CITYSERV (CTS): Notice on Calling an Extraordinary General Meeting of Shareholders of City Service SE - raport 2
UNI - EN REPORT No2/2017
Notice on Calling an Extraordinary General Meeting of Shareholders of City Service SE
The Extraordinary General Meeting of Shareholders (hereinafter, the Meeting) of City Service SE (Societas Europaea), corporate ID code: 12827710, registered address: Narva mnt 5, Tallinn, Harju county, 10117, the Republic of Estonia (hereinafter, the Company), is convened by the Management Board upon the initiation of the Supervisory Board of the Company.
Meeting date and time. The date of the Meeting is 4 May 2017, Thursday; time – 09:00, registration starts at 08:30.
Meeting place. Electronic participation voting. The Meeting shall take place at the office of the law firm VARUL, Ahtri 6a, 10151 Tallinn, the Republic of Estonia (Business center “Admirali Maja”, 7th floor, entrance A). However, following Article 5.5 of the Statutes of the Company and the resolution of the Management Board, all the shareholders of the Company may also participate in this Meeting via secured electronic connection that shall be established at the Vilnius office of the Company, at Gynėjų st. 16, Vilnius, the Republic of Lithuania (Business Center “VERTAS”, the 11th floor), via Skype connection on 4 May 2017, Thursday, at 9:00. The shareholders participating in this Meeting shall be able to watch the Meeting, vote using electronic means throughout the Meeting (by rising hand or providing verbal response) on each of the draft resolutions prepared in respect to the items on the agenda of the Meeting and address the Meeting at the time determined by the chairman of the Meeting. The exact procedure of electronic participation in the Meeting is established by the resolution of the Management Board, which is available in the same places where the draft resolutions are made available.
Meeting agenda. The Supervisory Board determined the following agenda of the Meeting:
1. Increase of the number of the management board members.
2. Approval of the new wording of the Statutes.
Availability of draft resolutions. Draft resolutions of the Meeting as well as draft Statutes of the Company are attached hereto and are also available for examination on the website of the Company at www.cityservice.eu. Shareholders can also examine the draft resolutions of the Meeting as well as draft Statutes of the Company during business hours from 09:00 till 12:00 every working day until the Meeting at the following addresses: in Lithuania – the Company’s Vilnius office at Gynėjų str. 16, Vilnius, the Republic of Lithuania; in Estonia – the office of law firm VARUL, Ahtri 6a, 10151 Tallinn, the Republic of Estonia. The minutes of the Meeting shall be made accessible to the shareholders after seven days following the Meeting day at the Company’s website.
Eligibility of shareholders. The total number of the Company’s shares and the number of shares granting voting rights during the Meeting is the same and amounts to 31,610,000. ISIN code of the Company’s shares is EE3100126368. The list of shareholders entitled to take part in the Meeting shall be determined as at 23:59 on 27 April 2017.
Representation of shareholders. The shareholders will have to submit the following documents for the registration as participants of the Meeting:
1. Shareholders (natural persons): his/her identity document (passport or ID card).
2. Representatives of shareholders (natural persons): his/her identity document (passport or ID card) and a duly signed written power of attorney issued by the shareholder.
3. Representatives of shareholders (legal persons): in case of representation by law – certified extract (or other similar document) from relevant commercial registry of the country where the legal person is registered providing information on a right of representation and identity document of the representative (passport or ID card); in case of authorized representation – certified extract mentioned above, identity document of the representative (passport or ID card) and a written power of attorney duly issued by the legal representative of the shareholder.
4. Shareholders whose shares are held through the nominee accounts: his/her identity document (passport or ID card) and a duly signed written power of attorney issued by the holder of the nominee account opened with the Estonian central depository for securities indicating the number of shares owned by the shareholder.
Please be informed that shareholders, who are entitled to participate at the Meeting, can authorize by electronic means a natural or legal person to attend and vote on behalf of them at the Meeting. Power of attorney that is digitally signed by the shareholder must be submitted via e-mail to matas.likauskas@cityservice.eu not later than by 3 May 2017 (17:00).
At the Meeting the authorized person shall have the same rights as a represented shareholder, unless the authorized person’s rights are limited by the power of attorney or by law. Documents issued in a foreign country must be translated either into English, Lithuanian or Estonian and legalized in the manner established by the law.
Voting by general ballot paper. A shareholder or his proxy may vote in writing by filling in a general ballot paper, in such a case the requirement to deliver a personal identity document does not apply. The form of a general ballot paper is presented on the Company’s website. Upon a shareholder’s request, the Company shall send the general ballot paper to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the Meeting free of charge. If the person who had completed the general ballot paper is not a shareholder, the completed general ballot paper must be accompanied by a document confirming the right to vote. The duly completed general ballot paper should be sent by e-mail to matas.likauskas@cityservice.eu or delivered directly to the Company’s Vilnius office at Gynėjų str. 16, Vilnius, the Republic of Lithuania, not later than by 3 May 2017 (17:00). The Company reserves the right not to include the shareholder’s vote, if the general ballot paper does not meet the requirements of paragraphs 5.8 and 5.9 of the Statutes of the Company or if the general ballot paper is written in a way that it is impossible to establish shareholder’s will on a separate issue.
Right to supplement agenda. Please be informed that shareholders whose shares represent at least 1/20 of the share capital of the Company may demand inclusion of additional issues on the agenda of the Meeting if the respective demand has been submitted in writing or by e-mail to matas.likauskas@cityservice.eu no later than by 18 April 2017 (17:00). Shareholders whose shares represent at least 1/20 of the share capital of the Company may submit to the Company draft resolutions in respect to each item on the agenda in writing or by e-mail to matas.likauskas@cityservice.eu by 1 May 2017 (17:00).
Right to receive information. Shareholders will have the right to receive information about the activities of the Company at the Meeting. Questions may be submitted before the Meeting by e-mail to matas.likauskas@cityservice.eu or delivered directly to the Company’s Vilnius office at Gynėjų str. 16, Vilnius, the Republic of Lithuania. Please be informed that the management may refuse to answer the shareholder’s questions if it can significantly damage the interests of the Company.
Additional information is provided by tel.: +370 5 239 4900 and on the website www.cityservice.eu.
Vilius Mackonis
Director of Marketing and Communication Department
