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Notice on Convocation of the ordinary General Meeting of Shareholders of NEO Finance, AB on 13 January 2020 2019-12-19

Notice on Convocation of the ordinary General Meeting of Shareholders of NEO Finance, AB on 13 January 2020

NEO Finance, AB
General meeting of shareholders

On the initiative and by the decision of the Board of NEO Finance, AB (code 303225546, address Verkių st. 25C-1, Vilnius, hereinafter - the Company) the ordinary general meeting of shareholders of the Company is being convened on 13 January 2020, at 10.00 a.m.

The meeting address: Kalvarijų st. 137E, Vilnius.
The registration of the shareholders begins at 9.30 a.m.
The record date of the meeting shall be 6 January 2020.
Only those persons who will be shareholders of the Company at the close of the record date of the general meeting of shareholders may participate and vote at the general meeting of shareholders.

Agenda of the Meeting:
1.  Regarding registration of NEO Finance, AB new registered office.
2. Regarding the change of the corporate governance structure by abolishing the Supervisory Board and revoking all its members.

The draft decisions of the General Meeting of Shareholders:
1. Regarding registration of NEO Finance, AB new registered office.
1.1. To change NEO Finance, AB registered office address from Verkių 25C-1, Vilnius, Republic of Lithuania to A. Vivulskio g. 7, Vilnius, Republic of Lithuania.
1.2. To mandate the Head of Administration the Company or a person authorized by him/her to sign all necessary documents and to perform all necessary actions in order to register new registered office of the Company.
2. Regarding the change of the corporate governance structure by abolishing the Supervisory Board and revoking all its members.
2.1. To abolish the Supervisory Board from 2020 January 20.
2.2. To revoke Antanas Danys, a member of the Supervisory Board, from office from 2020 January 20. 
2.3. To revoke Marius Laurinaitis, a member of the Supervisory Board, from office from 2020 January 20.
2.4. To revoke Vytautas Bučiūnas, a member of the Supervisory Board, from office from 2020 January 20.
2.5. To revoke Maurice Beckand Verwee, a member of the Supervisory Board, from office from 2020 January 20.
2.6. To change the management structure of the Company, stating that from 2020 January 20 the management structure of the Company will consist of the following organs of the Company: (i) the General Meeting of Shareholders; (ii) the Board of Directors; one-person management body of the Company - director (head of administration).
2.7. To mandate the Head of Administration of the Company or his duly authorized person to perform all actions necessary for the dissolution of the Company's Supervisory Board, removal of members of the Company's Supervisory Board and registration of the new Articles of Association in the Register of Legal Entities, including but not limited preparation, signing and submission of the necessary documents to the Register of Legal Entities of the Republic of Lithuania, notaries and other institutions and other related actions.

Other important information:

Shareholders of the Company shall have a right to participate and vote at the general meeting of shareholders personally or by power of attorney, or represented by the person with whom an agreement on the transfer of voting rights is concluded.
A person attending the general meeting of shareholders and having a voting right must provide a person’s identification document. A person who is not a shareholder must additionally provide a document confirming his/her right to vote at the general meeting of shareholders.
Each shareholder shall have a right in the manner established by the laws to authorise other (natural or legal) person to attend and vote at the general meeting of shareholders on his/her behalf. 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, unless the authorized person’s rights are limited by the power of attorney or by laws. The authorized person must provide a power of attorney certified in the manner established by laws. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by laws.
The Company does not establish special form of power of attorney.
A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the general ballot paper. Upon a shareholder’s request, the Company, not later than 10 days before the general meeting, shall send the general ballot paper by registered mail free of charge. The general ballot paper is also provided on the Company’s websites at www.paskoluklubas.lt. and www.neofinance.com. The filled-in general ballot paper and the document confirming the voting right (if any) must be submitted to the Company sending by registered mail or providing them against signature at the address of the registered office of the Company indicated in the notice and received by the Company not later than on the last business day until the meeting.
The Company is not providing the possibility to attend and vote at the general meeting of shareholders through electronic means of communication.
The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the meeting, including notification on convocation of the meeting, information about the total number of the Company’s shares and the number of shares granting voting rights during the general meeting of shareholders, 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 NEO Finance, AB, at the address Verkių st. 25C-1, Vilnius.

Aiva Remeikienė
Head of Administration
E. aiva@neofinance.com

Voting ballot can be found here (Nasdaq profile)

published:
2020-03-31
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