days before the meeting date. The company shall answer the questions thereof by e-mail before the meeting. The company shall not deliver the answer to any question of the shareholders in person provided the relevant information is published on the website of the company at http://www.pst.lt.
When registering for participation at the meeting, the shareholders or their proxies shall present a document which is a proof of their personal identity. The proxies to the shareholders shall present their proxies certified following the prescribed procedure. The proxy issued by a legal person shall be certified by a Notary Public. The proxy issued in a foreign country shall be translated into Lithuanian and legalised following the procedure prescribed by law. The proxy may be given the authority by more than one shareholder and vote in a different manner based on the instructions given by each shareholder. The company has no special form for the proxy.
The shareholder may, using the means of electronic communications, authorize some other natural or legal person to participate and vote at the meeting on behalf of the shareholder. Such proxy shall require no certification by a Notary Public. The proxy issued by the means of electronic communications shall be certified by the electronic signature of the shareholder created using any safe electronic signature software and attested by the qualified certificate valid in the Republic of Lithuania. Both the proxy and the notification shall be in writing. The shareholder shall notify the company about the proxy issued by the means of electronic communications by e-mail to pst@pst.lt not later than 16:00 on the last working day before the meeting date. The electronic signature shall be affixed on the proxy and notification but not on the letter sent by e-mail. When sending the notification to the company, the shareholder shall refer to the internet address to be used for the purpose of free downloading of electronic signature verification software. In case the shares hold by the shareholder are kept on a few securities accounts, the shareholder may authorise a separate proxy to participate and vote at the General Meeting of Shareholders in accordance with the rights carried by the shares kept in each securities account. In that case, any instructions given by the shareholder shall be valid only for one General Meeting of Shareholders.
The shareholder who holds the shares of the company acquired in his name, however for the interests of other persons, before voting at the General Meeting of Shareholders shall disclose to the company the identity of the end client, the number of voting shares and the content of given voting instructions or any other explanation related to participation and voting at the General Meeting of Shareholders agreed with the client. The shareholder may vote in a different manner using one part of his shares carrying votes and the other part of shares carrying votes.
A shareholder or his proxy may vote in advance in writing by filling in the general ballot paper. Not later than 21 days before the meeting date the form of the general ballot paper shall be published on the website of the company at http://www.pst.lt under the menu item Investor Relations. In case a shareholder submits a written request, not later than 10 days before the meeting date the company shall send a general ballot paper by registered mail or deliver it in person against signature of receipt. The filled in general ballot paper shall be signed by the shareholder or his proxy. In case the general ballot paper is signed by the proxy, the document validating the voting right shall be attached to it. The filled in general ballot paper with the attached documents (if required) shall be delivered by registered mail to the secretary’s office at Panevezio statybos trestas AB, P. Puzino Str. 1, LT- 35173, Panevezys not later than the last working day before the meeting date.
The following information and documents shall be published on the website of the company at http://www.pst.lt under the menu item Investor Relations throughout the entire period starting not later than 21 days before the meeting date:
- notice of convening the meeting;
- total number of company shares and number of voting shares on the date of convening the meeting;
- draft resolutions on the items of the agenda and other documents to be presented to the meeting;
- form of general ballot paper.
Egidijus Urbonas
Managing Director
Panevezio statybos trestas AB
Information
Phone: (+370 45) 505 503
