| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 6 | / | 2015 | | | | | | Date of issue: | 2015-05-05 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | AVIA SOLUTIONS GROUP AB | | | | Subject | | | | | | | | | | | | | Notice on the decisions adopted by the Annual General Meeting of Shareholders of AB Avia Solutions Group | | | | Official market - legal basis | | | | | | | | | Inne uregulowania | | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | 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 7,777,777 and is divided into 7,777,777 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 7,777,777 votes at the shareholders‘ meeting on 30 April 2015 convened the Annual General Meeting of Shareholders (hereinafter referred to as the Meeting).
Shareholders collectively holding 3’978’768 of the Company’s shares (3’978’768 of the votes respectively) which represent 51.15 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 9 (nine) 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:
Consolidated Annual Report of the Company for the year ended 31 December 2014.
Resolution:
To take note of the Consolidated Annual Report of the Company for the year ended 31 December 2014 (Annex No 1, 73/98 pages).
Agenda item 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.
Resolution:
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 (Annexes No 1, 1/72 pages).
Agenda item 3:
Distribution of profit (loss) of the Company for the year ended 31 December 2014.
Resolution:
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 2).
Agenda item 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.
Resolution:
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., 4.2. and 9.2. 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.";
“9.2. The Board adopts decisions:
to invest, dispose of or lease the tangible long-term assets the book value whereof exceeds 1/20 of the share capital of the Company (calculated individually for every tape of transaction);
to pledge or mortgage the tangible long-term assets the book value whereof exceeds 1/20 of the share capital of the Company (calculated for the total amount of transactions);
to offer surety or guarantee for the discharge of obligations of third persons the amount whereof exceeds 1/20 of the share capital of the Company;
to acquire the tangible long-term assets the price whereof exceeds 1/20of the share capital of the Company." (Annex No. 3).
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.
Distribution of votes of the shareholders holding over 5 percent of votes of the Company’s issued share capital is presented in Annex No. 4.
Annexes:
1. AB Avia Solutions Group Separate and Consolidated Financial Statements, Consolidated Annual Report and Independent Auditor‘s Report for the year ended 31 December 2014;
2. Profit (loss) allocation of AB Avia Solutions Group for the year ended 31 December 2014;
3. Draft of Amended Articles of Association of AB Avia Solutions Group;
4. Distribution of votes of the shareholders holding over 5% of total votes at the Annual General Meeting of Shareholders of AB Avia Solutions Group.
Additional information: CFO Aurimas Sanikovas, phone No.: +370 (5) 252 5500.
Source of information: Warsaw Stock Exchange
AB Avia Solutions Group
General Manager
Linas Dovydenas
| | | | Annexes | | | | | | | | | | | | | File | Description | | | | | 1 Annex. AB Avia Solutions Group Separate and Consolidated Financial Statements, Consolidated Annual Report and Independent Auditor‘s Report for the year ended 31 December 2014 | | | | | 2 Annex. Profit (loss) allocation of AB Avia Solutions Group for the year ended 31 December 2014 | | | | | 3 Annex. Draft of Amended Articles of Association of AB Avia Solutions Group | | | | | 4 Annex. Distribution of votes of the shareholders holding over 5% of total votes at the Annual General Meeting of Shareholders of AB Avia Solutions Group | | |
