Market announcement

Title

Notice on Calling an Ordinary General Meeting of Shareholders of the Company

Message

Vilnius, Lithuania, 2016-04-29 - The Ordinary 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, the Republic of Estonia (hereinafter, the Company), is convened by the Management Board.

The date of the Meeting is 23 May 2016, Monday; time – 09:00; place – Gynej4 str. 16, Vilnius, the Republic of Lithuania (Business Center “VERTAS”, the 11th floor). Registration starts at 08:30.

The Supervisory Board determined the following agenda of the Meeting:
1.On presentation of the consolidated annual report of the Company for 2015 to the shareholders.
2.On presentation of the auditor’s report of the Company to the shareholders.
3.On approval of the set of consolidated annual financial statements of the Company for 2015.
4.On distribution of profit (loss) of the Company of 2015.
5.The acquisition of own shares. 

Draft resolutions of the Meeting, annual report, auditor’s report, proposal to distribute profit are attached hereto and also available for examination on the website of the Company at www.cityservice.eu. Shareholders can also examine the draft resolutions of the Meeting and related documents during business hours from 09:00 till 12:00 every working day until the Meeting at the following addresses: in Lithuania – the Company’s Vilnius office at Gynej4 str. 16, Vilnius, the Republic of Lithuania; in Estonia – the office of the NJORD law firm, Veerenni 24-D, Tallinn, the Republic of Estonia. The minutes shall be made accessible to the shareholders after seven days after the end of the Meeting at Company’s website.

The list of shareholders entitled to take part in the Meeting shall be determined as at 23:59 on 16 May 2016.

The shareholders will have to submit the following documents for the registration as participants of the Meeting:

1. Shareholders (natural persons): his/her identity document (passport or ID card).

2. Representatives of shareholders (natural persons): his/her 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 – 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 identity document of the representative (passport or ID card); in case of authorized representation – certified extract mentioned above, 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 the nominee accounts: his/her 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. For the purpose of clarification, please note that:

4.1. Shareholders should contact the intermediary who held the shares of AB “City Service” prior to completion of cross-border merger (also in the case when the shares are accounted in the nominee accounts through the chain of intermediaries (custodians)) for the issuance of the mentioned power of attorney.

4.2. Those shareholders who had not selected intermediaries (custodians) for accounting their shares held in AB “City Service” prior to cross-border merger and whose shares were accounted by the intermediary selected by AB “City Service” (i.e. “Swedbank”, AB), should contact Central Securities Depository of Lithuania for the issuance of the mentioned power of attorney.

Please be informed that shareholders, who are entitled to participate at the Meeting, can authorize by electronic means a natural or legal person to attend and vote on behalf of them at the Meeting. Power of attorney that is digitally signed by the shareholder must be submitted via e-mail to [email protected] not later than by 20 May 2016 (17:00).
  
The authorized person at the Meeting shall have the same rights as a represented shareholder, unless the authorized 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 or Lithuanian and legalized in the manner established by the law.

A shareholder or his proxy may vote in writing by filling in a general ballot paper, in such a case the requirement to deliver a personal identity document does not apply. The form of a general ballot paper is presented 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 no later than 10 days prior to the general meeting of shareholders 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 by e-mail to [email protected] or delivered directly to the Company’s Vilnius office at Gynej4 str. 16, Vilnius, the Republic of Lithuania, not later than by 20 May 2016 (17:00). The Company reserves the right not to include 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.

Please be informed that 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 by e-mail to [email protected] by 19 May 2016 (17:00).

Shareholders will have the right to receive information about the activities of the Company at the Meeting. Questions may be submitted before the Meeting by e-mail to [email protected] or delivered directly to the Company’s Vilnius office at Gynej4 str. 16, Vilnius, the Republic of Lithuania. Please be informed that the management may refuse to answer to shareholder’s questions if it can significantly damage the interests of the Company.

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. ISIN code of the Company’s shares is EE3100126368.

Additional information is provided by tel.: +370 5 239 4900 and on the website www.cityservice.eu.