Notice on Calling the Annual General Meeting of Shareholders of City Service SE
The Annual General Meeting of Shareholders (hereinafter the Meeting) of City Service SE (Societas Europaea), corporate ID code: 12827710, registered address: Narva mnt 5, Tallinn, Harju county, 10117, Republic of Estonia (hereinafter the Company), is convened by the Management Board of the Company.
Date and time of the Meeting. The date of the Meeting is 21 June 2023, Wednesday; time – 09:00, registration starts at 08:30.
Place of the Meeting.Electronic voting. The Meeting shall take place at Marati 5/2, Põhjala Tehas, Superstuudio building´s 3rd floor meeting room, Tallinn, Estonia. The meeting will be broadcasted at and you can participate in it according to article 5.5 of the Articles of Association using electronic means at the Vilnius office of the Company at Ozo st. 12A-1, Vilnius, Lithuania ("Technopolis" business center, on the 6th floor of the "Penta" building) by identifying yourself and voting in it according to the procedure established by the management board of the Company.
Agenda of the Meeting. The Supervisory Board prepared the following agenda of the Meeting:
Presentation of the consolidated annual report of the Company for 2022 to the shareholders.
Presentation of the auditor’s report of the Company to the shareholders.
Approval of the set of consolidated annual financial statements of the Company for 2022.
Distribution of profit (loss) of the Company of 2022.
Election of the new Supervisory Board members.
Availability of draft resolutions. Draft resolutions of the Meeting (including, on distribution of profit) as well as the auditor’s report, the annual report and the consolidated financial statements are available for familiarisation on the website of the Company at www.cityservice.eu. Shareholders can also examine the draft resolutions of the Meeting and other mentioned documents during business hours from 09:00 till 12:00 each working day until the day of the Meeting at the following addresses: in Lithuania – the Company’s Vilnius office at Ozo g. 12A, Vilnius, Republic of Lithuania; in Estonia – upon prior agreement at the office of law firm TECH x LEGAL Advokaadibüroo OÜ, address Marati tn 5/2, Põhjala Tehas, Superstuudio, Tallinn, Harju county, 11712, Republic of Estonia. The minutes of the Meeting shall be made available to the shareholders after seven days following the Meeting, on the Company’s website.
Eligibility of shareholders. The total number of the Company’s shares and the number of shares granting voting rights during the Meeting is the same and amounts to 31,610,000. The ISIN code of the Company’s shares is EE3100126368. The list of shareholders entitled to participate in the Meeting shall be determined as at 23:59 on 14 June 2023.
Representation of shareholders. The shareholders will have to submit the following documents for the registration as participants of the Meeting:
1. Shareholders (natural persons): identity document (passport or ID card).
2. Representatives of shareholders (natural persons): an identity document (passport or ID card) and a duly signed written power of attorney issued by the shareholder.
3. Representatives of shareholders (legal persons): in case of representation by law – a certified extract (or other similar document) from relevant commercial registry of the country where the legal person is registered, providing information on a right of representation, and an identity document of the representative (passport or ID card); in case of authorized representation – a certified extract mentioned above, an identity document of the representative (passport or ID card) and a written power of attorney duly issued by the legal representative of the shareholder.
4. Shareholders whose shares are held through nominee accounts: an identity document (passport or ID card) and a duly signed written power of attorney issued by the holder of the nominee account opened with the Estonian central depository for securities indicating the number of shares owned by the shareholder.
Please be advised that the shareholders, who are entitled to participate in the Meeting can authorize by electronic means a natural or legal person to attend and vote on behalf of them at the Meeting. The power of attorney that is digitally signed by the shareholder must be submitted via e-mail to email@example.com no later than by 16 June 2023 (17:00).
At the Meeting, the authorised person shall have the same rights as a represented shareholder, unless the authorised person’s rights are limited by the power of attorney or by law. Documents issued in a foreign country must be translated either into English, Lithuanian or Estonian and legalised in the manner established by the law.
Voting by general ballot paper. A shareholder or his/her proxy may vote in writing by filling in a general ballot paper, in such a case the requirement to deliver a personal identity document shall not apply. The form of a general ballot paper is available on the Company’s website. Upon a shareholder’s request, the Company shall send the general ballot paper to the requesting shareholder by registered mail or shall deliver it in person against signature confirmation of receipt no later than 10 days prior to the Meeting free of charge. If the person who had completed the general ballot paper is not a shareholder, the completed general ballot paper must be accompanied by a document confirming the right to vote. The duly completed general ballot paper should be sent via e-mail to firstname.lastname@example.org or delivered directly to the Company’s Vilnius office at Ozo g. 12A, Vilnius, the Republic of Lithuania, not later than by 19 June 2023 (17:00). The Company reserves the right not to count the shareholder’s vote, if the general ballot paper does not meet the requirements of paragraphs 5.8 and 5.9 of the Statutes of the Company or if the general ballot paper is written in a way that it is impossible to establish shareholder’s will on a separate issue.
Right to supplement the agenda. Please be informed that the shareholders whose shares represent at least 1/20 of the share capital of the Company may demand inclusion of additional issues on the agenda of the Meeting if the respective demand has been submitted in writing or via e-mail to email@example.com no later than by 6 June 2023 (17:00). Shareholders whose shares represent at least 1/20 of the share capital of the Company may submit to the Company draft resolutions in respect to each item on the agenda in writing or via e-mail to firstname.lastname@example.org by 19 June 2023 (17:00).
Right to receive information. Shareholders will have the right to receive information about the activities of the Company at the Meeting. Questions may be submitted before the Meeting via e-mail to email@example.com or delivered directly to the Company’s Vilnius office at Ozo g. 12A, Vilnius, the Republic of Lithuania. Please be informed that the management may refuse to answer the shareholder’s questions if it can significantly damage the interests of the Company.
Additional information is provided by tel.: +370 5 239 4900 and on the website www.cityservice.eu.