CITYSERV (CTS): Notice on Calling an Extraordinary General Meeting of Shareholders of City Service SE - raport 6
UNI - EN REPORT No
6
/
2018
UNI - EN REPORT No6/2018
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 of the Company.
Meeting date and time. The date of the Meeting is 16 November 2018, Thursday; time – 09:00, registration starts at 08:30.
Meeting place. The Meeting shall take place at the Vilnius office of the Company, at Ozo st. 12A, Vilnius, the Republic of Lithuania (Business Center “Technopolis”, the 6th floor).
Meeting agenda. The Supervisory Board determined the following agenda of the Meeting:
1. Approval of the audit firm for the performance of the audit of the Company’s and the Company’s set of consolidated financial statements for the year 2018, 2019, 2020 and for the evaluation of the Company’s consolidated annual reports for the year 2018, 2019, 2020.
2. Establishment of the payment conditions for the audit services.
Availability of draft resolutions. Draft resolutions of the Meeting (including on distribution of profit) as well as auditor’s report, annual report and consolidated financial statements 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 and other mentioned documents 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 Ozo str. 12A, Vilnius, the Republic of Lithuania; in Estonia – the office of law firm NJORD Advokaadibüroo, Veerenni 24 D, 10135 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 09 November 2018.
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 13 November 2018 (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 Ozo str. 12A, Vilnius, the Republic of Lithuania, not later than by 13 November 2018 (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 1 November 2018 (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 12 November 2018 (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 Ozo str. 12A, 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.
