| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
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| | | UNI - EN REPORT No | 17 | / | 2013 |
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| | Date of issue: | 2013-12-06 | | | | | | | | |
| | Short name of the issuer | | | | | | | |
| | AVIA SOLUTIONS GROUP AB | |
| | Subject | | | | | | | | | | |
| | Decisions of the Extraordinary General Meeting of Shareholders of AB Avia Solutions Group | |
| | Official market - legal basis | | | | | | |
| | Inne uregulowania
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| | Unofficial market - legal basis | | | | | |
| | Contents of the report: | | | | | | | | |
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AB Avia Solutions Group, code 302541648, registered address at Smolensko str. 10, Vilnius, Lithuania (hereinafter referred to as the Company), the authorized capital of which amounts to LTL 5’893’333 and is divided into 5’893’333 ordinary registered shares (ISIN code of the Company’s shares is LT0000128381) with the par value of LTL 1 (one Litas) per share entitling to 5’893’333 votes at the shareholders meeting on 29 November 2013 convened the Extraordinary General Meeting of Shareholders (hereinafter referred to as the Meeting).
Shareholders collectively holding 3’838’176 of the Company’s shares (3’838’176 of the votes respectively) which represent 65.13 percent of the total issued share capital of the Company voted by submitting the filled-in general voting ballots (hereinafter referred to as the Participating Shareholders). The Company received four general voting ballots totally, one of the ballots was invalid. The quorum at the Meeting was present. No voting rights transfer agreements and power of attorneys were submitted. None of the shareholders has requested a detailed report on the Meeting’s voting results pursuant to Article 22 (4) of the Law on Companies of the Republic of Lithuania.
The Participating Shareholders at the Meeting unanimously adopted the following resolutions:
Agenda item 1:
Increase of the authorized capital of the Company.
Resolution:
To increase the Company’s authorized capital by additional contributions from LTL 5,893,333 (five million eight hundred ninety three thousand three hundred and thirty three Litas) to LTL 6,058,333 (six million fifty eight thousand three hundred and thirty three Litas) by issuing up to 165,000 (one hundred sixty five thousand) new ordinary registered shares of nominal value 1 (one) Litas each (hereinafter referred to as New Shares).
To delegate to the Board of the Company to define the detailed conditions and procedure for the subscription, payment and placement of the New Shares. The Board of the Company is commissioned and authorised to organise admission of the New Shares of the Company to trading on a regulated market (Warsaw Stock Exchange).
Agenda item 2:
Revocation of the pre-emption rights to acquire the newly issued shares of the Company for the existing shareholders and entitlement of the right to acquire the newly issued shares of the Company to private investors.
Resolution:
To revoke the pre-emption rights to acquire the New Shares of the Company for the existing shareholders.
To grant the right to obtain 165,000 New Shares with par value of LTL 1 (one Litas) to the private investors in proportions as indicated below:
Mr. Josif Legenzov, the citizen of the Republic of Lithuania, personal code 35010230039, shall acquire 91 745 ordinary registered shares of the Company;
Mr. Anatolij Legenzov, the citizen of the Republic of Lithuania, personal code 37501140223, shall acquire 73 255 ordinary registered shares of the Company.
If not all the New Shares are subscribed for within the period intended for share subscription, the authorised capital shall be increased by the amount of nominal values of subscribed shares.
The issue price shall be paid by contribution in kind – transferable securities - ordinary registered shares of UAB Helisota, a private limited liability company established under the laws of the Republic of Lithuania, code of legal person 134953768, registered office of which is at Europos ave. 5, Kaunas, the Republic of Lithuania - the value whereof shall be constituted by the independent appraiser according to the terms and procedure for asset valuation established by the applicable laws of the Republic of Lithuania.
Agenda item 3:
Approval of the Articles of Association of the Company; authorization of the Head of the Company.
Resolution:
Referring to the increase of the authorised capital of the Company, to approve the new wording of the Articles of Association of the Company (the complete text of the amended Articles of Association is attached as Annex No 1).
If not all the New Shares are subscribed for within the term for subscription of the shares and the Board of the Company decides to consider the increase of the authorised capital of the Company as effective, the Board of the Company shall make respective amendments in the Articles of Association concerning the amount of the authorised capital and the number of shares.
To authorize the Company’s General Manager or other person authorized by him to sign and submit for registration the new wording of the Articles of Association, to draft, sign and submit to the Register of Legal Persons and/or a notary bureau and/or other organisations and institutions all and any other necessary documents required for the increase of the Company’s authorised capital and to perform any other actions in relation with this assignment.
Agenda item 4:
Authorisation to the Board to determine the final conditions of the issue of the Company’s shares.
Resolution:
To authorise the Board to determine the final conditions of the issue of the New Shares, including, without limitation, the final issue price (sale price) of the New Shares, as well as the final number of the New Shares to be issued.
Agenda item 5:
Admission to listing and trading of the shares of the Company on the regulated market of Warsaw Stock Exchange and authorization of the Board to take corresponding actions.
Resolution:
To initiate the admission to listing and trading of all the New Shares of the Company resulting from the increase of the authorised capital on the regulated market of Warsaw Stock Exchange and authorize the Board of the Company to perform any corresponding actions in relation to the issue.
Agenda item 6:
Recall of Mrs. Irtautė Ščerbavičienė from the members of the Supervisory Council of the Company.
Resolution:
To recall Mrs. Irtautė Ščerbavičienė from the Supervisory Council of the Company.
Agenda item 7:
Election of Mr. Vaidas Barakauskas to the Supervisory Council of the Company.
Resolution:
To elect to the Supervisory Council of the Company Mr. Vaidas Barakauskas (proposed by Indeco: Investment and Development UAB) for the current term of the Supervisory Council until 23 August 2014, but in any case not longer than until the Annual General Meeting of Shareholders, to be held in 2014.
Distribution of votes of the shareholders holding over 5 percent of votes at the Meeting is presented in Annex No 2.
Annexes:
Annex No 1. Draft of the Amended Articles of Association of AB Avia Solutions Group.
Annex No 2. Distribution of votes of the shareholders holding over 5% of votes at the Extraordinary General Meeting of Shareholders of AB Avia Solutions Group.Additional information:
CFO
Aurimas Sanikovas
Phone No.: +370 (5) 252 5500
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| | Annexes | | | | | | | | | | |
| | File | Description | |
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Annex_No_1_Articles_of_Association_ASG_draft_20131206.pdf
| Annex No 1. Draft of the Amended Articles of Association of AB Avia Solutions Group | |
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Annex_No_2_Distribution_of_votes_at_ASG_GSM_20131206.pdf
| Annex No 2. Distribution of votes of the shareholders holding over 5% of votes at the Extraordinary General Meeting of Shareholders of AB Avia Solutions Group | |
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