2012-04-30 11:01:41 CEST
2012-04-30 11:03:04 CEST
REGULATED INFORMATION
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Snaige AB - Notification on material event
Decisions of annual general meeting of shareholders of Snaigė AB
Alytus, Lithuania, 2012-04-30 11:01 CEST (GLOBE NEWSWIRE) -- Snaigė AB, the
address of head office Pramonės str. 6, Alytus, the company code 249664610.
The General Meeting of shareholders of Snaige AB was held on 30 April 2012. The
meeting heard the consolidated annual report of the Company for the year 2011
and the Auditor's report for the year 2011.
At the meeting was made following resolutions:
1. THE AGENDA QUESTION: Consolidated annual report of “Snaigė” AB on the
company's activity for 2011.
In the meeting taken for information the consolidated annual report of “Snaigė”
AB on the company's activity for 2011.
2. THE AGENDA QUESTION: Auditor's conclusion on the company's financial
statements for 2011.
In the meeting taken for information with the auditor's conclusion on the
company's financial statements for 2011.
3. THE AGENDA QUESTION: Approval of the set of financial statements of the
company for 2011.
THE DECISION: To approve the set of financial statements of the company for 2011
(enclosed Snaigė AB and consolidated statements).
4. THE AGENDA QUESTION: Approval of distribution of profit (loss) of “Snaigė” AB
for 2011.
THE DECISION:
To approve the distribution of profit (loss) of “Snaigė” AB for 2011:
Non-distributed profit (loss) at the end of the last financial year: LTL 0 (EUR
0)
Net result - profit (loss) of financial year: LTL 908,126 (EUR 263,011.47)
Distributable result- profit (loss) of financial year: LTL 908,126 (EUR
263,011.47)
Contributions of shareholders to cover loss: LTL 0 (EUR 0)
Share premium for covering of loss LTL 0 (EUR 0)
Transfers from reserves: LTL 1,188,483 (EUR 344,208.47)
Distributable profit: LTL 2,096,609 (EUR 607,219.94)
Distribution of profit:
Portion of profit allocated to reserves foreseen by law: LTL 45,410 (EUR
13,151.65)
Portion of profit allocated to other reserves: LTL 30,000 (EUR 8,688.60)
- for support and charity LTL 0 (EUR 0)
- for social and cultural needs LTL 30,000 (8,688.6 EUR)
Portion of profit allocated for payment of dividends: LTL 0 (EUR 0)
Portion of profit allocated for payment of premiums: LTL 0 (EUR 0)
Portion of profit allocated for payment of tantiemes: LTL 0 (EUR 0)
Other: LTL 2,021,199 (EUR 585,379.69)
- portion of profit allocated to reserve for acquisition of own shares: LTL 0
(EUR 0)
- portion of profit allocated to reserve for investments: LTL 2,021,199 (EUR
585,379.69)
Non-distributed result - profit (loss) at the end of financial year: LTL 0 (EUR
0)
5. THE AGENDA QUESTION: Election of the audit firm for auditing purposes of
financial statements and establishment of terms regarding the payment for audit
services.
THE DECISION: For 2012 auditing purposes of annual financial statements to elect
UAB „Ernst & Young Baltic“. To authorize (with the right to delegate) the
General Director of the company to sign the agreement with the audit firm by
establishing the terms of payment for the audit services and other terms.
6. THE AGENDA QUESTION: Election of members of Audit Committee
THE DECISION: Until the end of term of the Company's Board To elect the chairman
of audit committee Anton Kudryashov, as the members of Audit Committee
Virginijus Dumbliauskas and Rasa Balčiūnaitė Kaminskienė.
7. THE AGENDA QUESTION: Amending the Articles of Association of the Company
THE DECISION:
1) To amend Clauses 6.2 and 6.3 of the Articles of Association of the Company to
be read as follows:
6.2. The convening and the powers of the General Meeting of Shareholders shall
conform to the procedures of convening and the powers of the General Meeting of
Shareholders stipulated in the Law on Companies, except where these Articles of
Association provide otherwise.
6.3. The General Meeting of Shareholders shall elect and remove the Board of the
Company in compliance with the procedure prescribed by the Law on Companies.
The Board of the Company shall have the right to adopt a decision on issuing
debentures, as well as, following the procedure approved by the General Meeting
of Shareholders, to resolve the matters related to the establishment of
remuneration to the Board members. The Board's powers with regard to other
matters shall conform to the powers stipulated in the Law on Companies. The
working procedure of the Board shall be laid down in the rules of procedure of
the Board.
To supplement the Articles of Association of the Company with Clause 6.5 to be
read as follows:
6.5. The members of the Board of the Company shall enter into agreements on
their activity within the Board. Remuneration may be paid to the Board members
of the Company for their activity within the Board of the Company. The General
Meeting of Shareholders of the Company shall approve the form of the agreement
with the Board members of the Company and the procedure for payment of
remuneration by the Company for the activity of the Board members.
2) In the light of the said amendments of the Articles of Association of the
Company, to approve the new wording of the Articles of Association of the
Company (enclosed). To authorize (with the right to subdelegate) the head of
the Company to sign the new wording of the Articles of Association of the
Company and to submit it for registration with the Register of Legal Entities.
8. THE AGENDA QUESTION: Approving the procedure for payment of remuneration by
the Company for the activity of the members of the Board and the form of the
agreement with members of the Board of the Company
THE DECISION:
1) To establish that according to the respective decision of the Board of
the Company remuneration may be paid to the Board members of the Company for
their activity within the Board.
2) To approve the form of the agreement with members of the Board of the
Company (enclosed).
3) To approve the procedure for payment of remuneration by the Company for
the activity of the members of the Board (enclosed).
To establish that the adopted decisions referred to in Clauses 1), 2) and 3)
hereof, relating to the establishment of the remuneration to the Board members
of the Company for their activity within the Board, shall come into force and
shall be applied after the registration of the new wording of the Articles of
Association of the Company as approved by this General Meeting of Shareholders
with the Register of Legal Entities.
Attached:
Audited AB „Snaige“ and consolidated annual financial statements together with
auditor‘s report, consolidated annual report, confirmation of the responsible
persons.
Managing Director
Gediminas Čeika
+370 315 56206
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