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Snaige AB

AGM Information Apr 19, 2012

2250_agm-r_2012-04-19_56a0de10-1fb5-4a51-829b-d75777aae0dd.pdf

AGM Information

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Approved by the Board on the meeting held on 10 April 2012 (the protocol No. 1-8) and added on the meeting held on 16 April 2012 (the protocol No. 1-9)

Agenda of the Ordinary General Meeting of Shareholders of AB "Snaigė" to be held on 30 April 2012

    1. Consolidated Annual report of "Snaigė" AB on the company's activity for 2011.
    1. Auditor's conclusion on the company's financial statements for 2011.
    1. Approval of the set of financial statements of the company for 2011.
    1. Approval of distribution of profit (loss) of "Snaigė" AB for 2011.
    1. Election of the audit firm for auditing purposes of financial statements and establishment of terms regarding the payment for audit services.
    1. Election of members of Audit Committee.
    1. Amending the Articles of Association of the Company.
    1. Approving the procedure for payment of remuneration by the Company for the activity of the members of the Board and the form of the agreement with members of the Board of the Company.

Proposed draft resolutions under the issues of the agenda:

  1. Taken for information the consolidated annual report of "Snaigė" AB on the company's activity for 2011.

  2. Taken for information with the auditor's conclusion on the company's financial statements for 2011.

  3. To approve the set of financial statements of the company for 2011.

  4. To approve the distribution of profit (loss) of "Snaigė" AB for 2011:

Non-distributed profit (loss) at the end of the last financial year: LTL 0 (EUR 0)

Net result - profit (loss) of financial year: LTL 908,126 (EUR 263,011.47)

Distributable result- profit (loss) of financial year: LTL 908,126 (EUR 263,011.47)

Contributions of shareholders to cover loss: LTL 0 (EUR 0)

Share premium for covering of loss LTL 0 (EUR 0)

Transfers from reserves: LTL 1,188,483 (EUR 344,208.47)

Distributable profit: LTL 2,096,609 (EUR 607,219.94)

Distribution of profit:

Portion of profit allocated to reserves foreseen by law: LTL 45,410 (EUR 13,151.65)

Portion of profit allocated to other reserves: LTL 30,000 (EUR 8,688.60)

  • for support and charity LTL 0 (EUR 0)
  • for social and cultural needs LTL 30,000 (8,688.6 EUR)

Portion of profit allocated for payment of dividends: LTL 0 (EUR 0)

Portion of profit allocated for payment of premiums: LTL 0 (EUR 0)

Portion of profit allocated for payment of tantiemes: LTL 0 (EUR 0)

Other: LTL 2,021,199 (EUR 585,379.69)

  • portion of profit allocated to reserve for acquisition of own shares: LTL 0 (EUR 0)

  • portion of profit allocated to reserve for investments: LTL 2,021,199 (EUR 585,379.69)

Non-distributed result - profit (loss) at the end of financial year: LTL 0 (EUR 0).

  1. For 2012 auditing purposes of financial statements to elect the audit firm which will collect majority of votes under the proposal of company organs and/or persons, who under the Law on Companies of the Republic of Lithuania are granted with a right to propose projects of shareholders meeting decisions. To sign the agreement with this firm.

To authorize (with the right to delegate) the General Director of the company to sign the agreement with the audit firm by establishing the terms of payment for the audit services and other terms.

  1. Until the end of term of the Company's Board to elect 3 the Audit Committee members who will collect majority of votes under the proposal of company organs and/or persons, who under the Law on Companies of the Republic of Lithuania are granted with a right to propose projects of shareholders meeting decisions.

  2. Question of agenda: Amending the Articles of Association of the Company

1) To amend Clauses 6.2 and 6.3 of the Articles of Association of the Company to be read as follows:

6.2. The convening and the powers of the General Meeting of Shareholders shall conform to the procedures of convening and the powers of the General Meeting of Shareholders stipulated in the Law on Companies, except where these Articles of Association provide otherwise.

6.3. The General Meeting of Shareholders shall elect and remove the Board of the Company in compliance with the procedure prescribed by the Law on Companies. The Board of the Company shall have the right to adopt a decision on issuing debentures, as well as, following the procedure approved by the General Meeting of Shareholders, to resolve the matters related to the establishment of remuneration to the Board members. The Board's powers with regard to other matters shall conform to the powers stipulated in the Law on Companies. The working procedure of the Board shall be laid down in the rules of procedure of the Board.

To supplement the Articles of Association of the Company with Clause 6.5 to be read as follows:

6.5. The members of the Board of the Company shall enter into agreements on their activity within the Board. Remuneration may be paid to the Board members of the Company for their activity within the Board of the Company. The General Meeting of Shareholders of the Company shall approve the form of the agreement with the Board members of the Company and the procedure for payment of remuneration by the Company for the activity of the Board members.

2) In the light of the said amendments of the Articles of Association of the Company, to approve the new wording of the Articles of Association of the Company (enclosed). To authorize (with the right to subdelegate) the head of the Company to sign the new wording of the Articles of Association of the Company and to submit it for registration with the Register of Legal Entities.

  1. Approving the procedure for payment of remuneration by the Company for the activity of the members of the Board and the form of the agreement with members of the Board of the Company

1) To establish that according to the respective decision of the Board of the Company remuneration may be paid to the Board members of the Company for their activity within the Board.

2) To approve the form of the agreement with members of the Board of the Company (enclosed).

3) To approve the procedure for payment of remuneration by the Company for the activity of the members of the Board (enclosed).

4) To establish that the adopted decisions referred to in Clauses 1), 2) and 3) hereof, relating to the establishment of the remuneration to the Board members of the Company for their activity within the Board, shall come into force and shall be applied after the registration of the new wording of the Articles of Association of the Company as approved by this General Meeting of Shareholders with the Register of Legal Entities.

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