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On December 10, 2021, it shall be summoned the Extraordinary General Meeting of Shareholders

·6-min read

Upon initiative and resolution of the 18 November 2021 meeting of the Board of Directors, on December 10, 2021 it shall be summoned the Extraordinary General Meeting of shareholders of Rokiškio sūris AB which will take place in the company’s head office (Pramonės str. 3, Rokiskis. The company code: 173057512).

Registration starts at 11 am and lasts until 11.45am.

The general meeting’s accounting day – December 3, 2021.

Agenda:

  1. Regarding approval of the new wording of the Company’s Articles of Association.

  2. Election of the members of the Company’s Board of Directors.

Draft resolutions prepared by the Board of Directors of AB Rokiskio suris

1. Regarding approval of the new wording of the Company’s Articles of Association.

Draft resolution:

  1. To approve the new wording of the Articles of Association of the joint-stock company Rokiškio sūris. (Attached).

  2. To authorize the Executive Director of the Company to sign the new wording of the Articles of Association of AB Rokiškio sūris.

2.Election of the members of the Company’s Board of Directors.

Draft resolution:

Taking into account that the current term of the Company’s Board of Directors expires on 13 December 2021, to elect the following persons as members of the Board of AB Rokiškio sūris for a term of 4 (four) years: Antanas Trumpa (Board chairman of the current term), Darius Norkus (Sales and Marketing Director/Deputy CEO, Rokiškio sūris, AB), Ramūnas Vanagas (Procurement Director (Lithuania) Rokiškio sūris, AB), Paul M Campbell (independent member), Jonas Vaičaitis (independent member) and Thijs Bosch (Fonterra Co-operative Group Limited General Manager Europe).

The general meeting of shareholders may be attended and voted by the persons who were shareholders at the end of the meeting accounting date (3 December 2021) or other persons authorized by actual shareholders, or the persons with whom the voting transference agreement was made.

Participants of the general meeting of shareholders with the voting right should have a document proving their identity. The person, who is not a shareholder, in addition should present a document proving his/her right to vote on the general meeting of shareholders.

Each shareholder shall have a right, in the manner established by the Law, to authorise another (natural or legal) person on his/her behalf to attend and vote at the General Meeting of Shareholders. The authorised person must provide a power of attorney certified in the manner established by the Law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by the Law. At the General Meeting of Shareholders, an authorised person shall have the same rights as would be held by the shareholder represented by him/her. The Company does not establish special form of power of attorney. The right of shareholder to participate at the general meeting of shareholders also means the right to question.

A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the General Voting Ballot. The General Voting Ballot shall be placed on the company’s website not later than 21 day before the General meeting http://www.rokiskio.com at the heading “Investor Relations”. Upon a shareholder's request, the Company, not later than 10 days before the General Meeting, shall send the General Voting Ballot by registered mail free of charge. The filled in General Voting Ballot and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the General Meeting of Shareholders by sending it by registered mail to AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150. The Company keeps the right to not account a shareholder’s General Voting Ballot if the General Voting Ballot does not comply with the requirement set by the Law on Joint Stock Companies Article 30 parts 3 and 4, or the ballot is filled misleadingly and it is impossible to read the shareholder’s will for one or another item.

The Company is not providing the possibility to attend and vote at the General Meeting of Shareholders through electronic means of communication.

Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the General Meeting of Shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the General Meeting of Shareholders shall be presented. Proposal to supplement the agenda must be presented in writing by sending it by registered mail to AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150, Lithuania, or by e-mail rokiskio.suris@rokiskio.com. The agenda will be supplemented if the proposal is received not later than 14 days before the General Meeting of Shareholders.

Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the General Meeting of Shareholders, to nominate additional candidates to the Board, the audit company. The proposed draft decisions must be presented in writing by sending them by registered mail to AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150, Lithuania, or by e-mail rokiskio.suris@rokiskio.com. The shareholders shall also be entitled to propose in writing draft resolutions on the agenda issues of the General Meeting of Shareholders during the Meeting.

The shareholders shall have the right to present questions related to the agenda issues of the General Meeting of Shareholders to the Company in advance in writing, by providing the shareholder's personal identification. The Company undertakes to respond if the questions are received not later than 3 business days before the General Meeting of Shareholders. The Company will not respond personally to the shareholder if the respective information is posted on the Company's website.

The Company may refuse to respond to the questions of a shareholder if they are related with the commercial (manufacturing) secret, confidential information, then the shareholder will be informed unless the identity of questioner cannot be identified.

The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, and other documents to be submitted to the General Meeting of Shareholders as well as to get information regarding execution of the shareholders' rights at the headquarters of AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150, Lithuania, or on the company’s website www.rokiskio.com under the heading ‘Investor Relations'.

Total number of shares of Rokiškio sūris AB is 35 867 970 ordinary registered shares. Nominal value of the shares is 0.29 EUR each.

ISIN of the Company’s shares is LT000100372.

The Company has purchased 861,274 treasury shares.

Dalius Trumpa

Company Manager

+370 458 55200


Attachments


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