| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 1 | / | 2015 | | | | | | Date of issue: | 2015-04-08 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | AVIA SOLUTIONS GROUP AB | | | | Subject | | | | | | | | | | | | | Notice on Annual General Meeting of Shareholders of Avia Solutions Group AB | | | | Official market - legal basis | | | | | | | | | Inne uregulowania | | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | The Annual General Meeting of AB Avia Solutions Group (code 302541648, registered address at Smolensko str. 10, Vilnius, Lithuania) (hereinafter referred to as the Company) Shareholders will be held at the headquarters of Avia Solutions Group, Smolensko str. 10, Vilnius, Lithuania, at 10.00 a.m. on 30 April 2015. Registration will take place from 9.00 till 9.50.
The meeting is convened by initiative of the Board.
The General Meeting of Shareholders record day is 23 April 2015.
The Shareholders proprietary rights record day is 15 May 2015.
Proposed agenda:
1. Consolidated Annual Report of the Company for the year ended 31 December 2014.
2. Approval of the Audited Annual Financial Statements of the Company and the Audited Consolidated Annual Financial Statements of the Group for the year ended 31 December 2014.
3. Distribution of profit (loss) of the Company for the year ended 31 December 2014.
4. Amendments to the Articles of Association of the Company and approval of the new wording of Articles of Association; authorization of the General Manager of the Company.
Proposed draft decisions:
1. To take note of the Consolidated Annual Report of the Company for the year ended 31 December 2014 (Annex No 1).
2. To approve the Audited Annual Financial Statements of the Company and the Audited Consolidated Annual Financial Statements of the Group for the year ended 31 December 2014 (Annex No 2).
3. To distribute the profit (loss) of the Company for the year ended 31 December 2014 according to the draft distribution of the profit (loss) (Annex No 3).
4. In view of the fact that from the 1st January 2015 the national currency of the Republic of Lithuania is Euro and in accordance with the Article 14 of the Law on the Euro Adoption in the Republic of Lithuania of the Republic of Lithuania as well as the Article 6 of Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and private Limited Liability Companies and Amendment of the Articles of Association of These Companies of the Republic of Lithuania, as well as the requirements of the new wording of Law on Companies of the Republic of Lithuania,
to amend points 4.1. and 4.2. of the Articles of Association of the Company and to restate them as follows:
4.1. The share capital of the Company equals to 2 255 555.33 euro.
4.2. The Company’s share capital is divided into 7 777 777 dematerialised ordinary registered shares with the par value of EUR 0.29 (twenty nine euro cents) per share." (Annex No 4).
to authorize (with the power to delegate) the General Manager of the Company to sign the new wording of Articles of Association of the Company as well as to sign any and all documents and undertake all necessary actions in order to register the new wording of the Articles of Association of the Company with the register of legal Persons.
The total number of the Company’s shares of 1 Litas par value each and the number of shares granting voting rights during the General Meeting of Shareholders amounts to 7 777 777. ISIN code of the Company’s shares is LT0000128381.
Shareholders who at the end of the General Meeting of Shareholders record day (i.e. 23 April 2015), will be shareholders of the Company have a right to participate and vote at the General Meeting of Shareholders personally or by proxy, or to be represented by the person with whom an agreement on the transfer of voting rights is concluded.
Shareholders of the Company that will hold the shares through securities accounts maintained by the participants of the National Depositary for Securities in Poland will be given the opportunity to participate in and vote at the General Meeting of Shareholders, either by proxy or personally, by requesting the participant of the National Depositary for Securities (i.e. brokerage firm where the shareholder holds its shares), to register him/her for the General Meeting of Shareholders. This request should be submitted before or on the General Meeting of Shareholders record date.
A person attending the General Meeting of Shareholders and having a voting right must bring with him/her a person’s identification document. A person who is not a shareholder must additionally produce a document confirming his/her right to vote at the Annual General Meeting of Shareholders.
Each shareholder shall have a right, in the manner established by the Law, to authorise another (natural or legal) person on his/her behalf to attend and vote at the General Meeting of Shareholders. At the General Meeting of Shareholders, an authorised person shall have the same rights as would be held by the shareholder or shareholders represented by him/her, unless the authorized person's rights are limited by the power of attorney or by the Law. The authorised person must provide a power of attorney certified in the manner established by the Law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by the Law. The Company does not establish special form of power of attorney.
A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the General Voting Ballot. The sample of General Voting Ballot is provided on the Company’s website at www.aviasg.com under the heading Investor Relations. The General Voting Ballot, duly filled in and signed by the shareholder or a person, having a voting right, and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the General Meeting of Shareholders by sending them by registered mail to AB Avia Solutions Group, Smolensko str. 10, Vilnius, Lithuania. The Company is not providing the possibility to attend and vote at the General Meeting of Shareholders through electronic means of communication.
Persons, who at the end of the tenth business day following the General Meeting that will adopt a respective decision (i.e. on 15 May 2015) will be shareholders of the Company, shall have proprietary rights (to get dividends, if any shall be distributed).
Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the General Meeting of Shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the General Meeting of Shareholders shall be presented. Proposal to supplement the agenda must be presented in writing by sending it by registered mail to AB Avia Solutions Group, Smolensko str. 10, Vilnius, Lithuania. The agenda will be supplemented if the proposal is received not later than 14 days before the General Meeting of Shareholders.
Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the General Meeting of Shareholders, to nominate the audit company. The proposed draft decisions at any time before the General Meeting of Shareholders must be presented in writing by sending them by registered mail to AB Avia Solutions Group, Smolensko str. 10, Vilnius, Lithuania. The shareholders shall also be entitled to propose draft resolutions on the agenda issues of the General Meeting of Shareholders in writing during the Meeting.
The shareholders shall have the right to present questions related to the agenda issues of the General Meeting of Shareholders to the Company in advance in writing, by providing the shareholder's (natural or legal persons) personal identification number, the natural persons consent to process personal data - personal identification number, in the letter and by sending it by registered mail. The Company undertakes to respond if the questions are received not later than 3 business days before the General Meeting of Shareholders. Responses of a general character shall be posted on the Company’s website www.aviasg.com under the heading Investor Relations. The Company will not respond personally to the shareholder if the respective information is posted on the Company's website.
The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, and other documents to be submitted to the General Meeting of Shareholders as well as to get information regarding execution of the shareholders’ rights at the headquarters of AB Avia Solutions Group, Smolensko str. 10, Vilnius, Lithuania, or on the Company’s website at www.aviasg.com under the heading Investor Relations.
Additional information is provided on the web site www.aviasg.com.
Annexes:
1. Consolidated Annual Report of AB Avia Solutions Group for the year ended 31 December 2014;
2. Independent Auditor’s Report, Separate and Consolidated Financial Statements of AB Avia Solutions Group for the year ended 31 December 2014;
3. Draft of profit (loss) allocation of AB Avia Solutions Group for the year ended 31 December 2014;
4. Draft of Amended Articles of Association of AB Avia Solutions Group;
5. Sample of the General Voting Ballot.
Note: Annexes No 1, 2, 3 will be published not later than 10 April, 2015.
Source of information: Warsaw Stock Exchange
AB Avia Solutions Group
Chief Financial Officer
Aurimas Sanikovas
| | | | Annexes | | | | | | | | | | | | | File | Description | | | | | 5 Annex. Sample of the General Voting Ballot | | | | | 4 Annex. Draft of Amended Articles of Association of AB Avia Solutions Group; | | |
