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Convocation of the Extraordinary General Meeting of the Shareholders of Snaige AB

·9-min read
Snaige
Snaige

On 23 June 2022 the Extraordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the “Company”) is convened (hereinafter, the “Meeting”).

The place of the meeting –at AB “Snaige” office, at the address Kareiviu str. 6, Vilnius, Lithuania.

The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.).

The Meeting’s accounting day – 16 June 2022 (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 General Meeting of Shareholders).

The meeting is being initiated and convened by the decision of the Board of the Company.

Agenda and draft decisions of the Meeting:

The agenda question 1. Coverage of the Company’s losses by shareholders’ contributions.

Draft of the decision: With reference to the fact that as per the balance sheet of the Company of 31 March 2022, the total equity of the Company is equal to EUR 2575039 and is lower than ½ of the share capital of the Company, and pursuant to Articles 38(3) and 59(10)(2) of the Law on Companies of the Republic of Lithuania, to cover a part of the Company’s losses equal to EUR 1,000,000 by additional contributions of shareholders of the Company.

The agenda question 2. Approval of the project of the Company’s restructuring plan.

Draft of the decision: To approve the project of the Company’s restructuring plan.

Additional information regarding the agenda question 2:

To avoid the temporary difficulties encountered by the Company and possible negative impact on the continuity of its operations, and according to Law on Insolvency of Legal Persons of the Republic of Lithuania - the Board of the Company proposes to initiate the restructuring of the Company.

The Company's operations were adversely affected by the prolonged military conflict in Ukraine: the Company lost one of its largest markets, Ukraine, and trade has slowed in almost all of the Company's markets. Last year, the main raw materials and materials became more expensive, this year they became even more expensive. The increase in the cost of transport and the significant lack of this service also contributed.

Therefore, not wanting to risk the future of a viable and potential Company, to ensure jobs and social guarantees for its employees, the Board of the Company decided to initiate the restructuring process of the Company.

This will allow the Company to breathe a sigh of relief, use its working capital more efficiently and achieve its strategic goal of becoming a manufacturer of professional and medical refrigeration equipment. For several years now, AB SNAIGĖ has been consistently pursuing this goal: it has developed and started manufacturing storage refrigerators, refrigeration units for cold rooms, and pharmaceutical refrigerators (one of which is DIN-certified), and this year it has started serial production of refrigerators for professional kitchens.

AB SNAIGĖ has chosen this line of business because it has many years of experience in the refrigeration business, experienced specialists, and the necessary technical base for the development and production of such products. The Company has been urged by many of its customers to get involved in this area. In addition, the business of professional and medical devices is more profitable and less competitive. The Company planned that professional and medical refrigeration appliances will account for more than half of the Company’s portfolio.

However, establishment in this business category took an unplanned period due to the above-mentioned circumstances.

Following the start of the restructuring process, the Company would continue to operate and meet its obligations to its employees and customers. As before, the Company will continue to pay taxes to the Social Security and the state on time.

The Company shall not provide the possibility to participate and vote in the Meeting through electronic communication channels.

Draft resolutions on agenda issues, documents be submitted to the General Meeting of Shareholders, and other information related to the exercising of the shareholders’ rights are available on the website of the Company www.snaige.lt on menu item “For investors”. This information will be also available for the shareholders at the head office of the Company (Pramonės street 6, Alytus) on business days from 9:00 am. till 16:00 pm. (on Fridays till 14:00), tel. +370 315 56206.

Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the 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 it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. The proposals submitted via e-mail shall be sent by e-mail akcininkams@snaige.lt. The proposals to supplement the agenda with the additional issues shall be submitted by 9 June 2022, 4:00 p.m. In case the agenda of the Meeting is supplemented the Company will report on it no later than 10 days before the Meeting in the same ways 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 22 June 2022, 2 p.m. or by sending by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of the agenda. The proposals submitted via electronic mail shall be sent to akcininkams@snaige.lt. The proposals submitted on this e-mail by 22 June 2022, 2:00 p.m. will be discussed during the Meeting.

The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance in writing. The shareholders shall present the questions no later than 3 business days before the Meeting via electronic mail to akcininkams@snaige.lt. The Company undertakes to respond to the submitted questions via the electronic mail till the Meeting day, except for the questions related to the Company’s commercial secret and confidential information.

During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is proof of their identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Representatives 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 General Meeting of Shareholders to the Company the identity of the final customer, the number of shares that are put to the vote 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.

The shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on the shareholder's behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic communication channels 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 of the power of attorney issued through electronic communication channels by e-mail akcininkams@snaige.lt no later than the last business day before the meeting at 2:00 p.m.

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 general ballot paper form is on the Company's website www.snaige.lt on menu item “For Investors”. Upon the written shareholder‘s request, the Company no later than 10 days before the Meeting shall 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 along with the filled ballot paper shall submit the document to confirm 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 registered mail at the address Snaigė AB, Pramonės street 6, LT-62175, Alytus, Lithuania, or by submitting it to the Company. Validated will be dully filled-in ballot papers, received until the meeting.

If on the day of the meeting will be restrictions on people's meetings due to Covid-19 disease, the quarantine announced in the territory of the Republic, the meeting will not take place on meeting place. Still, the Company's shareholders will be invited to participate in the Extraordinary General Meeting and vote on the agenda items in writing, by filling voting ballot in advance and submitting it to the Company.

The following information and documents are available on the website of the Company www.snaige.lt on menu item “For Investors”:

- The notification on the convening of the Meeting, draft resolutions on each agenda issue;
- The total number of the Company’s shares and the number of shares with voting rights on the convening day of the Meeting;
- General ballot paper form.

Managing Director
Mindaugas Sologubas
Phone +370 315 56206

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