Vilniaus Degtine - Notification on material event

Draft Resolutions of the General Shareholder Meeting to be held on 20th of April, 2015

Vilnius, Lithuania, 2015-03-30 14:18 CEST (GLOBE NEWSWIRE) -- 
1. Issue in the Agenda: Auditor's opinion on the company's financial statements
and on the company's yearly report. 

Draft resolution.
Approve Auditor's opinion.

2. Issue in the Agenda: Proposals and comments of the Supervisory Board.
The resolution on this issue is not adopted.

3. Issue in the Agenda: Approval of the company's yearly report for the year
2015. 

Draft resolution.
Approve the company‘s yearly report for the year 2015.

4. Issue in the Agenda: Approval of the set of company's financial statements
for the year 2015. 

Draft resolution.
Approve the company‘s financial statements for the year 2014, according to
which the Company's assets as of the 31st December 2014 were LTL 87 954 409
(EUR 25 473 358) owner's equity - LTL 40 169 770 (EUR 11 633 969), and profit
of 2014 - LTL 3 800 233 (EUR 1 100 624). 

5. Issue in the Agenda: Company's profit appropriation for 2014

Draft resolution:
Results of the year 2014:

1. Retained profit of previous financial year - at the end of the year under
report LTL 9 520 263 (EUR 2 757 259); 
2. Profit of the year under report LTL 3 800 233 (EUR 1 100 624);
3. Profit (loss) of the financial year under report not recognized on the Gross
income report - absent; 
4. Transfers from reserves - absent;
5. Shareholder contributions to cover the Company's losses - absent;
6. Allocated profit, total LTL 13 320 496 (EUR 3 857 882);
7. Share of profit allocated to the statutory reserve - absent;
8. Share of profit allocated to the reserve for purchase of own shares - absent;
9. Share of profit allocated to other reserves - absent;
10. Share of profit allocated to payment of dividends - absent;
11. Share of profit allocated to annual allowances (bonuses) to members of the
Board and the Supervisory Board, to employee bonuses and other purposes -
absent; 
12. Retained profit at the end of the year under report, moved forward to the
following year LTL 13 320 496 (EUR 3 857 882). 

6. Issue in the Agenda: Election of the Audit Company and determination of the
terms of payment for audit services 

Draft resolution.
1. Elect audit company Grant Thornton Rimess UAB to the position of the
auditors of Vilniaus degtinė AB for 2015. 
2. Authorise the Company's Managing Director (CEO) to sign service provision
agreement with the Company's auditor Grant Thornton Rimess UAB with regard to
execution of the audit of Annual Financial Statements 2015, paying for the
services the price agreed by the parties. 

7. Issue in the Agenda: „Guarantee of fulfilment of obligations of third
persons“ 

Draft resolutions:
„By required form (guarantee, suretyship or other) to secure obligations of SIA
„Belvedere distribution“ for third persons regarding payment of excise duty in
Republic of Latvia. To secure obligation of UAB „Belvedere prekyba“ for AB DNB
bank, by concluding contract of suretyship with the bank.“ 

8. Issue in the Agenda: „Regarding mortgage and pledge of companies fixed
assets“ 

Draft resolutions:
„To pledge (including mortgage) fixed assets of AB „Vilniaus degtinė“ which
value exceed 1/20 of the companies authorised capital, in order to secure
obligations of AB „Vilniaus degtinė“ for AB DNB bank related to loan agreement
which is designated for investment projects which are executed in OBELIŲ
SPIRITO VARYKLA, branch of AB „Vilniaus degtinė“ (i.e. acquiring rectification
equipment and biofuel boiler room, according to decisions of the Board  and of
Supervisory Board) and to set for the benefit of AB DNB bank maximum
mortgage/maximum pledge. In order to avoid any doubt this decision also
includes the right to prolong mortgage and pledge of the assets stated in this
decision and all other mortgage and pledge of fixed assets if such
prolongations are required, including maximum pledge/ maximum mortgage set for
the benefit of AB DNB bank. To authorise AB „Vilniaus degtinė“ general manager
to perform all actions related to this decision (including, but not limiting
to: to sign necessary documents, prolongations and other).“ 

9. Issue in the Agenda: „Revocation and elections of members of Supervisory
board.” 

Draft resolutions:
„To revoke from the Supervisory Board these members: Darius Šiaudinis and
Tomasz Andrzej Kowalski. To elect new members of the Supervisory Board: Aymeric
Donon (instead of Darius Šiaudinis) and Stéphane Laugery (instead of Tomasz
Andrzej Kowalski)“. 

10. Issue in the Agenda: „Consideration and confirmation of new edition of
articles of the Company“ 

Draft resolutions:
„To confirm new edition of the articles of AB „Vilniaus degtinė“ (attached). To
authorise AB “Vilniaus degtinė” general manager Juozas Daunys to sign new
edition of articles of association and to register it in the legal persons
registry.“ 

11. Issue in the Agenda: „Regarding transfer of fixed assets“

Draft resolutions:
„To transfer AB “Vilniaus degtinė” fixed assets (i.e. (a)land plots which
cadastral no. 4167/0100:60 Pagirių kv. and domestic building, unique No.
4197-8020-9215, which are in Pagirių village, Vilnius district and (b)flat with
basement unique No. 1092-9001-9013:0009, which address is Panerių str. 47-8,
Vilnius) for the price which is not less than 90% of the value of the assets
determined by the independent property assessor. To authorise general manager
of AB “Vilniaus degtinė” to find buyers for these assets and to formalise
transaction of fixed assets (including, but not limiting to - signing sales
purchase agreement, to register transfer in the corresponding registers).“ 

12. Issue in the Agenda: “Other questions”

Additional question was not submitted for the shareholders meeting.



Acting General Manager
Dovilė Tamoševičienė
+370 5 233 0819

Priedai:

VD istatu projektas EN.pdf

2015 VD FA EN.pdf