CONVOCATION OF RECONVENED BONDHOLDERS' MEETING ON 27 JUNE 2024 (ISIN CODE LT0000407553)
UŽDAROJI AKCINĖ BENDROVĖ „AUDIFINA“
Legal entity code: 125921757 Registered office address: Vilnius, A.
Juozapavičiaus st. 6, LT-09310, Republic of Lithuania
Information about the legal entity is collected and stored in the Register of Legal Entities of the State Enterprise Centre of Registers of the Republic of Lithuania
(also – Trustee)
19 June 2024
CONVOCATION OF RECONVENED BONDHOLDERS’ MEETING OF UAB “INTEGRE TRANS” ON 27 JUNE 2024 (ISIN CODE LT0000407553)
A meeting of UAB “Integre Trans” (legal entity code 301888546, registered office address Sporto st. 18, Vilnius, Republic of Lithuania) (the Issuer or the Company) bond, ISIN code LT0000407553 (the Bonds), holders convened on 17 June 2024 (the Meeting) did not take place because the quorum of Bondholders required by law was not present: 34,35% (1374 of 4000 qty. of the Bonds held) of the Bondholders have attended the Meeting (the meeting shall be deemed to have been held if Bondholders holding more than 1/2 of the voting rights of the Bonds of the same issue are present at the meeting). The minutes of the Meeting is attached (Annex 1). The persons who attended the Meeting are entitled to have access to the minutes and submit their comments or opinion in writing on the facts presented in the minutes and the drawing up of the minutes within three days from the moment of access thereto, but not later than within ten days after the day of the Meeting.
Having regard that the Meeting was deemed to not have taken place, the Trustee calls a reconvened meeting of Bondholders on 27 June 2024, 10 a.m., (the Reconvened Meeting) which will take place virtually by using “Microsoft Teams”. Registration of the participants of the Reconvened Meeting begins at 9.30 a.m.
The chairman of the Reconvened Meeting shall be the Trustee.
Pursuant to Article 9(2) of the Law on Protection of Interests of Bondholders of Joint-Stock Companies and Closed Joint-Stock Companies of the Republic of Lithuania, the Notice of the Reconvened Meeting (the Notice) is hereby published at the website of the Trustee
https://www.audifina.lt/paslaugos/konsultacines-paslaugos/obligaciju-savininku-interesu-gynimas-atstovavimas/#viesi-pranesimai, as well as at the website of NASDAQ https://shorturl.at/ctwXI, and the website of the Company https://integretrans.com/lt/.
Agenda of the Reconvened Meeting:
1. Election of the Secretary of the Meeting.
2. Introduction to the organization and voting procedure of the Meeting.
3. The Company's information presentation of its financial position and plans in relation to the Company's restructuring efforts.
4. Regarding early redemption of the Issuer's bonds.
Proposed draft decisions under the fourth item on the agenda:
1) Confirm the occurrence of the Extraordinary Early Redemption Event "Insolvency": (i) the Issuer <…> admits inability to pay its debts as defined in Clause 4.2 part “Extraordinary Early Redemption / (d) Insolvency” of the information document of UAB Integre Trans on the offer and listing of the EUR 8 000 000 Bonds (ISIN code LT0000407553.
2) Agree that the Bondholders’ Meeting of 27 June 2024 shall not demand to redeem the Bonds prior to their maturity date of 5 May 2026, but further performance of the Company's and the Bondholders' obligations is to be decided at a later date by convening a new Bondholders' Meeting in accordance with the procedure provided for by the applicable laws, for the approval of the Company’s restructuring plan or rejection of it.
3) Require the Company to redeem the Bonds earlier than the scheduled redemption date of 5 May 2026, with the early redemption date to be determined in accordance with the Terms and Conditions – not later than on the 10th business day the Issuer receives the Meeting’s decision.
5. Questions and answers.
Place of the Reconvened Meeting
The Reconvened Meeting will take place virtually, using “Microsoft Teams”. An invitation (link) to the Reconvened Meeting shall be published on 26 June 2024 on the Trustee’s website https://www.audifina.lt/en/services/consulting- services/trustee-services/#viesi-pranesimai as well as the Company’s website https://integretrans.com/
Early voting
The Trustee informs that Bondholders are entitled to vote in writing by filling the voting ballot (Annex 2). A memo regarding voting on the items of the agenda is attached to this Notice (Annex 3). Voting in writing is not compulsory, i. e. the Bondholders are entitled to vote in person at the Reconvened Meeting.
The filled-out voting ballot must be submitted to the Trustee before 26 June 2024, 12:00 p.m. (Vilnius time) by sending the voting ballot by registered mail or by delivering it to A. Juozapavičiaus st. 6, LT09310, Vilnius, Republic of Lithuania. If the Bondholder signs the ballot paper with a qualified electronic signature, the signed ballot paper must be sent before 26 June 2024, 12:00 p.m. (Vilnius time) to the Trustee's e-mail address obligacijos@audifina.lt. In the event that a the voting ballot is submitted after the deadline (i.e. after 12:00 p. m. on 26 June 2024), the acceptance of the ballot paper shall be at the discretion of the Trustee.
Persons who have voted in advance in writing at the 17 June 2024 Meeting, are deemed to have voted at the Reconvened Meeting, thus shall not cast a repeated vote.
A more detailed information on voting in writing is made available on the Nasdaq website address https://shorturl.at/FCRMu.
Information on the Reconvened Meeting’s organization
The day of the accounting. The accounting day of the Reconvened Meeting is 21 June 2024. Persons who at the end of the accounting day of the Reconvened Meeting will be Bondholders of the Company shall have a right to participate and vote at the Reconvened Meeting personally or by proxy, or to be represented by the person with whom an agreement on the transfer of voting right is concluded.
Identity documents. Person attending the Reconvened Meeting and having the right to vote, and depending on the situation, will have to provide (show) to the Trustee: (i) an identity document – passport or identity card; (ii) if the legal person is being represented by a person acting under the
Articles of Association – an extract from the national or foreign register of legal entities (if not in Lithuanian or English, the document shall be translated to Lithuanian or English) not older than 10 days, and, if applicable, procuration; (iii) a confirmation that the Power of Attorney submitted to the Trustee has not been revoked, or if due to unforeseen circumstances, the Power of Attorney has not been submitted to the Trustee, the Power of Attorney; (iv) a confirmation that the agreement on transfer of voting rights submitted to the Trustee has not been terminated or have not ended on other grounds, or if due to unforeseen circumstances, the agreement on transfer of voting rights has not been submitted to the Trustee, the agreement on transfer of voting rights.
Proof of identity and, where applicable, proof of eligibility to vote (basis of representation) will be required to be provided to the Trustee's representatives in separate virtual Microsoft Teams rooms, in accordance with data protection requirements, when connecting remotely to the Re- convening. In this regard, participants of the Reconvened Meeting must be prepared in advance to provide proof of identity and, where applicable, of the right to vote (basis of representation), which could be verified by the Trustee. .The Trustee reserves its’ right to ask any participant of the Reconvened Meeting to provide copies of the respective documents by e-mail address obligacijos@audifina.lt. Therefore, each attendee of the Reconvened Meeting shall prepare copies of the respective documents in advance.
Power of attorney. Each bondholder shall have the right to authorise another person (natural or legal) to attend and vote on his/her/its behalf at the Reconvened Meeting in accordance with the procedure established by law. At the Reconvened Meeting, the authorised person shall have the same rights as the bondholder he/she/it represents. Requirements for Power of Attorneys: (i) the Power of Attorney of a Lithuanian natural or legal person may be in a notarial form or a simple written form, including electronical Power of Attorney signed with a qualified electronic signature; (ii) the Power of Attorney of a foreign natural or legal person may be in a notarial form or a simple written form, including electronical Power of Attorney signed with a qualified electronic signature. If the Power of Attorney of a foreign natural or legal person is not in English or Lithuanian it shall be translated to English or Lithuanian and if it is in notarial form, the Power of Attorney shall be legalized in accordance with the law.
If the attendee of the Reconvened Meeting is not the bondholder, the Power of Attorney or agreement on transfer of voting rights (a copy of it) shall be provided to the Trustee no later than the start of the
Reconvened Meeting by one of the following means:
(i) by e-mail address obligacijos@audifina.lt; or (ii) by delivery or registered mail at the address – A. Juozapavičiaus st. 6, LT-09310, Vilnius, Republic of Lithuania.
Minutes of the Reconvened Meeting. The approved minutes of the Reconvened Meeting together with the results of the voting (if voting on the relevant matters takes place) will be published on the Trustee's website www.audifina.lt/paslaugos/konsultacines- paslaugos/obligaciju-savininku-interesu-gynimas- atstovavimas/#viesi-pranesimai no later than 7 days following the Reconvened Meeting.
Other information
The quorum requirement shall not apply to a Reconvened Meeting.
If you have any questions concerning this Notice, the Re-meeting and the matters to be discussed at the Re-meeting, please contact the Trustee (e-mail: obligacijos@audifina.lt).
ANNEXED:
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Minutes of the Meeting;
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Voting ballot;
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Memo regarding voting.
Jolanta Ruzgienė
General Manager of the Trustee
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