On the initiative and decision of the Management Board of AB “Sanitas”, the identification code 1341 36296, registered seat at Veiveriu str. 134 B, LT-46352, Kaunas (“the Company”), on September 7, 2011 at 2 p.m. Extraordinary General Shareholders Meeting is being convoked. It will take place at AB “Sanitas” Vilnius office (J. Jasinskio str. 16 B, Vilnius, 6th floor). Registration of the shareholders will start at 1:30 p.m. Only the persons who are the shareholders of the Company at the end of the accounting day of the Extraordinary General Shareholders Meeting (August 31, 2011) are entitled to participate and to vote at the General Shareholders Meeting.
Agenda includes:
1. Election of the new members of the Management Board of the Company for the new term of office of 2011 – 2015.
2. Election of the new members of the Audit Committee of the Company for the new term of office of 2011 – 2015.
The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are available at the registered seat of the Company during working hours.
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision – explanation of the shareholder. Proposal to supplement the agenda is submitted in writing by registered mail or delivered in person against signature. The agenda is supplemented if the proposal is received no later than 14 days before the General Shareholders Meeting; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders Meeting (in writing, by registered mail or delivered in person against signature) or in writing during the General Shareholders Meeting; (iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing by registered mail or delivered in person against signature.
Shareholder participating at the General Shareholders Meeting and having the right to vote must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder’s behalf at the General Shareholders Meeting. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the General Shareholders Meeting. Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the General Shareholders Meeting. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The power of attorney issued by means of electronic communications and notice about it must be written and submitted to the Company by means of electronic communications (by fax.: + 370 37 22 36 96).
Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. The form of general voting bulletin is presented at the Company‘s webpage www.sanitasgroup.com. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if authorized person is voting. The filled general voting bulletin must be delivered to the Company by means of electronic communications (by fax.: + 370 37 22 36 96), registered mail or in person against signature no later than before commencement of registration of the shareholders.
Information related with the convened General Shareholders Meeting (notice on convocation of General Shareholders Meeting, information about Company‘s shares, draft resolution, etc.) are available at AB „Sanitas“ webpage www.sanitasgroup.com.
Draft resolutions of Extraordinary General Shareholders Meeting
Management Board of AB „Sanitas“, company‘s identification code 1341 36296, official seat Veiveriu str. 134 B, LT-46352 Kaunas (hereinafter referred as), proposed draft resolutions of the Extraordinary General Shareholders Meeting to be held on September 7, 2011:
1. Election of the new members of the Management Board of the Company for the new term of office of 2011 – 2015.
Draft resolution proposed to the General Shareholders Meeting:
1.1. To elect the following persons to the Management Board of the Company for the new term of office of 2011 – 2015:
1.1.1. Mariusz Gajowniczek;
1.1.2. Marcin Jedrzejuk;
1.1.3. Seana-Lyn Carson;
1.1.4. Tadeusz Pietrasz;
1.1.5. Robert Roswell Chai-Onn.
2. Election of the new members of the Audit Committee of the Company for the new term of office of 2011 – 2015.
Draft resolution proposed to the General Shareholders Meeting:
2.1. To elect the following persons to the Audit Committee of the Company for the new term of office of 2011 – 2015:
2.1.1. Marcin Jedrzejuk;
2.1.2. Seana-Lyn Carson;
2.1.3. Aidas Galubickas (independent member).
A person authorised to provide additional information:
Legal and Corporate Affairs Director Ruta Milkuviene, phone number: +370 (37) 22 67 25.