| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
| |
| | | UNI - EN REPORT No | 9 | / | 2013 |
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| | Date of issue: | 2013-04-30 | | | | | | | | |
| | Short name of the issuer | | | | | | | |
| | AB INTER RAO LIETUVA | |
| | Subject | | | | | | | | | | |
| | Notice on the decisions adopted by the Annual General Meeting of Shareholders | |
| | Official market - legal basis | | | | | | |
| | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
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| | Unofficial market - legal basis | | | | | |
| | Contents of the report: | | | | | | | | |
| | The Annual General Meeting of Shareholders of AB INTER RAO Lietuva, code 1261 19913, registered address at A. Tumeno str. 4, Vilnius, the Republic of Lithuania (hereinafter referred to as the Company), was held at Mindaugo str. 27, LT-03210, Vilnius, the Republic of Lithuania, at 10.00 am on 30 April 2013 (hereinafter referred to as the Meeting).
On the day of the Meeting the authorised capital of the Company was divided into 20,000,000 ordinary registered shares with par value of LTL 1 each, and in total granting 20,000,000 votes at the General Meeting of Shareholders of the Company.
Shareholders collectively holding 16,000,000 of the Company’s shares which represent 80% of the total authorised capital and the total voting rights of the Company participated in the Meeting. The Meeting had a quorum. No filled-in general voting ballots were submitted. No voting rights transfer agreements were submitted. One valid power of attorney of 26 April 2013 was submitted, according to which the proxy was authorised to cast 10,200,000 votes, which represent 51% of the total authorised capital and the total voting rights of the Company, on behalf of RAO Nordic OY.
The Meeting has unanimously adopted following decisions:
1 Resolution: Regarding the Consolidated Annual Report of the Company for the year 2012.
Resolved: To take note of the Consolidated Annual Report of the Company for the year 2012, which has been approved by the Board and has been analysed by the Supervisory Council of the Company.
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
2 Resolution: Approval of the Audited Annual Financial Statements of the Company for the year 2012 and the Audited Consolidated Annual Financial Statements of the Group for the year 2012.
Resolved: To approve the Audited Annual Financial Statements of the Company for the year 2012 and the Audited Consolidated Annual Financial Statements of the Group for the year 2012.
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
3 Resolution: Distribution of profit (loss) of the Company for the year 2012.
Resolved: To distribute the profit (loss) of the Company for the year 2012 according to the draft distribution of profit (loss).
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
4 Resolution: Selection of the audit firm and approval of conditions of payment for audit services.
Resolved: 4. To select UAB Ernst & Young Baltic, legal entity’s code 110878442, address Subaciaus str. 7, Vilnius, as the audit firm to perform the audit of the financial statements of the Company for the year 2013 and to establish conditions on payment as follows: LTL 76,000 (without VAT) for the audit services.
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
5 Resolution: Appointment of two members of the Supervisory Council of the Company.
Resolved: 5. To elect two members of the Supervisory Council: (i) Mr. Dmitrijus Dutovas, citizen of the Republic of Lithuania, personal code 37311200417, residing at Gedimino ave. 41-5, Vilnius, the Republic of Lithuania; (ii) Mr. Nerijus Dagilis, citizen of the Republic of Lithuania, personal code 37407120378, residing at Gulbinu str. 75/14, Vilnius, the Republic of Lithuania.
Participated in voting: 32,000,000 votes / 16,000,000 shares. In favour of Mr. Dmitrijus Dutovas: 16,000,000 votes; in favour of Mr. Nerijus Dagilis: 16,000,000 votes. Against: 0 votes / shares.
According to the 3 Resolution on distribution of profit (loss) of the Company for the year 2012, the Meeting decided on payment of dividends on the following terms:
- total amount of dividends to be paid – LTL 27,000,000;
- dividend per one share – LTL 1,35;
- record date – end of the business day on 15 May 2013;
- dividend payment date – 28 May 2013.
Mr. DMITRIJUS DUTOVAS
Education:
Master degree at the Faculty of Economics, Vilnius University
Career over the last five years:
2008 – present: Head of Institutional Clients at Orion Securities
2007 – 2008: Head of Capital Markets at “MP investment bank" Baltic Branch
Mr. NERIJUS DAGILIS
Education:
Master degree at the G. Soros foundation program at University of Essex, Great Britain and Budapest, Hungary, Central European University
BA in Business and Administration at Vytautas Magnus University, Kaunas, Lithuania, and Fordham University, NY, Creighton University, NE, USA
Career over the last five years:
2010 – 2012: Chairman of the Board at Charter Jets
2005 – 2010: Chairman of the Board at Kitron ASA
2001 – 2010: Chairman of the Board at Snaige
2000 – 2010: Chairman of the Board at Hermis Capital
Annexes:
1. AB INTER RAO Lietuva Consolidated and Parent Company’s Financial Statements, Consolidated Annual Report and the Independent Auditor’s Report for the year ended 31 December 2012;
2. Distribution of profit (loss) of the Company for the year 2012;
3. Distribution of votes of the shareholders holding over 5% of votes at the Annual General Meeting of Shareholders of the Company.
Legal grounds: Article 56 section 1 point 1 in connection with article 56 section 6 of the Polish Act of 29 July 2005 on Public Offering and Conditions governing the Admission of Financial Instruments to Trading on Organized Markets, and on Listed Companies.
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| | Annexes | | | | | | | | | | |
| | File | Description | |
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AB INTER RAO Lietuva Consolidated and Parent Company’s Financial Statements, Consolidated Annual Report and the Independent Auditor’s Report for the year ended 31 December 2012.pdf
| AB INTER RAO Lietuva Consolidated and Parent Company’s Financial Statements, Consolidated Annual Report and the Independent Auditor’s Report for the year ended 31 December 2012; | |
| | IRL_allocation of profit_loss statement.pdf
| Distribution of profit (loss) of the Company for the year 2012; | |
| | IRL_distribution of votes.pdf
| Distribution of votes of the shareholders holding over 5% of votes at the Annual General Meeting of Shareholders of the Company. | |
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