Covening of Extraordinary General Meeting of Shareholders
On the initiative and following the resolution of the Board of PST Group AB (address of registered office P. Puzino Str. 1, Panevėžys, Lithuania, company code 147732969, hereinafter, the “Company”), the Extraordinary General Meeting of Shareholders of the Company is convened on 30th June 2025.
The place of the meeting shall be PST Group AB at P. Puzino Str. 1, Panevėžys, the Republic of Lithuania.
The beginning of the meeting shall be at 10:00 (registration shall start at 9:30).
The accounting day shall be 20 th June 2025 (only the persons who are the shareholders of the Company at the end of the accounting day of the Extraordinary General Meeting of Shareholders, or the persons who are proxies for them, or the persons with whom an agreement on the transfer of voting rights is concluded, have the right to participate and vote at the Extraordinary General Meeting of Shareholders).
The Agenda of the Meeting shall be as follows:
1) Delisting of shares of the Company from trading on the regulated market AB Nasdaq Vilnius.
2) Authorizing the manager of the Company.
The Company shall not provide any possibilities to participate in and vote at the meeting using any means of electronic communication.
Draft resolutions on the items of the agenda, any documents to be presented to the Extraordinary General Meeting of Shareholders and any information related to realization of the shareholders’ rights shall be published on the website of the Company at www.pst.lt under the menu item Investors not later than 21 days before the meeting date. The shareholders shall also be granted access to the information thereof at the secretary’s office at the headquarters of the Company (P. Puzino Str. 1, Panevėžys) from 7:30 till 16:30. The telephone number for inquiries: +370 618 21360.
The shareholders who hold shares carrying at least 1/20 of all votes may propose additional items to be included in the agenda and present a draft resolution of the Extraordinary General Meeting of Shareholders for each proposed additional agenda item or, in case no resolution has to be adopted, give an explanation. Any proposals for additional items on the agenda shall be submitted in writing or by e-mail. The proposals in writing are to be delivered to the secretary’s office at or sent by registered mail to the following address: PST Group AB, P. Puzino Str. 1, LT- 35173, Panevėžys. The proposals by e-mail are to be sent to the following e-mail address pst@pst.lt.
Any proposals for additional items on the agenda may be presented not later than 14 days before the date of the Extraordinary General Meeting of Shareholders. In the event new items are added to the meeting agenda, not later than 10 days before the meeting date the Company shall inform about the additions thereof using the same means as have been used for convening the meeting. The shareholders who hold shares carrying at least 1/20 of all votes may propose new draft resolutions on the items that are on or to be included in the agenda. The proposals thereof may be presented in writing or by e-mail.
The proposals in writing may be delivered (on business days) to the secretary’s office in the Company or sent by registered mail to PST Group AB, at P. Puzino Str. 1, LT-35173, Panevėžys. The proposals presented in writing shall be discussed during the meeting provided they have been received at the Company before the meeting date. Any proposals in writing may be presented during the meeting after the chairman of the meeting reads the agenda out but not later that the meeting starts working on the agenda items. Any proposals delivered by e-mail are to be sent to pst@pst.lt. The proposals received at the e-mail address thereof before 30th June 2025 shall be discussed during the meeting.
Taking into consideration that in the general meeting of shareholders being convened it is intended to consider the issue regarding delisting of shares of the Company from trading on the regulated market AB Nasdaq Vilnius, as well as the considerations, indicated in the notification of the Board of the Company about the intention to delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius (it shall be announced by the Company by separate notification on material event), the Board of the Company recommends to its shareholders, who intend to vote “for” the decision do delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius, to provide their draft resolutions on the items of the agenda not later than on 5th June 2025 including in them, among other things, possible indication regarding the price of the tender offer aimed at delisting the shares of the Company from trading on regulated market AB Nasdaq Vilnius. After the Company receives such draft decisions (if any), they will be announced following the order established in the applicable legal acts.
The shareholders are entitled to present their questions related to the agenda items to the Company in advance. The questions may be sent by the shareholders by e-mail to pst@pst.lt not later than 3 business days before the meeting date. The Company shall answer the questions thereof by e-mail before the meeting. The Company shall not deliver the answer to any question of the shareholders in person provided the relevant information is published on the website of the Company at http://www.pst.lt.
When registering to participate in the meeting, the shareholders or their proxies shall present a document which is a proof of their personal identity. The proxies to the shareholders are to present their proxies certified following a prescribed procedure. The proxy issued by a natural person has to be certified by a Notary Public. The proxy issued in a foreign country has to be translated into Lithuanian and legalized following the procedure prescribed by law. The proxy may be given the authority by more than one shareholder and vote in a different manner based on the instructions given by each shareholder. The Company has no special form for the proxy.
The shareholder may, using the means of electronic communications, authorize some other natural or legal person to participate and vote at the meeting on behalf of the shareholder. Such proxy requires no certification by a Notary Public. The proxy issued by the means of electronic communications is to be certified by the electronic signature of the shareholder created using any safe electronic signature software and attested by the qualified certificate valid in the Republic of Lithuania. Both the proxy and the notification are to be in writing. The shareholder shall notify the Company about the proxy issued by the means of electronic communications by e-mail to pst@pst.lt not later than at 16:00 on the last business day before the meeting date. The electronic signature shall be affixed to the proxy and the notification, but not to the letter sent by e-mail. When sending the notification to the Company, the shareholder shall refer to the internet address to be used for the purpose of free downloading of electronic signature verification software. In case the shares held by the shareholder are kept on a few securities accounts, the shareholder may authorize separate proxies to participate and vote at the Extraordinary General Meeting of Shareholders in accordance with the rights carried by the shares kept in each securities account. In that case any instructions given by the shareholder shall be valid only for one Extraordinary General Meeting of Shareholders.
The shareholder who holds the shares of the Company acquired in his name, however for the interests of other persons, before voting at the Extraordinary General Meeting of Shareholders shall disclose to the Company the identity of the end client, the number of voting shares and the content of given voting instructions or any other explanation related to the participation and voting at the Extraordinary General Meeting of Shareholders agreed with the client. The shareholder may vote in a different manner using one part of his shares carrying votes and the other part of shares carrying votes.
The shareholder or his proxy may vote in advance in writing by filling in the general ballot paper. Not later than 21 days before the meeting date the form of the general ballot paper shall be published on the website of the Company at http://www.pst.lt under the menu item Investors. In case the shareholder submits a written request, not later than 10 days before the meeting date the Company shall send a general ballot paper by registered mail or deliver it in person against signature. The filled-in general ballot paper is to be signed by the shareholder or his proxy. In case the general ballot paper is signed by the proxy, the document validating the voting right shall be attached to it. The filled in general ballot paper with the attached documents (if applicable) shall be delivered to the Company by registered mail at PST Group AB, P. Puzino Str. 1, LT-35173, Panevėžys, to the secretary’s office not later than the last business day before the meeting date.
The following information and documents shall be published on the website of the Company at http://www.pst.lt under the menu item Investors throughout the entire period starting not later than 21 days before the meeting date:
• the notice of convening the meeting;
• the total number of Company shares and the number of voting shares as of the date of convening the meeting;
• the draft resolutions on the items of the agenda and any other documents to be presented to the meeting;
• the form of a general ballot paper.
For more information contact:
Tomas Stukas
Managing Director
PST Group AB
Phone: +370 618 21360
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