Regarding of the Extraordinary General Meeting of Shareholders of LESTO AB

 

An Extraordinary General Meeting of Shareholders of LESTO AB is to be convened on the initiative and by the decision of the Board of company on 27 August 2013.

The date, time and place of the Extraordinary General Meeting of Shareholders: The Extraordinary General Meeting of Shareholders of LESTO AB will be held on 30 September 2013, at 9.00 a.m., on the premises of LESTO AB (Žvejų str. 14, Vilnius).

 

The registration of shareholders will start at 8.25 a.m. and will end at 8.55 a.m.

 

The record date of Extraordinary General Meeting is 23 September 2013. Only persons who are shareholders of LESTO AB at the end of the record date of the Extraordinary General Meeting of Shareholders of company shall have the right to attend and vote at the Extraordinary General Meeting of Shareholders of LESTO AB.

 

The following agenda of the Extraordinary General Meeting of Shareholders of LESTO AB was approved by the decision of the Board of company on 27 August 2013 and the following draft decisions is proposed:

 

Agenda of the Extraordinary General Meeting of Shareholders of LESTO AB:

 

1. Regarding election of the independent member of the Supervisory Board of LESTO AB.

 

The proposed draft decision of the Extraordinary General Meeting of Shareholders of LESTO AB on the abovementioned agenda item:

 

1. Regarding election of the independent member of the Supervisory Board of LESTO AB:

 

“1.1. To elect /name, surname/ (date of birth /date of birth/, place of residence /place of residence/), as independent member of the Supervisory Board of LESTO AB from the adoption of this decision until the end of the term of office of the current Supervisory Board.

 

1.2. To determine that the member of the Supervisory Board indicated above in paragraph 1.1 herein shall comply with the independence requirements during the entire term of office.

 

1.3. To authorize the Managing Director of LESTO AB to sign the contract on protection of confidential information of the company and the contract for the working conditions of an independent member of Supervisory Board of LESTO AB with the independent member of the Supervisory Board indicated above in paragraph 1.1 according to the working conditions of an independent member of Supervisory Board that was set on General Meeting of Shareholders of 26 July 2013.”

 

Shareholders participating in the Extraordinary General Meeting of Shareholders of LESTO AB shall produce an identity document. Shareholders shall be granted pecuniary and non-pecuniary rights provided for by laws and other legal acts of the Republic of Lithuania. Shareholders entitled to participate in the aforementioned shareholder meeting shall have the right to authorise, in writing, a natural or legal person to participate and vote on their behalf at the General Meetings of Shareholders indicated in this notice. Such a written authorisation shall be approved in accordance with the procedure laid down in legal acts and shall be delivered to Žvejų str. 14, Vilnius no later than by the end of shareholder registration for a relevant General Meeting. Shareholders entitled to participate in the General Meeting of Shareholders of LESTO AB shall also have the right to authorise, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the General Meeting of Shareholders. An authorisation issued by electronic means of communication shall be recognised as valid provided that the security of the information transferred is ensured and it is possible to identify the shareholder. Shareholders shall report the issuance of an authorisation by electronic means of communication by sending it by e-mail to [email protected] not later than by the end of the working day on 27 September 2013 (3:15 p.m.). The authorised person shall have an identity document and shall enjoy the same rights at the General Meeting as the shareholder represented by him would enjoy (unless the issued authorisation or laws provide for narrower rights of the authorised person). The shareholder’s right to participate in the General Meeting of Shareholders shall also include the right to ask. LESTO AB has not approved any special authorisation form of the abovementioned General Meeting of Shareholders.

 

The agenda of the General Meeting of Shareholders of LESTO AB may be supplemented on the initiative of shareholders of company whose shares held in company carry at least 1/20 of all votes at the General Meeting of Shareholders of LESTO AB. The proposal to supplement the agenda of the respective General Meeting of Shareholders shall be accompanied by draft decisions or, where no decisions have to be taken, by explanations on each proposed agenda item of the Extraordinary General Meeting of Shareholders. The agenda shall be supplemented if the proposal is received no later than 14 before the respective General Meeting of Shareholders. Shareholders whose shares held in LESTO AB carry at least 1/20 of all votes at the General Meeting of Shareholders of company shall have the right to propose, at any time before the General Meeting of Shareholders of LESTO AB, new draft decisions on issues that are included or will be included in the agendas of the General Meeting of Shareholders of LESTO AB. Proposals on the supplementation of the respective agenda or relevant draft decisions shall be submitted in writing to LESTO AB, Žvejų str. 14, Vilnius, or by e-mail to [email protected].

 

Shareholders of LESTO AB shall have the right to present questions related to the agend of the General Meeting of Shareholders of company. Questions may be presented by e-mail to [email protected] or delivered to LESTO AB to Žvejų str. 14, Vilnius, no later than 3 working days before the General Meeting of Shareholders.

 

Shareholders will be able to vote on the agenda items of the General Meeting of Shareholders of LESTO AB in writing by filling in ballot papers. At the request of a shareholder, LESTO AB shall send, free of charge, a ballot paper to the shareholder by registered post or deliver it by hand against signature no later than 10 days before the General Meeting of Shareholders of LESTO AB. A completed ballot paper shall be signed by the shareholder or a person authorised by the shareholder. Where a person authorised by the shareholder casts a vote, a document certifying the right to vote shall be attached to the completed ballot paper. Filled and signed general ballot paper and the document confirming the voting right can be sent to the company by registered mail or delivered at Žvejų str. 14, Vilnius, no later before the General Meeting of Shareholders. The company retains the right not to recognize the advance vote of the shareholder or his/her authorised representative, if his/her submitted general ballot paper does not meet the requirements of Paragraphs 3 and 4 of Article 30 of the Law on Companies of the Republic of Lithuania, was received to late or is filled so that the true will of the shareholder on an individual matter cannot be determined. Electronic means of communication shall not be used for participation and voting at either of the abovementioned General Meeting of Shareholders.

 

Shareholders can familiarise themselves with documents related to the agenda of the General Meeting of Shareholders of LESTO AB, documents to be submitted to General Meeting of Shareholders and other information related to the implementation of the rights of shareholders specified in this notice on the premises of LESTO AB (Žvejų str. 14, Vilnius) during working hours (7.30–11.30 a.m. and 12.15–4.30 p.m.; 7.30–11.30 a.m. and 12.15–3.15 p.m. on Fridays) from the date of this notice.