Vilnius, Lithuania, 2016-01-21 16:53 CET (GLOBE NEWSWIRE) --
By the decision of UAB „Orion Asset Management“, code: 111707985, office address: A.Tumėno g. 4 (hereinafter – Management Company), Vilnius, extraordinary shareholders meeting shall be convened of IKKB „OMX Baltic Fund“, code: 111713358, office address: A.Tumėno g. 4, Vilnius (hereinafter – „the Company“). The meeting of shareholders will take place at the Management Company‘s registered office on 11 February 2016. Meeting record date: 5 February 2016.
The right to participate in the meeting and to vote may be exercised only by those who are registered as shareholders or other persons mandated by shareholders, or other persons who has the right to vote according to the agreement between the parties.
A. Agenda of the meeting:
Agenda for the meeting:
1. Election of new members of the Supervisory Board;
2. Approval of the Company‘s financial statements for the years 2013, 2014;
3. Amendments of the Company‘s Articles of Association due to EUR changeover process.
B. Drafts decisions
1. New members of the Supervisor Board for 4 years period shall be:
Benas Poderis, who is the head of the Investment Funds Center of UAB „Orion Asset Management“. Moreover, he is Fund manager of „Orion Alternative Energy Fund“. Benas has obtained a Master degree from Vilnius University Faculty of Law, previously worked at AB SEB bank, Tark Grunte Sutkiene;
Mykantas Urba, who is chartered financial analyst (CFA), obtained Bachelor degree from Stockholm School of Economics in Riga, also Master degree from Erasmus School of Economics. Currently, he works as the head of corporate finance division at UAB FMĮ „Orion Securities“, Mykantas has more than 8 years experience in the corporate finance field;
Linas Garbaravičius, currently works as Chairman of the Management Board of UAB „East Europe Investment Group, and he also is a director of this legal entity. Moreover Linas is a member of UAB FMĮ „Orion Securities“ Management Board. He obtained Bachelor degree in economics from Vytauto Didžiojo University, also he holds Master degree from Mykolas Romeris University Faculty of Law.
2. To approve the audited Company‘s financial statements for the 2013, 2014 years.
3. To approve amendments of the Company‘s Articles of Association made due to EUR changeover process, also obligate and mandate Management Company to make amendments of Company‘s Articles of Association (e.g. to change all references expressed in LTL into EUR) and to sign new Articles of Association of the Company).
C. Voting procedure
Initiator of shareholders meeting does not allow to participate and vote in the meeting through electronic communication instruments. Draft decisions, agenda of the meeting, documents which will be submitted to
the meeting and the information related with shareholders subjective rights, shall be published on the website at www.am.orion.lt. Select general menu, column on the left „Funds management“, item „OMX Baltic Benchmark Fund“. Also, this specific information for shareholders is available at the Management Company office, on working days from 11.00 until 12.00 and from 14.00 until 16.00.
By registering to participate at the meeting, shareholders or other persons mandated by shareholders must provide identification cards. Persons mandated by shareholders must present mandate (power of attorney). Mandate which was issued by natural person, must be approved by notary. Mandate which was issued in a foreign country must be translated into Lithuanian language and legalized according to the legislation. Mandated person can be authorized by more than one shareholder and can vote separate due to indication of the shareholder.
Shareholder can mandate natural or legal person to participate and vote in the name of shareholder at the meeting via electronically means of communications. There is no obligation to approve such mandate by notary.
Mandate which was issued using electronic communication instruments must be confirmed by shareholder electronic signature (using certified software) which one is confirmed as safe. Shareholder must inform initiator of the meeting about mandate which was issued using electronic communication instruments by email, this information must be sent to oam@orion.lt, no later than one day before shareholders meeting 04.00 pm.
Mandate and notification must be of the written form. Mandate and notification must be signed by shareholder’s electronic signature (not only the email should be signed). Shareholder which provides notification must indicate internet address where software which may be used to inspect the validity of electronic signature can be downloaded.
There is no specific form of mandate approved.
Shareholder or other mandated person can vote by correspondence (filling and signing voting ballot).
If shareholder requires, initiator of the meeting must send general voting ballot by registered mail or personally serve it, no later than 10 days before shareholders meeting. General voting ballot must be signed by shareholder or other mandated person. If ballot was signed by mandated person, additional document proving the right to vote must be attached.
Filled and signed general voting ballot must be submitted to the initiator of the meeting. It must be sent by registered mail or presented directly. Completed ballot will have power only if it will be received until shareholders meeting.
On the website www.an.orion.lt, column on the left „Funds management“, item „OMX Baltic Benchmark Fund“, „News“ shall be indicated following information:
- Notification about shareholders meeting;
- Drafts of the decisions due to agenda issues and other related documents which will be submitted to the meeting;
- General voting ballot.
D. Procedure of submission of questions and sumplements of agenda
Shareholders whose shares are carrying voting rights at least 1/20 of the all votes, has the right to propose to add items to the agenda of the meeting. In order to supplement the agenda, shareholders must draft the project of decision due to additional proposals. When there is no obligation to take a decision, shareholders
must draft the project of clarification. Proposals of the agenda must be submitted in written or must be e-mailed. Proposals which are submitted on paper must be presented on working days to the initiator office or must be sent by registered mail. Proposals which are submitted by email must be sent to oam@orion.lt. Proposals must be presented no later than 14 days until shareholders meeting, i.e. until 28 January 2016. If agenda of the meeting will be supplemented, all modification that was made by initiator, will be notified no later than 10 days before shareholders meeting in the same way as this notification regarding shareholders meeting.
Shareholders whose shares are carrying voting rights at least 1/20 of the all votes, have the right to propose new projects of decisions, which are included in the agenda of the meeting. Proposals must be submitted on paper or must be e-mailed.
Proposals which are submitted on paper must be presented until 09.00 am to the initiator office or can be sent by registered mail. Proposals which are submitted on paper can be presented to the chairman of the meeting after the announcement of agenda, but no later than before shareholders will start to consider issues which are indicated in the agenda. Proposals which are submitted by email must be sent to oam@orion.lt. Shareholders meeting will considerate all decisions projects proposals (due to questions indicated in the agenda) which would be sent no later than on 11 February 2016, 09.00 am.
Shareholders have the right to submit additional questions regarding the item included in the agenda of the meeting. Questions submitted on paper must be presented to the initiator office or must be sent to oam@orion.lt, no later than 3 working days before shareholders meeting.
Annex.
1. General voting ballot.
2. Audited Company‘s financial statements for the 2013 years.
3. Audited Company‘s financial statements for the 2014 years.
Respectfully,
UAB “Orion Asset Management”
Managing director
Ramūnas Baranauskas
