Notice on the convened Extraordinary General Meeting of Shareholders of AB Klaipėdos nafta
01 December 2023 - 12:00AM
Notice on the convened Extraordinary General Meeting of
Shareholders of AB Klaipėdos nafta
We hereby inform you that on the initiative and
by the decision of the Board of AB Klaipėdos nafta, legal entity
code 110648893, registered address at Burių str. 19, Klaipėda
(hereinafter – the Company), an Extraordinary General Meeting of
Shareholders of the Company was convened on 30 November 2023 at
1:00 p.m. The meeting was held in the administrative premises of
the Company at J. Janonio str. 6B, Klaipėda.
Extraordinary General Meeting of Shareholders of
the Company, held on 30 November 2023, adopted the following
resolutions:
1.
Regarding the approval of the amended Articles of
Association of the Company:
1.1. To amend the Articles of Association
of the Company, presenting them as a new wording (enclosed).
1.2. To authorize (with the right to delegate
the authority) the Chief Executive Officer of the Company to sign
the new wording of the Articles of Association of the Company, to
present it for notary approval, to present it for registration with
the Registry of Legal Entities and to perform other related
actions.
2.
Regarding the approval of the amended Remuneration policy
of the Company:
2.1. To approve the amended Remuneration
Policy of the Company” (enclosed).
2.2. Amended Remuneration Policy of the
Company comes into force from the date of Articles of Association
of the Company registration in the Registry of Legal Entities. The
Company shall pay the VAT invoices within 30 days as of receipt of
the VAT invoices.
3.
Regarding the approval of the amended Corporate Governance
Policy of the Company:
3.1. To approve the amended Corporate
Governance Policy of the Company.
3.2. Amended Corporate Governance Policy
of the Company comes into force from the date of Articles of
Association of the Company registration in the Registry of Legal
Entities.
4.
Regarding the activities of the audit committee members and
the audit committee of the Company:
4.1. To establish that the members of the
audit committee of the Company Šarūnas Radavičius, Robertas
Vyšniauskas and Mantas Šukevičius elected by the decisions of the
Supervisory Council of the Company adopted in meetings held on
November 24th, 2022, and February 23rd, 2023, will continue to
perform their functions (and the contracts concluded with them
regarding activities in the audit committee and the established
remuneration shall be valid) until the end of the term of office of
the Supervisory Council of the Company;
4.2. To establish that the procedure for
establishing the audit committee of the Company, the number and
composition of its members, the period of membership in the audit
committee, the procedure for electing the chairman of the audit
committee, the rights and duties of the audit committee, the
organization of meetings, decision-making and other matters of
organizing the activities of the audit committee shall be
determined by the Supervisory Council of the Company decision of
November 24th, 2022 No. J2-9 approved regulations of the audit
committee of the Company;
4.3. To determine that when concluding
contracts with the Company members of the audit committee Šarūnas
Radavičius, Robertas Vyšniauskas and Mantas Šukevičius, the 2018
resolution of the Supervisory Council of the Company of July 27
decision no. J2-4 approved standard contract regarding the
activities of a member of the audit committee of the Company was
valid;
4.4. It is established that the decisions
provided for in above points 4.1-4.3 come into force if the new
version of the articles of association of the Company is approved
at this general meeting of shareholders, which stipulates that the
decisions on the composition of the audit committee and the
approval of the regulations of the audit committee activities are
taken by the general meeting of shareholders, and when these new
versions of the articles of association of the Company are
registered in the Register of Legal Entities.
Enclosed:
- Articles of Association of the Company
- Remuneration policy of the Company
- Corporate Governance Policy of the Company
Vaidotas Dirmeikis, Acting Chief Financial
Officer, +370 46 391 772
- 1_Annex No 1_ AoA of the Company
- 2_Annex No 2_ Remuneration Policy of the Company
- 3_Annex No 3_Corporate Governance policy of the Company
amended
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