Annual Report • Apr 23, 2009
Annual Report
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consolidated annual report for year 2008
The annual report-prospectus has been prepared for the year 2008.
The name of the company – SNAIGĖ PLC (hereinafter referred to as the Company)
Authorised capital on 31 December 2008 – 27,827,365 LTL
Address - Pramonės str. 6, LT-4580 Alytus
Phone - (315) 56 206
Fax – (315) 56 207; (315) 56 269
E-mail - [email protected]
Internet web-page - http://www.snaige.lt
Legal organisation status – legal entity, public limited company
Registered as an enterprise on December 1, 1992 in the Municipality Administration of Alytus; registration number AB 92-119; enterprise register code 249664610. The latest Statute of AB "Snaigė" was registered on September 11, 2008 in Alytus Department of Register of Legal Entities of the Republic of Lithuania.
The main business activity of the Company is manufacture of refrigerators and freezers and other activities, permitted by Lithuanian laws, as indicated in the registered Statute.
Company's group consist of parent refrigerator manufacturing company "Snaige" based in Alytus and the following subsidiaries:
Gediminas Čeika – director general Loreta Nagulevičienė – financial director (till 2008-06-01). Neringa Menčiūnienė – financial director (from 2008-06-02). Rūta Petrauskaitė – marketing director. Gediminas Čeika – sales director. Vladas Gavėnas – purchasing and logistics director (till 2008-09-23). Jurga Nacevičienė – purchasing and logistics director (from 2008-09-24). Giedrius Mikulskas – human resource director. Kęstutis Urbonavičius – technical director.
On September 29, 2003 AB "Snaigė" entered into agreement with Financial Broker Firm "Orion Securities" Ltd. (Tumėno str. 4, corp. B, floor 9, LT-01109, Vilnius) for management of accounts of the Company's issued securities and management of accounts of personal securities.
On 30 January 2008, AB "Snaigė" has entered into market making services agreement with Financial Broker Firm "Orion Securities".
27,827,365 ordinary registered shares of AB "Snaigė" are included into the Official trading list of the Nasdaq OMX Vilnius Stock Exchange. The total nominal value of the shares is 27,827,365 LTL. The VP CD (Securities Central Depositary) number is 10927. The nominal value of a share was 1 (one) LTL.
On 7 April 2008 the company has pilled in an application to list 200 000 units of company's convertible bonds with maturity of 367 days on the debt securities list of Nasdaq OMX Vilnius stock exchange. Total nominal value of the issue: 20 000 000 LTL, securities ISIN code LT0000401515. The nominal value of one bond – 100 LTL. Bonds redemption date – 6 April 2009.
Trade of the company's ordinary registered shares in the securities stock exchange was started on August 11, 1995.
The ordinary registered shares of AB "Snaigė" have been listed in the Official trading list of Nasdaq OMX Vilnius Stock Exchange since April 9, 1998.
| Trade in Company's shares during 2007-2009 m. | |||
|---|---|---|---|
| -- | -- | -- | ----------------------------------------------- |
| Accounting period Price (LTL) |
Turnover (LTL) | Total turnover | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| from | to | max | min | last session |
from | to | max | min | last session |
from |
| 2007-01-01 2007-03-31 | 12.07 | 9.79 | 11.3 | 1 409 258 | - | 101 703 2007-03-31 | 1 126 376 13 139 416 | |||
| 2007-04-01 2007-06-30 | 11.35 | 10.00 | 10.25 | 3 101 705 | -* | 13 639 2007-06-30 | 690 458 | 7 423 146 | ||
| 2007-07-01 2007-09-30 | 10.25 | 8.40 | 8.65 | 982 129 | - | 519 2007-09-30 | 186 228 | 1 746 440 | ||
| 2007-10-01 2007-12-31 | 8.88 | 6.00 | 6.99 | 3 734 366 | - | 35 541 2007-12-31 | 1 396 391 | 9 652 999 | ||
| 2008-01-01 2008-03-31 | 6.99 | 4.30 | 4.50 | 1 597 050 | - | 4 564 2008-03-31 | 600 671 | 2 812 040 | ||
| 2008-04-01 2008-06-30 | 4.35 | 2.52 | 2.58 | 1 744 380 | - | 5 103 2008-06-29 | 660 946 | 2 589 446 | ||
| 2008-07-01 2008-09-30 | 2.59 | 1.54 | 1.54 | 46 496 | - | 519 2008-09-28 | 136 889 | 309 287 | ||
| 2008-10-01 2008-12-31 | 1.59 | 0.5 | 0.55 | 65 496 | - | 35 541 2008-12-28 | 291 640 | 231 584 | ||
| 2009-01-01 2009-03-31 | 0.55 | 0.2 | 0.23 | 283 817 | - | 4 564 2009-03-31 | 952 153 | 388 481 |
Trade in Company's convertible bonds
On the time of the preparation of this report the AB "Snaigė" convertible bonds were not yet included into Nasdaq OMX Vilnius stock exchange debt securities list.
The securities are traded only on Nasdaq OMX Vilnius stock exchange.
1.7.3 Capitalization of Company's shares
| Accounting period Capitalization (LTL) | |
|---|---|
| 2007-03-31 | 269 249 225 |
| 2007-06-30 | 244 230 491 |
| 2007-09-30 | 206 106 707 |
|---|---|
| 2007-12-31 | 166 553 281 |
| 2008-03-30 | 107 223 143 |
| 2008-06-30 | 61 474 602 |
| 2008-09-30 | 42 854 142 |
| 2008-12-31 | 15 305 051 |
| 2009-03-30 | 6 400 294 |
Since the ordinary registered shares are included into the Official trading list of Nasdaq OMX Vilnius Securities Stock Exchange, the purchase-sale transactions of the shares can be executed only in Nasdaq OMX Vilnius Securities Stock Exchange. The transactions performed outside the stock exchange comprise exchange, endowment, inheritance and settlement of debts and repay transactions.
The transactions with regard to the ordinary registered shares of AB "Snaigė" executed outside stock Exchange
| Monetary settlement | settlement | Non-monetary | ||||||
|---|---|---|---|---|---|---|---|---|
| Accounting period | Price (LTL) | Amount of | Amount | Amount | Total amount |
|||
| max | max | securities (pcs.) |
Sum (LTL) | Number of deals |
of securities (pcs.) |
of transactio ns |
(pcs.) | |
| I quarter of 2006 | 12.88 | 0.75 | 426 425 | 2 648 829 | 9 | - | - | 426 425 |
| II quarter of 2006 | - | - | - | - | - | - | - | - |
| III quarter of 2006 | 11.16 | 4.15 | 606 150 | 3 561 276 | 8 | 410 | 1 | 606 560 |
| IV quarter of 2006 | 8.02 | 4.32 | 427 980 | 2 817 006 | 18 | 43 | 2 | 428 023 |
| I quarter of 2007 | 11.50 | 5.47 | 347 690 | 2 548 606 | 16 | - | - | 347 690 |
| II quarter of 2007 | 11.21 | 4.48 | 212 610 | 1 197 021 | 9 | 55 | 1 | 212 665 |
| III quarter of 2007 | 8.83 | 7.02 | 78 146 | 684 792 | 5 | 8 150 | 1 | 86 296 |
| IV quarter of 2007 | 8.52 | - | 1 160 430 | 7 832 783 | 16 | 4 420 | 2 | 1 164 850 |
| I quarter of 2008 | 8.69 | 3.22 | 1 390 247 | 6 366 309 | 13 | - | - | 1 390 247 |
| II quarter of 2008 | 4.62 | - | 1 920 374 | 7 414 931 | 16 | - | - | 1 920 374 |
| III quarter of 2008 | 4.66 | 1.27 | 889 999 | 1 976 210 | 21 | - | - | 889 999 |
| IV quarter of 2008 | 2.73 | 0.34 | 2 427 029 | 2 896 711 | 19 | - | - | 2 427 029 |
| I quarter of 2009 | 0.79 | 0.21 | 481 818 | 305 309 | 22 | 90 | 1 | 481 908 |
During the general meeting of shareholders held on August 4, 2003 it was decided to purchase up to 10 percent of the Company's shares in the National securities market in order to maintain and increase the price of the Company's shares. The Company decided to purchase own shares until May 5, 2004. The maximum price of the own shares to be purchased was set to 300 LTL, whereas the minimum price was set to 175 LTL for one ordinary registered share. The Board of the Company was delegated to purchase own shares on behalf of the Company. The reserve composed for purchase of own shares amounted to 6,673,000 LTL.
The circulation of own shares as per 2003 can be described as follows:
On November 20, 2003 the Company purchased 1 thousand of shares for the price of 200 thous. LTL in the National securities stock exchange.
On April 19-30, 2004 the Company sold 1000 of shares for the price of 258,6 thous. LTL in the National securities stock exchange.
During the general meeting of shareholders held on March 29, 2004 it was decided to purchase up to 10 percent of the Company's shares in the National securities market for the price of 10 000 000 (ten million) Litas until June 1, 2005, i.e., such profit share appropriated to the reserve for acquisition of own shares. The maximum price of the own shares to be purchased was set to 350 LTL, whereas the minimum price was set to 175 LTL for one ordinary registered share. The minimum sales price of own shares is 175 LTL for one ordinary registered share. The valid nominal value of a share at that time was 15 LTL.
During the general meeting of shareholders held on April 27, 2005 it was decided to purchase the ordinary registered shares (with the nominal value of 1 LTL each / VP ISIN code LT 0000109274) of AB "Snaigė", by submitting the official tender in accordance to the procedure established in the legislative enactments regulating the securities market and implementing it in Vilnius stock exchange; the purpose of acquisition of shares was to maintain and increase the price of the Company's shares. It was decided to purchase up to 10 percent of the Company's shares in the Vilnius stock exchange for the price of 10 000 000 (ten million) Litas, i.e., such profit share appropriated to the reserve for acquisition of own shares; the Company will purchase the shares up to October 27, 2006; the maximum and minimum acquisition price of the shares: the minimum purchase price of the shares was set to 14 LTL, whereas the maximum price was set to 22 LTL; the minimum sales price of own shares is 14 LTL for one share.
During 2006 no repurchase of own shares was made.
During 2007 no repurchase of own shares was made.
During 2008 no repurchase of own shares was made.
| Year | Dividends paid out, LTL |
Amount of dividends per share, LTL |
Percentage of the nominal value of a share |
|---|---|---|---|
| 1997 | 634 014 | 0,50 | 3,33 |
| 1998 | 900 299 | 0,71 | 4,73 |
| 1999 | 553 690 | 0,36 | 2,40 |
| 2000 | 169 183 | 0,11 | 0,73 |
| 2001 | 2 676 166 | 1,74 | 11,60 |
| 2002 | 18 456 324 | 12,00 | 80,00 |
| 2003 | 3 074 054 | 2,00 | 11,33 |
| 2004 | 1 384 224 | 0,06 | 6,00 |
| 2005 | 0 | 0 | 0 |
| 2006 | 0 | 0 | 0 |
| 2007 | 0 | 0 | 0 |
| 2008 | 0 | 0 | 0 |
Company's central headquarters are situated in Pramonės str. 6, LT-62175, Alytus. Phone +370 315 56 506, fax. +370 315 56 207.
Company's Vilnius Office is situated in Kareivių str. 6, LT-09117, Vilnius. Phone +370 5 2361 970, fax. +370 5 2357 169.
2.1.1 The authorized capital registered in the enterprise register
| Name of the | Amount of the | Nominal value, | Total nominal | Share of the authorized |
|---|---|---|---|---|
| securities | securities | LTL | value, LTL | capital, in percentage |
| Ordinary registered shares |
27 827 365 | 1 | 27 827 365 | 100 |
| Registration of changed authorized capital |
The size of the authorized capital before the change |
Change | Reason for change | The size of the authorized capital after the changed |
|---|---|---|---|---|
| 2007.01.18 | 23 070 405 | + 756 960 LTL |
Acquisition of additional funds in order to acquire additional shares of OOO "Techprominvest" |
23 827 365 LTL |
| 2008.09.11 | 23 827 365 | + 4 000 000 LTL |
Increase of authorized capital by issuing 4 000 000 units of ordinary shares |
27 827 365 LTL |
In April 2008 AB "Snaigė" has issued 200 000 units of convertible ordinary bonds. On the redemption day one bond can be converted into 18 ordinary shares of AB "Snaigė" with nominal value of 1 LTL. In case all the bondholders convert the bonds' the authorized capital will increase by 3 600 000 LTL.
2.1.3.1 name, amount and specification of the loan or secondary securities to be converted or traded for shares providing the right to sign the Company's shares, as well as the term(s) and conditions of such trading for shares;
| The main information about issued convertible bonds | |
|---|---|
| Securities | 367 days to maturity coupon convertible bonds (hereinafter – Convertible Bonds) |
| Number of notes | 200 000 (two hundred thousand) units |
| Face value | 100 (one hundred) LTL or 28.9620 EUR (hereinafter 1.0000 EUR = 3.4528 LTL) |
| Total face value | 20 000 000 LTL or 5 792 400 EUR |
| Securities to be issued after conversion of the Bonds |
Ordinary shares of AB "Snaigė" |
| Conversion ratio | 1:18 (one Convertible Bond is converted to 18 (eighteen) shares) |
| Issue currency | LTL (Lithuanian litas) |
| Yield of the securities | 14 (fourteen) percent annual yield of issue price. |
| Value date | April 5, 2008. |
|---|---|
| Date of redemption | April 6, 2009 |
| Date of conversion | Bonds can be converted into ordinary shares of the Company at the day of redemption. The bondholders must express the wish to convert the bonds into shares to the Coordinator or the Company no later than 5 working days to the redemption date. |
| Procedure of the conversion |
At the day of Bond conversion the bondholders have a right to demand to convert their Bonds into ordinary shares of the Company. Every convertible bond is converted into 18 ordinary shares. |
| If the bondholders decide to convert their Bonds into ordinary shares of the Company, they lose the right to receive the nominal value of the bond together with the interest rate accumulated over the period on the redemption day. |
|
| The bondholders must inform the Company or the Coordinator in a written form or by telephone to convert the bonds no later than 5 working days until redemption. |
|
| After the redemption of the Bonds, if there will be any requests to convert the Bonds, the shareholders of the Company in a extraordinary shareholder meeting will change the articles of association of the Company and will confirm the new articles to represent increased share capital and number of shares. |
|
| If all bondholders will express their wish to convert the Bonds, the number of shares of the Company will increase by 3 600 000 ordinary shares. The total number of shares outstanding will amount to 27 427 365 ordinary shares. |
|
| Additional obligation to the holders of the notes |
The Company does not take any additional obligations to guarantee the duty to redeem the Issue. |
One issued convertible bond on the redemption day, 6 April 2009, can be converted into 18 ordinary shares of the Company. In case all the bondholders decide to convert owned bonds, 3 600 000 additional ordinary shares with nominal value of 1 LTL will be issued.
After the redemption of the Bonds, if there will be any requests to convert the Bonds, the shareholders of the Company in a extraordinary shareholder meeting will change the articles of association of the Company and will confirm the new articles to represent increased share capital and number of shares.
In case all the bondholders decide to convert the bonds, the authorized capital would be increased by additional 3 600 000 ordinary shares of AB "Snaigė". The size of increased capital then would be equal to 27 027 365 LTL. The structure of the authorized capital would not be affected by the conversion.
2.1.3.4 procedure and terms of signing or trading of the issued shares due to increase of the authorized capital by trading the loan or secondary securities or by right realisation; the categories of the owners of the loan or secondary securities to be provided with the preferential right to sign the shares (provided that the preferential right with regard to the
At the day of Bond conversion the bondholders have a right to demand to convert their Bonds into ordinary shares of the Company. Every convertible bond is converted into 18 ordinary shares. There are no any preferential rights provided for any bondholders to subscribe converted shares.
The bondholders must inform the Company or the Coordinator in a written form or by telephone to convert the bonds no later than 5 working days until redemption.
There are not set any restrictions for the transfer of Company's securities.
The total number of the shareholders on 31 December 2008 was 945.
The major shareholders who own or control more than 5 percent of the Company's authorized capital are listed below:
| Amount of the ordinary registered shares available, in pcs. |
Share of the authorized capital and votes available, in percentage |
||||||
|---|---|---|---|---|---|---|---|
| Names (company names, addresses, enterprise register codes) of the |
Total | incl. the ordinary registered shares owned by the shareholder |
Total incl. the share of the |
||||
| shareholders | incl. the ones Total owned by the shareholder |
share of the votes |
share of the capital |
share of the appointed votes |
share of the capital |
entities group operating jointly, in percentag e |
|
| Hansabank – Customer VP, Liivalaia 8, Tallinn 15040 Estonia, Enterprise reg. no. 10060701 |
12 002 781 | 12 002 781 | 43,17 | 43,17 | 43,17 | 43,17 | - |
| UAB "Survesta" –K. Tumeno str. 4, Vilnius Enterprise reg. no. 126408152 |
7 034 891 | 7 034 891 | 25,30 | 25,30 | 25,30 | 25,30 | 25,70 |
| Skandinaviska Enskilda – Customers VP, Sergels Torg 2, 10640 Stockholm, Sweden, Enterprise reg. no. 502032908101 |
4 844 888 | 4 844 888 | 17,42 | 17,42 | 17,42 | 17,42 | - |
There are no shareholders with special control rights.
All the shareholders have equal voting rights.
2.3.4 Shareholders agreement, about which the Company is informer and due to which the transfer of securities or voting rights can be restricted
The Company has no information about any shareholder agreements of such type.
| 2.4.1 | The employees of the Company in 2006-2008 according to the personnel groups: | |
|---|---|---|
| 2008 | 2007 | 2006 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Employees | Amount | % | Average salary |
Amount | % | Average salary |
Amount | % | Average salary |
| managers | 6 | 0,4 | 18 921 | 8 | 0,5 | 19 248 | 8 | 0,5 | 17 520 |
| specialists | 230 | 16,4 | 3 046 | 259 | 17 | 2 620 | 297 | 17,9 | 2 312 |
| workers | 1 168 | 83,2 | 1 508 | 1 261 | 82,5 | 1 377 | 1 352 | 82 | 1 273 |
| In total: | 1 404 | 100 | 1 845 | 1 528 | 100 | 1 680 | 1 657 | 100 | 1 544 |
| 2.4.2 | The structure of the Company's employees in 2006-2008 according to education level | ||||
|---|---|---|---|---|---|
| ------- | -- | -- | -- | ------------------------------------------------------------------------------------ | -- |
| Education level of the | 2008 | 2007 | 2006 | |||
|---|---|---|---|---|---|---|
| employees | amount | % | amount | % | amount | % |
| university education | 168 | 12 | 175 | 11,4 | 157 | 9,5 |
| professional high school education |
772 | 55 | 822 | 53,8 | 744 | 44,9 |
| secondary education | 449 | 31,9 | 484 | 31,7 | 628 | 37,9 |
| uncompleted secondary education |
16 | 1,1 | 47 | 3,1 | 128 | 7,7 |
| Total: | 1 404 | 100 | 1 528 | 100 | 1 657 | 100,0 |
| Employees | 2008 | 2007 | 2006 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | |
| heads | 11 | 0,5 | 12 | 0,5 | 11 | 0,5 |
| experts | 394 | 18 | 443 | 18 | 469 | 20,7 |
| workers | 1 832 | 81,5 | 2 006 | 81,5 | 1 785 | 78,82 |
| Total: | 2 237 | 100 | 2 461 | 100 | 2 231 | 100,0 |
| 2.4.3 | The employees of the Company and its subsidiaries in 2006-2008 according to the personnel groups | |||
|---|---|---|---|---|
No special rights or duties of the employees are indicated in the employment contract or collective agreement..
None of the significant agreements between the Company, shareholders, workers and etc. were changed.
The articles of the company can be modified by the decision of general shareholders meeting, with the qualified majority of 2/3, except from the cases described in the law of public companies.
After general meeting of the shareholders takes a decision to modify the articles, the list of all the modified text in the articles is made and signed by the attorney of the general meeting.
Modified articles and documents confirming the decisions to modify the articles have to be submitted to the register of the enterprises during the period specified by the law.
| Name | Position | Amount of shares available, in pcs. |
Share of the capital available, in percentage |
Share of votes, percentage |
|---|---|---|---|---|
BOARD
| Nerijus Dagilis | Chairman of the Board of AB "Snaigė" |
- | - | - |
|---|---|---|---|---|
| Domininkas Kašys | Member of the Board of AB "Snaigė |
- | - | - |
| Martynas Česnavičius | Member of the Board of AB "Snaigė |
15 | 0,00 | 0,00 |
| Marius Binkevičius | Member of the Board of AB "Snaigė |
- | - | - |
| Mindaugas Šeštokas (till 2008.04.11) | Member of the Board of AB "Snaigė |
- | - | - |
ADMINISTRATION (head of administration, finance director)
| Mindaugas Šeštokas (till 2008.01.03) | Managing Director of AB "Snaigė" |
- | - | - |
|---|---|---|---|---|
| Gediminas Čeika (from 2008.01.03) | Managing Director of AB "Snaigė" |
- | - | - |
| Loreta Nagulevičienė (till 2008-06-01) | Finance Director of AB "Snaigė" |
- | - | - |
| Neringa Menčiūnienė (from 2008-06- 02) |
Finance Director of AB "Snaigė" |
18th March, 2009 Domininkas Kašys announced his resignation as member of the management Board "Snaigė" from 1st of April, 2009.
| Name | Education, qualification | Workplaces and positions during the recent 10 years |
|---|---|---|
| From July 1997 to June 1998 worked as an banks analyst in AB Hermis bank |
||
| Nerijus Dagilis | Vytautas Magnus University, Bachelor in Business administration; Central Europe university, Master in Economics |
June 1998 – February 2000 – UAB IVKĮ Hermis Finansai, investments analyst, later clients' asset manager. |
| From February 2000 works as a chairman of the board of UAB "Hermis Capital" |
||
| From January 2008 – AB "Snaige" managing director |
||
| 2005 12 – 2008 01 – AB "Snaigė" sales director |
||
| 2001 05 – 2005 12 - "Kraft Foods Lietuva" VIP business clients relationships director for the Baltic states. |
||
| Gediminas Čeika | Vilnius University, bachelor in economics. | 2000 11 – 2001 05 – Internship at "Kraft Foods" company in Czech Republic. |
| 1997 – 2000 11 - "Kraft Foods Lietuva" sales director for Latvia and Estonia. |
||
| 1994 – 1997 - "Kraft Foods Lietuva" sales manager for Vilnius region. |
||
| From 2008 06 02 AB "Snaigė" finance director. |
||
| From 2008 05 – AB "Vilniaus Vingis" liquidator. |
||
| 2006 05 – 2008 05 – AB "Vilniaus Vingis" managing director. |
||
| Neringa Menčiūnienė |
Vilnius University, analysis of economic activities and accounting, accountant economist qualification |
2005 08 – 2006 04 - airline AB "Lietuvos avialinijos" finance and purchase director. |
| 2003 03 – 2005 08 – AB "Vilniaus Vingis" a chief accountant. |
||
| 2001 01 – 2003 03 – AB "Vilniaus Vingis" a chief accountant assistant. |
||
| 1996 08- 2003 03 – AB "Vilniaus Vingis" accountant. |
||
| From April 1996 – a chief accountant of UAB "Verslo Sėkmė" |
||
| From April 1998 – a chief accountant of UAB "NERLITA" |
||
| Loreta Nagulevičienė |
University education (Vilnius University) in the field of economics, mathematician qualification |
From 21 April 1998 – a chief accountant of R.Valivonienė sole proprietorship |
| From March 1999 – a chief accountant of UAB "ALMEIDA" |
||
| 2001 – a chief accountant of UAB |
| "NERLITA" | |
|---|---|
| From July 2002 – a chief accountant of AB ,,Švyturys – Utenos alus'' |
|
| 17 March 2003 – name changed to UAB ,,Švyturys – Utenos alus" |
| Name | Name of organisation, position | Share of the capital and votes available in other companies, in percentage |
|---|---|---|
| Nerijus Dagilis | UAB "Hermis Capital" chairman of the board | - |
| KITRON ASA chairman of the board | ||
| AB "Vilniaus Vingis" chairman of the board | - | |
| UAB "Ežerų pasaulis" | 25,00 | |
| UAB "Baltijos polistirenas" | 40,00 | |
| UAB "Survesta" director | - | |
| UAB "Hermis fondų valdymas" director | - | |
| UAB "Gulbinų turizmas" | 8,33 | |
| UAB "Meditus" member of the board | - | |
| Kaunas sport club "Oktanas" director | - | |
| UAB "Naftos gavyba" member of the board | - | |
| AB "Geonafta" member of the board | - | |
| UAB "Genčių nafta" member of the board | - | |
| UAB "Minijos nafta" member of the board | - | |
| UAB "Diena media print" chairman of the board | - | |
| AB "Kauno duona" member of the board | - | |
| UAB "Diena Media News", chairman of the board | - | |
| UAB "Deitona" director | 100,00 | |
| UAB "Diena Media", chairman of the board | - | |
| Domininkas Kašys | UAB "Vespera" director | 100,00 |
| UAB "Hermis Capital" member of the board | 5,08 | |
| UAB "Genčių nafta" member of the board | - | |
| UAB "Gulbinų turizmas" director | 8,33 | |
| Martynas Česnavičius | UAB LNK (Laisvas nepriklausomas kanalas) member of the board |
- |
| UAB "Profinance" chairman of the board | 50,00 | |
| UAB "Malsena plius" chairman of the board | - | |
| UAB "Litagra" member of the board | - | |
| UAB "Meditus" member of the board | - | |
| AB "Sanitas" member of the board | - | |
| UAB "Sidabra" member of the board | - | |
| UAB "Atradimų studija" member of the board | 31,00 | |
| AB "Kauno Pieno Centras" member of the board | - | |
| AB "TEO" member of the board | - |
| Name | Name of organisation, position | Share of the capital and votes available in other companies, in percentage |
|---|---|---|
| Marius Binkevičius | UAB "Alta Capital Partners" director | - |
| UAB "Vienybės Investicija" director | 100,00 | |
| UAB "FIS Investicija" | 50,00 | |
| Alta Capital Partners Management s.a.r.l. | 16,80 | |
| Robertas Beržinskas | AB "Utenos trikotažas member of the board | - |
| AB "Snaigė" member o the board | - | |
| UAB "Meditus" member of the board | - | |
| Gediminas Čeika | ||
| Neringa Menčiūnienė | AB "Vilniaus Vingis" liquidator | - |
| AB "Kauno duona" member of the board | - |
No records are present.
| Name | Start date of the office term |
End date of the office term |
|||
|---|---|---|---|---|---|
| BOARD | |||||
| Nerijus Dagilis | 2006 05 02 | 2010 05 02 | |||
| Domininkas Kašys | 2006 05 02 | 2009 04 01 | |||
| Martynas Česnavičius | 2006 05 02 | 2010 05 02 | |||
| Marius Binkevičius | 2006 05 02 | 2010 05 02 | |||
| Mindaugas Šeštokas | 2006 05 02 | 2008 04 11 | |||
| ADMINISTRATION (Managing Director and Chief Accountant) | |||||
| Gediminas Čeika | 2008 01 03 | Term less agreement | |||
| Loreta Nagulevičienė | 2006 01 02 | 2008 06 01 | |||
| Neringa Menčiūnienė | 2008 06 02 | Term less agreement |
18th March, 2009 Domininkas Kašys announced his resignation as member of the management Board "Snaigė" from 1st of April, 2009.
During 2007 no salaries were paid to the members of the management bodies.
2.7.2.2 about the salaries, tandems and other profit benefits paid to the members of the Company's Board of observers, Board and Administration sourced from the enterprises where the share of the authorized capital owned by the Company amounts to more than 20 percent
No such payments were made during 2008.
2.7.2.3 the loans, warranties and securities of the performance of liabilities granted to the members of the management body during the accounting period.
No loans, guarantees there issued for the members of managements bodies during the accounting period.
2.7.3 Important agreements, the party of which is the Company and which would take effect, change, or would stop being valid in case the control of the Company changes, also the effect of such agreements, except from the cases when the disclosure of such agreements would result in large damage to the Company
As far as it is known to the Company, there are no such agreements.
2.7.4 Company's and its management bodies members or employees agreements, describing compensation in case the members or employees resign, or are fired without grounded reason, or if their employment would end because of change of control of the Company;
As far as it is known to the Company, there are no such agreements.
Real estate agreements, unaccustomed sales and purchase agreements, and loans granted.
In 2006 it was decided to acquire 100% of the share capital of Russian company OOO "Liga Servis" (registered in Moscow) from Estonian citizen Mr. S. Butenko for the price of 1000 (one thousand) Litas.
Pursuant to the decision of the Board of February 28, 2006 AB "Snaigė" granted the loan of 5 500 000 (five million five hundred thousand) Litas to UAB "Hermis Capital". The loan was repaid.
Pursuant to the decision of the Board of March 23, 2006 AB "Snaigė" granted the loan of 15 000 000 (fifteen million) Litas to UAB "Hermis Capital". The loan was repaid.
| Subject | Purchase value, LTL |
|
|---|---|---|
| From companies controlled by AB "Snaigė" shareholders: | ||
| UAB "Hermis Fondų Valdymas" | Rent payments | 52,752 |
| From companies controlled by management members, their relatives: |
||
| UAB "Lisiplastas" | Materials | 7,072,470 |
| UAB "Baltijos polistirenas" | Materials | 2,481,889 |
| UAB "Astmaris" | Materials | 6,847,895 |
| UAB "Aljana" | Materials | - |
| UAB "Lanksti Linija" | Materials | - |
Purchases from related parties in 2006:
| Subject | Receivable/Payabl e, LTL |
|
|---|---|---|
| Payable: | ||
| UAB "Lanksti Linija" | Trade receivables | 1,368,513 |
| Receivable: | ||
| UAB "Lisiplastas" | Trade payables | 23,020 |
| UAB "Aljana" | Trade payables | - |
| UAB "Lanksti Linija" | Trade payables | 9,435 |
Receivables/payables from/to the related parties, 31 December 2006:
Transactions with related parties in 2007:
| Transactions with companies controlled by the shareholders of AB "Snaige" | ||||||
|---|---|---|---|---|---|---|
| Company | Subject | Purchase amount, LTL | Sales amount, LTL | Payable, LTL | ||
| UAB Hermis Capital | Interest payment | 42 011 | ||||
| UAB Hermis Capital | Loan received | 12 500 000 | ||||
| UAB Hermis Capital | Loan paid back | 12 500 000 | ||||
| UAB Genčių nafta | Interest payment | 37 178 | ||||
| UAB Genčių nafta | Loan received | 3 500 000 | ||||
| UAB Genčių nafta | Loan paid back | 3 500 000 |
| Transactions with the companies controlled by the members of management and their close relatives | |||||
|---|---|---|---|---|---|
| Company | Subject | Purchase amount, LTL | Sales amount, LTL | Payable, LTL | |
| UAB Baltijos polistirenas | Raw materials, supplies | 4 399 357 | 805 689 | ||
| UAB Astmaris | Raw materials, supplies | 7 377 466 | 961 847 | ||
| UAB Aljana | 0 | 0 |
Transactions with related parties in 2008:
Company's related parties and transactions with them in 2008:
UAB "Hermis Capital" (general controlling shareholder);
UAB "Genčių nafta" (general controlling shareholder);
AB "Kauno duona" (general controlling shareholder);
UAB "Meditus" (general controlling shareholder);
UAB "Baltijos polistirenas" (members of management and their close relatives controlled companies);
UAB "Astmaris" (members of management and their close relatives controlled companies).
| 2008 | Purchases | Sales | Payable | |
|---|---|---|---|---|
| UAB "Baltijos polistirenas" | Raw materials, supplies | 3 712 781 | 2 821 | 375 517 |
| UAB "Astmaris" | Raw materials, supplies | 8 462 171 | - | 1 272 617 |
| 12 174 952 | 2 821 | 1 648 134 |
The company has several contracts of guarantee, according to which they have guaranteed payments to the suppliers for their subsidiaries:
For OOO "Techprominvest " debts
| Supplier | Subsidiaries payables to the suppliers, LTL | |
|---|---|---|
| AB "Panevėžio stiklas" | - | |
| UAB "Lisiplast" | 1 191 776 |
| Worwag Polska | - | |||
|---|---|---|---|---|
| For UAB "Almecha " debts | ||||
| Supplier | Subsidiaries payables to the suppliers, LTL | |
|---|---|---|
| UAB "Mechel Nemunas" | 122 734 |
On 25 April 2008 the company vouched to bank ZAO "IKB Evropejskij" for its subsidiary's OOO "Techprominvest" 94 mln. Russian rouble credit limit (somewhere around 7,8 mln. LTL for the date of 31 April 2008). On 31 December 2008 OOO "Techprominvest" had already used 81,269 thou. Russian rouble (somewhere around 6,773 thou. LTL.)
Financial and investment transactions with related parties in 2008, LTL.
| Company | Loans received | Loans paid back | Interest paid |
|---|---|---|---|
| UAB "Hermis Capital" | 29 300 000 | 23 586 621 | 87 109 |
| UAB "Genčių nafta" | 8 750 000 | 8 750 000 | 190 137 |
| AB "Kauno duona" | 1 100 000 | 1 100 000 | 33 659 |
| UAB "Baltijos polistirenas" | 3 000 000 | 3 000 000 | - |
| UAB "Meditus" | 6 000 000 | 5 000 000 | - |
| Total | 48 150 000 | 41 436 621 | 310 905 |
AB "Snaigė" acts in accordance with the Statute of the Company, Law on Companies of the Republic of Lithuania and other legal enactments and the normative acts of the Government of the Republic of Lithuania.
AB "Snaigė" is a member of Lithuanian Confederation of Industrialists.
Lithuanian Confederation of Industrialists (LPK) comprises 41 branch and 8 regional associations composed of more than 2,700 enterprises of various type. The Confederation includes not only the majority of industrial enterprises but also banks, sales enterprises, subsidiaries of foreign firms, scientific research institutions and scholastic institutions. The activities of the members of LPK encompass all the main industrial areas; the major part of the goods produced in Lithuania is manufactured by them.
The Lithuanian confederation of industrialists is a non-political and non-governmental organisation that acts independently of the State. The policy of LPK is executed autonomously. The Confederation has significant influence on the Parliament (Seimas) and Government of the Republic of Lithuania.
AB "Snaigė" does not participate in the authorized capital of the Lithuanian Confederation of Industrialists.
AB "Snaigė" is a member and the founder of the International Chamber of Commerce Lithuania (ICC Lithuania). ICC Lithuania is a national committee of the International Chamber of commerce (ICC) in Lithuania unifying more than 40 members. ICC Lithuania participates in commission work of different areas in order to reflect the problems and experience of Lithuanian business society in the international business standards and guidelines created by the ICC Global Board.
AB "Snaigė" is a member and the founder of the Association of Domestic Equipment Manufacturers "CE CED Lithuania". The goals of the association are as follows: to coordinate activities of the members of the association active in the area of manufacture of domestic equipment, represent and defend the interests of the members, settle the issues raised by the members, ensure proper protection of the manufacturers' interests, etc.
AB "Snaigė" is a member of "Infobalt EPA" association. This association unites the manufacturers of electrical and electronic equipment, both wholesalers and retailers, for performance of the tasks related to handling of old electrical and electronic equipment articles.
AB "Snaigė" was established in 1963 in Alytus. During the first years first 25 refrigerators were produced. Refrigerator models "Snaigė-1M" and "Snaigė-8" were launched for mass production. More than 100 000 refrigerators were produced up to 1968 when a new plant was built in the industrial area of the city. In 1975 the number of produced refrigerators amounted to more than 1 million. In 1977 the company was integrated into manufacturing association "Atlant" of "Minlegpiščemaš" union in Moscow. In 1983 AB "Snaigė" started export of the products to foreign countries.
In 1990 the control of the plant was transferred to the Republic of Lithuania. A new development stage was started marked by search for new markets and new partners. In 1992 privatisation of AB "Snaigė" was initiated according to the privatisation scheme established by the Government of the Republic of Lithuania; the company was registered as a Public Limited Company.
In 1995 the enterprise was retooled, and usage of chlorofluorocarbon was terminated. All the products of AB "Snaigė" were manufactured using environmental friendly materials.
In 1996 a new cover production line was established.
In 1997 English auditing firm "Bureau Veritas Quality International" approved the compliance of the Company's quality management system with the requirements of ISO 9001 quality standard. The international standard ISO 9001 is a quality system providing the opportunity to ensure stable quality of the product. All refrigerators are granted international certificates.
In 1998 the technology of plastic processing was renewed.
In July 2000, three years since certificate was issued, "Bureau Veritas" re-certified the quality management system of AB "Snaigė". The audit reports showed that the Company had been using, updating, maintaining and improving the quality management system and it complies with the requirements of ISO 9001 standard.
AB "Snaigė" was granted the quality management system certificates holding the accreditation marks of Germany, UK and the Netherlands.
The Company is continuously solving environmental issues. In 2001 these efforts were appraised by the environmental management system certificate ISO 14001.
In 2002 AB "Snaigė" purchased OOO "Snaigė – Ukraine".
In March of 2004 a new plant was launched in Kaliningrad, which allowed increasing export volumes to Eastern Europe.
In October of 2004 the Company purchased OOO "Moroz – Trade". The activities of this subsidiary company comprise sales and marketing services.
In January of 2006 the Company acquired OOO "Liga Servis". The activities of this subsidiary company are sales and marketing services.
On 30 October 2006 a subsidiary company UAB "Almecha" was established. The main business activity of "Almecha" is design, manufacturing and installing of machinery and equipment
In December 2006 the Company acquired 100% of OOO "Techprominvest" shares. The main activity of the acquired company is production and sales of refrigerators.
In April 2007 Company started production of new refrigerators line "Snaige Ice Logic"
In November 2007 new refrigerators line "Snaige Ice Logic" has been awarded in annual competition "Innovation 2007" in "Inovative Product" category.
In December 2007 Lithuanian confederation for industrialists has organized annual competitions "Lithuanian product of the year". Under the equipment, electronics and electro mechanics industry products category a domestic refrigerator RF 34SH S10001 received a golden medal award
April 2008 Mindaugas Šeštokas resigned as a board member of AB "Snaigė". Robertas Beržinskas was elected as a new board member.
September 2008 statutes with increased share capital were registered at register of legal entities. The increased share capital was 27 827 365 LTL. The nominal value of one share – 1 LTL.
September 2008 partially EU financed project "AB "Snaigė" employees' entrepreneurship education" was completed successfully. 271 employees have successfully completed this training.
On December 2008 Lithuanian confederation for industrialists has organized annual competitions "Lithuanian product of the year". For the eight time AB
"Snaige" received a product award. Under the equipment, electronics and electro mechanics industry products category a domestic refrigerator RF 31SH S10001 received a golden medal award. This product is part of new "Snaige Ice Logic" product line. In a short period of time this product became one of the most popular and most bought refrigerators not only in Lithuania, but also in Estonia, Latvia and Ukraine. High recognition of the product is evidence that the company is able to flexibly react to the constant changes in the market and successfully compete with other refrigerators producers.
AB "Snaigė" specializes in manufacture of high quality domestic refrigerators and freezers. Beside the refrigerators for commercial purposes, also refrigerators for hotels and restaurants are produced, as well as spare parts of refrigerators, tools and equipment.
| Type of activities | 2008 | 2007 2006 |
||||
|---|---|---|---|---|---|---|
| units | perc. | units | perc. | units | perc. | |
| Refrigerators sold, units |
523 219 | 100 | 653 453 | 100 | 566 734 | 100 |
| including: | ||||||
| Combined refrigerators – freezers with separate external door |
410 761 | 78,5 | 535 178 | 81,9 | 464 722 | 82,7 |
| Domestic refrigerators (single cooler) |
28 466 | 5,4 | 28 625 | 4,4 | 29 988 | 5,3 |
| Freezers | 66 766 | 12,8 | 70 775 | 2,9 | 53 271 | 9,3 |
| Commercial refrigerators |
17 226 | 3,3 | 19 318 | 10,8 | 15 334 | 2,69 |
The sales figures of the Company's activities for the last three years are as follows (consolidated data):
| Type of activities | 2008 | 2007 2006 |
||||
|---|---|---|---|---|---|---|
| units | perc. | units | perc. | units | perc. | |
| Refrigerators sold, units |
368 574 | 100 | 462 354 | 100 | 435 232 | 100 |
| including: | ||||||
| Combined refrigerators – freezers with separate external door |
256 116 | 69,5 | 343 636 | 74,3 | 336 639 | 82,7 |
| Domestic refrigerators (single cooler) |
28 466 | 7,7 | 28 625 | 6,2 | 29 988 | 5,3 |
| Freezers | 66 766 | 18,1 | 70 775 | 15,3 | 53 271 | 9,3 |
| Type of activities | 2008 | 2007 | 2006 | |||
|---|---|---|---|---|---|---|
| units | perc. | units | perc. | units | perc. | |
| Commercial refrigerators |
17 226 | 4,7 | 19 318 | 4,2 | 15 334 | 2,69 |
The refrigerators are sold for negotiated prices. They are sold to various countries according to individual contracts. The contract prices differ depending on the foreign country, therefore they are not fixed prices. The contract prices are confidential.
| The main indicators of the Company's activities and dynamics (consolidated data): |
|---|
| ----------------------------------------------------------------------------------- |
| Financial Figures | 2008 | 2007 | 2006 |
|---|---|---|---|
| Profit before tax indicator, % | -7,6% | -2,9% | -2,9% |
| General mark-up, % | 12,6% | 12,0% | 14,3% |
| EBITDA mark-up, % | 0,9% | 3,0% | 3,9% |
| Solvency ratio, % | 86% | 86% | 119,3% |
| Debt to assets ratio, % | 64,95% | 63,73% | 63,92% |
| Return on average shareholders' equity, %1 | -30,62% | -12,96% | -10,78% |
| Shares indicators | 2008 | 2007 | 2006 |
|---|---|---|---|
| Earnings per share, LTL | -0,87 | -0,49 | -0,46 |
| Average annual share market price, LTL | 3,02 | 9,57 | 12,94 |
| EBITDA per share, LTL | 0,11 | 0,51 | 0,60 |
1 Calculated as group's net profit divided by average shareholder equity (average of shareholders' equity at the beginning and at the end of accounting period)
| EBITDA multiplier (EBITDA per share / Average annual share market price) |
0,04 | 0,05 | 0,05 |
|---|---|---|---|
| Total dividends, in thous. LTL | - | - | - |
| Dividends per share, LTL | - | - | - |
| Average net book share value, LTL | 2,5 | 3,69 | 4,03 |
During year 2008 AB "Snaigė" has sold over 523 thous. refrigerators. Sales revenues have reached 339 m. LTL which is 17 percent less than in year 2007. Smaller sales revenues were result of decrease in overall consumption in almost all Company's sales markets and currency devaluation in Russia and Ukraine.
According to the importance of sales markets and geographical segmentation the company divides it sales markets into following groups: Baltic States market (Lithuania, Latvia, and Estonia), Eastern market (Russia, Ukraine, Kazakhstan, Uzbekhistan, over countries of CIS), Western market (Germany, France, Belgium, Holland, Poland, Portugal, Czech Republic, other Western and Central Europe countries).
During 2008 AB "Snaigė" has sold most of its production in Eastern markets – the sales share amounted to 55%, total revenue of 195 m.LTL were received from the region. Devaluation of local currencies at the end of 2008 resulted in dropping sales in Eastern market, thus, if compared with 2007, the comparative weight in total sales have decreased by 22%. 41% of Company's production was exported to Western markets, sales revenues from the region have reached 118 m.LTL. The share of sales in Western Europe relatively to total sales have increased by 6%, as economic downturn has affected Western Europe countries less dramatically then in Eastern Europe. The remaining revenues part of 4% was from sales in Baltic States markets, were sales revenues have reached 14.1 m.LTL.
In Baltic states during year 2008 AB "Snaigė" has in total sold 24 thous. refrigerators and has received sales revenues of 14.1 m.LTL. Due to high inflation in the beginning of the year and growing economic instability the purchases of household appliances, including refrigerators, were decreasing.
The sales of large household appliances have decreased significantly, when compared with year 2007. Sales of AB "Snaigė" in the region have halved.
In Lithuania during year 2008 AB "Snaigė" has sold almost 15 thous. refrigerators, sales revenues have reached more than 9.1 m.LTL. In Lithuania the company had market share of 12%.
In Latvia during year 2008 over 5 thous. Refrigerators were sold, sales revenues have reached almost 3 m.LTL.
In Estonia during year 2008 AB "Snaigė" has sold almost 4 thous. refrigerators, sales revenues reached 2 m.LTL.
The most popular AB "Snaigė" refrigerators sold in the Baltic states are middle sized, two doors refrigerators with freezer in the bottom. The main competitors in the market are Turkish "Beko", Korean "Samsung" and "LG", Swedish "Electrolux", Italian "Whirlpool". Buyers of the Baltic States value the quality (only highquality materials from reliable suppliers are used), reliability , reliable servicing.
Compared with 2007, in Eastern markets AB "Snaigė" has sold 26 % less refrigerators. In Eastern Europe and the CIS countries during year 2008 the Company has sold more than 286 thousand units of refrigerators and has received more than 195 m. LTL as revenues, which was 22 % less than in 2007.
Sales in Ukraine and Russia accounted to the largest part of exports to Eastern markets. In Ukraine sales fell by 30 %, more than 116 thousand refrigerators were sold, generating revenues of over 73 m. LTL.
The decline in sales resulted due to decrease in consumption, devaluation of local currency, which started in October 2008. The market for refrigerators has frozen completely after the devaluation. In Ukraine AB "Snaigė" is the fifth most popular brand – it is achievement of company's consistent and hard work. Refrigerators of AB "Snaigė" are valued by Ukrainians as reliable and of high quality products.
In Russia AB "Snaigė" sales, when compared with 2007, have decreased by 18 %. Over 158 thousand refrigerators were sold in the market which resulted in sales revenues of 114 m.LTL Entering the Russian market was easy for AB "Snaigė", however it is hard to compete with other major manufacturers. The competitors have much greater resources to implement various marketing actions, keep lower prices, and offer more products. In addition, the major producers - "Electrolux", "LG", "Beko", Siemens, Indesit, and other brands in Russia are better known than "Snaigė".
If compared with year 2007, the revenues from sales in Western Europe markets have decreased by 8%. In total 212.5 thousands refrigerators were sold and 118.5 m.LTL of revenues were generated. The largest part of production was sold in France, Germany, and Portugal.
The company produces various models of high-quality household refrigerators, fridges - showcases, fridgesminibars, and wine coolers for businesses and hotels, freezers and their spare parts.
| RF – refrigerators with freezers in the lower part; |
|---|
| FR – refrigerators with freezes in the upper part; |
| R – one door refrigerators with freezers, mini bars; |
| F – freezers; |
| C – refrigerators without freezers; |
| CD – refrigerators – show cases. |
AB "Snaigė" has registered two trading marks : "Snaigė", "General Frost". Besides these, the plant is producing refrigerators under other brands of trade partners and retail networks:
The materials and completing parts are supplied to the Company from more than 20 countries worldwide. European manufacturers and suppliers of materials constitute the major part of them. Procurement volumes mainly from China were constantly increasing. The company is in cooperation with South America's and Korean compressor manufacturers.
The major suppliers are listed below: ACC, Danfos Compressors Gmbh, Bay systems, Geko-Kart, CFF, AO Severstallat, Arcelor-Mittal, KME Europa metal AG, KM Ibertubos S.A., Sintur s.z o.o., Ilpea, Basf, Dipol, Bay Systems Northern Europe, UAB Alytaus ARA, UAB Lisiplast, and UAB "Hoda".
The priorities set in the purchase strategy of the Company are high quality assurance and effective logistics. The increasing competition between the suppliers stimulates continuous improvement of the purchased product.
The technical servicing teams of AB "Snaigė" suppliers closely cooperates with the technicians and engineers of the Company in search for common technical solutions increasing quality and decreasing costs of the products.
Macroeconomic risk – currently Lithuanian and other world markets are in the economic downturn phase. This might have an effect on Company's production demand as well as its business perspectives. There is a risk that due to these macroeconomic risks the Company's financial situation might worsen.
Currency devaluation – Company's revenues are earned in different currencies. The main foreign currencies that the Company receives its revenues are in USD, Russian Rubble and Ukrainian Hryvna. The risk exists that one of the currencies in which the Company receives part of the revenues might be devaluated or would depreciate significantly. Such an event can negatively affect Company's financial situation.
Credit risk – there is a risk, that due to unfavourable changes in products markets, worsening financial situation, diminishing opportunities for refinancing the loans, and other factors, the Company might not be able to meet its financial obligations. At the moment Company's activities are incurring loss. Over 2008 the Company incurred consolidated net loss of 24 100 thou. LTL. Credit risk related to the deposits in banks is limited, as the Company is cooperating only with the largest Lithuanian banks. On the 31st December 2008 the debt to assets ratio was 0.65. On the 31st December 2008 financial debts were equal to 60 711 thou. LTL. Real estate (for 27 124 693 LTL), machinery (for 12 286 749 LTL), part of inventories (for 7 000 000 LTL), inventories (for 19 300 000 LTL), part of accounts receivable (for 12 374 835) and financial assets of the Company (for 2 808 360) are put on pledge to cover loans. Loan repayment is going according to the timetable.
Liquidity risk – Company's consolidated current liabilities on December 31, 2008 have exceeded current assets. Current ratio was equal to 0.86. As current liabilities exceed current assets, the risk exists that in case creditors request to cover current liabilities, the Company will not be able to meet this requirement using its current assets. Such situation would negatively affect the Company financial situation and its business perspectives.
Credit market risk – currently the stagnation has overtaken the credit market not only in Lithuania but on the global scale too. As the Company's financial reserves are limited, its activity largely depends on the outside financing. In case of decreased possibility of attainable credit, the risk exists that this might negatively affect the Company's financial situation.
Bad debts risk – in previous years the Company has experienced loss from bad debts due to the insolvency of indebted clients. During year 2008 445 221 LTL of clients' debts were classified as bad debts, during 2007 – 470 287 LTL. There is a risk that in future periods the Company will also incur bad debts which would worsen Company's financial situation.
Financial accounting accuracy risk – in audit reports for year 2006 and 2007 the auditor of the Company has stated conditional opinion on the accuracy of the financial statements. Previous inaccuracies allow making assumptions that in future periods financial accounts can also be inaccurate and inaccurately represents real financial situation of the Company.
International trade restrictions risk – the large part of the Company's production is exported to the countries outside the European Union. The risk exists that changed trade policy might worsen the export conditions into these countries. Such changes would negatively affect the Company's export possibilities and financial situation.
Market risk – the Company and Company's subsidiary enterprises are involved in production and sale of domestic and commercial use refrigerators. There is the risk that due to unfavourable changes in realization and production markets the Company and its controlled enterprises might suffer losses, which will worsen the financial situation.
Currency risk – part of Company's income is received in US Dollars which has a free float exchange rate with respect to Lithuanian Litas. In case the exchange rate dramatically changes due to some extraordinary events in US Economy, Company's financial situation might change.
Political risk – Company is involved in production during which hazardous chemical substances as byproduct are emitted. Environment protection is politically heavily regulated in Lithuania and European Union. As a result, a risk exists that due to introduction of new regulations Company will be forced to adjust its manufacturing processes. Such adjustment could require large investments and could negatively affect Company's financial situation.
Operational risk –a risk to incur direct/indirect losses due to inadequate or inoperative internal processes, systems, or technologies, actions of employees, representatives, other external actions. A part of operational risk is the legal risk, which occurs in case of inappropriate execution or implementation of various treaties, contracts, agreements, cases, and laws.
Technological risk – this risk comprises the physical and moral depreciation of technological equipment. The consequences of this type of risk are indirect.
2.9.9 Termination or reduction of production volume with the critical effect on the Company's performance during recent 2 economical years
Alytus plant work was stopped for the period of 9 March 2009 till 16 March 2009.
Kaliningrad's plant work was stopped from 2 March 2009.
The Company's activities are independent of patents or licences.
Currently the court procedure is in progress regarding the fire in France, damage value around 73 033, 01 EUR. It is suspected, that fire has started due to the overheating of refrigerator compressor, which was manufactured by AB "Snaige". However, it is not proved so far. Process is in progress.
Currently the dispute is being solved in Ukraine concerning the debt repayment for "Snaigė". The total amount is 572 616,11 UAH.
Currently the court procedure is in progress regarding the fire in Lithuania. It is not enough evidence that fire was caused of a poor quality refrigerator manufactured by AB "Snaigė". The court has received comments from AB "Snaigė" regarding the claim. The next trial period is not assigned yet.
2.9.12.1 Subsidiary companies' names, head office addresses, type of activities, the authorised capital, share of the authorized capital unpaid by the Company, net profit (loss), ratio of short-term liabilities and current assets, ratio of total liabilities and total assets.
| TECHPROMINVEST | MOROZ TRADE |
LIGA SERVIS |
SNAIGE – UKRAINE |
ALMECHA | |
|---|---|---|---|---|---|
| Head-office address | Russia | Russia | Russia | Ukraine | Alytus, Lithuania |
| Type of activities | manufacture of refrigerators |
sales and marketing services |
sales and marketing services |
sales and marketing services |
production of other equipment and machinery |
| Share of the authorized capital available to AB "Snaigė", % |
100 | 100 | 100 | 99 | 100 |
| The authorized capital (LTL) |
12 468 840 | 947 | 1 028 | 88 875 | 1 375 785 |
| Share of the authorized capital unpaid by the Company |
Completely paid | Completely paid |
Completely paid |
Completely paid |
Completely paid |
Each year Company invests into development of technical progress and manufacture of new, ecologicalfriendly, cost-effective and modern product s. Three new products were developed, and the current products improved. In the process of acquisition of new products the new technologies were assimilated, and the current ones improved.
In 2004 over 10 m.LTL were invested into development of new products.
In 2004 projects improving manufacturing technologies, increasing manufacturing efficiency, improving products quality and work condition were completed.
The most important projects are listed below:
The main investment projects of 2005:
The total investments of the company in 2005 amounted to 11.6 mill. LTL, 7.86 mill. LTL of which were invested into manufacture of new products.
There were six projects implemented at AB "Snaigė" in 2005, according to the investment program. Three of them have been already finished and implemented (CD 480, RF 390-1703 and RF 390-4703, RF 390-5703). The activities of other projects are continued in 2006.
CD 480 is a 203 cm high, 480 liters capacity professional commercial refrigerator with an advertising plate mounted (removable) on the glass door. The refrigerator places 553 (0.33 l) or 274 (0.5 l) bottles. Beside that, the design of the refrigerator provides for many user-friendly elements: self-closing door, vertical illumination within the whole height of the refrigerator, possibility to mount the shelves in horizontal or leaned position, etc.
This project served as a basis for manufacture of various commercial refrigerators.
RF 390 is 2 meters high, 365 liter volume refrigerator with two chambers, retaining all the best characteristics of "Snaigė" refrigerators.
This model is published to satisfy two meters height refrigerators with two chambers demand
In order to complement the line of the "TOP" class refrigerators and considering the increasing customers' needs and technological progress, we developed a two-freeze-chambers fridge freezer with switch valve. The project was completed at the end of 2005.
RF 390-4703 and RF 390-5703 are the variations of RF 390 with a valve-operated freezing system. Those freezing system is much more progressive than the products with two-compressors freezing system.
A one-compressor system is exceptional for the following reasons:
Both chambers of RF 390-5703 can be manually operated independently from each other. Added value is provided to the RF 390-4703 by electronic control system, low energy consumption and convenient details.
In 2004 a trend of angular domestic appliances has been observed. Besides, technical and energetic requirements are rapidly increasing, which are not possible to satisfy by the current design of the "Snaigė" refrigerators. Therefore presently the new refrigerator design is being developed, complying with the mainstream trends and the existing and prospective requirements.
The idea of new design was created in 2004, which encompasses all three versions listed below:
The construction basis of all the variations is the same: the side panels are mounted up to the top, thicker insulation, updated internal chamber design and construction. Internal illumination is ensured in the upper part, and the shelves are mounted in the special formed grooves. Various handles may be used with this design (vertical, horizontal, integrated), which further enhances the choice of the available variations.
Investments into new technologies of AB "Snaigė" amounted to 1.38 mill. LTL in 2005. New progressive technologies were implemented in the company, which enlarge production capacity, comply with the environmental requirements, improve quality of the products and work conditions. Within the process of development of new products new technologies were implemented and the existent ones improved.
Main investment projects in 2006:
According to investment programs in 2006 the further development of 6 models of new-design RF twofreeze-chambers refrigerators was continued. The development will not only provide with the renewed design, but will also create the base platform for the new generation refrigerators allowing reaching higher energy efficiency.
To allow production of the new design refrigerators, the connective components production line was modernized, two new moulding machines were purchased, 30 moulding forms, 27 stamps, 13 sets of vacuumforms, 6 sets of punches PPU, 5 sets of forms PPU, were manufactured, helium regeneration system and aluminium tubes cutting line were modernized.
In 2006 total amount of 7,189 thous. LTL was invested into development of new products.
In addition to that, during 2006 existing technologies were modernized and new ones implemented – glue covering of Al vaporizer sheets instead of using double-side glue-type, isolation of filled-up PPU, modernization of case and door painting-repairing line, centralization of nitrogen supply using nitrogen production generator, and other improvements. Investments of 3,299 thou. LTL where maid toward technology development and production support
Company has successfully started new design refrigerator production. New refrigerators are: RF39, RF36, RF34, RF32, RF31, RF30, RF27 which are characterized by squared doors till the upper edge of the fridge, and integrated handle.
In addition, II type new design production line. Refrigerators are built with vertical or horizontal screwed door handles.
In 2007, Company has invested 20.101,2 thous. LTL for the upgrade of production lines and new design refrigerators production. Invested was mainly allocated of the creation of new products and new automatic freely programmable casing parts production line.
Company has successfully adopted new and currently most advanced used technologies available in the European Union. These technologies comply with all the environmental regulations, increase the quality and working conditions, lower production costs, allow for the flexible changes in output and assortment.
Important projects in 2007
The rest of investment consisted of new design for refrigerators creation and production lines upgrades that were 3.870,46 thous. LTL worth.
Moreover company's resources were also invested in:
Total amount of investment into material non current assets in 2007 was 23 656,3 thous
LTL.
2008 main investment projects
1.558,4 thou. LTL were invested into new product development
The most important projects are listed below:
This is completely new type of refrigerator with combined refrigerating system. Fresh food storage section is with freezing system and cooling section – no frost refrigeration system with air circulation (don't need to dissolve the freezer).
This is an original refrigerator without some components, manufactured according clients wish ready for further manufacturing at clients (SMEG) plant.
First ND refrigerators were manufactured with magnetic switch. This year was assimilated the simpler and more reliable management ND refrigerators with mechanical switch.
This is a new design refrigerator with transparent doors and new colours array, providing clients with capability to choose various options
389.7 thou. LTL were invested in technology development program. These investments were allocated here:
For installation of transparent containers these technological projects were accomplished:
designed, produced and absorbed in the production of two new mouldings – 285 thou. LTL;
absorption of the foundry shape with a hot touch – 7,5 thou. LTL;
new drawing on containers machine TSQ80/60 – 2,1 thou. LTL;
Refrigerator lighting mechanical control – 41,4 thou. LTL, mastered production of new connecting elements – 36,7 thou. LTL, bought and installed video cameras – 7,8 thou. LTL and some other technological projects – 9,3 thou. LTL.
In addition to the development of new technologies in manufacturing refrigerators was also invested in other company activities:
"Snaigė" energy economic renewal for 2008 – 458,6 thou. LTL. Modernisation of electrical substation TP-5 was carried out as well as acquisition and implementation or new air conditioning system.
624,6 thou. LTL were directed towards production technical support program. The company acquired: guillotine shears, electric forklifts, and stand-pressure measuring instruments for calibration, equipment, other equipment and tools.
Total 2008 investments were equal to 3,281 mln. LTL.
The investments in 2009 should reach not more than 1,8 mln. LTL. These investments will be for the current technical base efficiency maintenance. The investments will be financed from company's working capital.
AB "Snaige" is one of the most advanced manufacturing companies of Lithuania in the field of environment protection. Our vision – ecological products, clean technology and clean environment.
The activities of the company are regulated by environment protection management system, which complies with international ISO 14001 standard requirements. The system is working since 1995, and last year certificate bureau Bureau Veritas Certification Lietuva has extended the validity of the system for additional three years.
When developing a new product, the company gives a priority for the manufacturing processes which save raw materials, for safe transportation, waste elimination and quality of products. In manufacturing the company tries to use materials which later can be recycled. The company complies with European Parliament and European Commission directive 2005/32/EB, which regulated design of the products.
"Snaigė" refrigerators are manufactured from ecological materials which do not have any harmful elements. For example, every plastic part of a refrigerator is marked (according to ISO), so that it can be reused one more time, recycle according to directive 2002/96/EB describing electrical and electronic equipment waste requirements.
Technological product surface coating process is ecologically clean: solid covering and drying with natural gas is used. Cooling system is filled with natural cooling gas R600a, which do not deteriorate ozone and for insulation of the refrigerator no harmful ciklopentane is used.
The major part of the AB "Snaige" products are of highly power efficient class A and A+. Such refrigerator consumes up to 30% less electricity per year than other typical refrigerators.
When buying refrigerators, customers are provided with information related to environment protection. It is advised, how to install, maintain a product so that it is used as long as possible and the impact on environment would be diminished. In addition to that, it is indicated how to utilize the product after it is no longer usable.
Recycling companies are provided with information about dismantling of no longer usable products and their utilization.
The company has old refrigerators utilization system. Starting with 2006 the company started to utilize large electric household equipment – refrigerators and fridges – waste.
AB "Snaige" fully complies with the requirement of Kyoto protocol about the global warming and climate change. Materials used in manufacturing do not deteriorate ozone and do not ad to global warming.
The company saves electricity, water, heat: during decage the usage of these energy sources was decreased by three times.
The public company "Snaige", following Article 21 paragraph 3 of the Law on Securities of the Republic of Lithuania and item 20.5 of the Trading Rules of the Vilnius Stock Exchange, discloses its compliance with the Governance Code, approved by the VSE for the companies listed on the regulated market, and its specific provisions. In the event of non-compliance with the Code or with certain provisions thereof, it must be specified which provisions are not complied with and the reasons of noncompliance.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 1.1. A company should adopt and make public the company's development strategy and objectives by clearly declaring how the company intends to meet the interests of its shareholders and optimize shareholder value. |
NO | The operational strategy of the Company has only been to a partial extent reflected in the annual report and the annual statement, as well as selected press releases, the operations strategy is not published in the internet website of the Company since the website has not been designed for the publication of this kind of information. |
|---|---|---|
| 1.2. All management bodies of a company should act in furtherance of the declared strategic objectives in view of the need to optimize shareholder value. |
YES | The operational strategy of the Company is considered and approved by the Board of the Company; the strategy targets the need to ensure profitable performance with an ultimate view to increase the shareholders' equity. |
| The compliance with the provisions of the Company's operational strategy is supervised by the Manager of the Company. |
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| 1.3. A company's supervisory and management bodies should act in close co-operation in order to attain maximum benefit for the company and its shareholders. |
NO | The Company has not formed the Supervisory Board as the shareholders have refused to form such. |
| 1.4. A company's supervisory and management bodies should ensure that the rights and interests of persons other than the company's shareholders (e.g. employees, creditors, suppliers, clients, local community), participating in or connected with the company's operation, are duly respected. |
YES | The Board of the Company monitors and assesses the performance of the Company's Manager by analysing the financial statement submitted by the Company's Manager, also the organisation of the activities, data on the changes in equity, and has an authority to point out to the Manager the inappropriate execution of the above provisions. |
The corporate governance framework should ensure the strategic guidance of the company, the effective oversight of the company's management bodies, an appropriate balance and distribution of functions between the company's bodies, protection of the shareholders' interests.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 2.1. Besides obligatory bodies provided for in the Law on Companies of the Republic of Lithuania – a general shareholders' meeting and the chief executive officer, it is recommended that a company should set up both a collegial supervisory body and a collegial management body. The setting up of collegial bodies for supervision and management facilitates clear separation of management and supervisory functions in the company, accountability and control on the part of the chief executive officer, which, in its turn, facilitate a more efficient and transparent management process. |
NO | Upon the decision of the shareholders since May 2006 the Supervisory Board is not formed. |
| 2.2. A collegial management body is responsible for the strategic management of the company and performs other key functions of corporate governance. A collegial supervisory body is responsible for the effective supervision of the company's management bodies. |
YES | The Board of the Company is responsible for the formation of the Company's operational strategy, organisation of the enforcement thereof, the representation and the protection of the shareholders' interest. |
| 2.3. Where a company chooses to form only one collegial body, it is recommended that it should be a supervisory body, i.e. the supervisory board. In such a case, the supervisory board is responsible for the effective monitoring of the functions performed by the company's chief executive officer. |
NO | Only the Board is formed in the Company (upon the shareholders' decision of May 2006). |
| 2.4. The collegial supervisory body to be elected by the general shareholders' meeting should be set up and should act in the manner defined in Principles III and IV. Where a company should decide not to set up a collegial supervisory body but rather a collegial management body, i.e. the board, Principles III and IV should apply to the board as long as that does not contradict the essence and purpose of this body.2 |
YES | These principles apply to the Board to the extent they do not contradict the essence and the purpose of the Board. |
2 Provisions of Principles III and IV are more applicable to those instances when the general shareholders' meeting elects the supervisory board, i.e. a body that is essentially formed to ensure oversight of the company's board and the chief executive officer and to represent the company's shareholders. However, in case the company does not form the supervisory board but rather the board, most of the recommendations set out in Principles III and IV become important and applicable to the board as well. Furthermore, it should be noted that certain recommendations, which are in their essence and nature applicable exclusively to the supervisory board, should not be applied to the board, as the competence and functions of these bodies according to the Law on Companies of the Republic of Lithuania (Official Gazette, 2003, No 123-5574) are different. For instance, item 3.1 of the Code concerning oversight of the management bodies applies to the extent it concerns the oversight of the chief executive officer of the company, but not of the board itself; item 4.1 of the Code concerning recommendations to the management bodies applies to the extent it relates to the provision of recommendations to the company's chief executive officer; item 4.4 of the Code concerning independence of the collegial body elected by the general meeting from the company's management bodies is applied to the extent it concerns independence from the chief executive officer.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 2.5. Company's management and supervisory bodies should comprise such number of board (executive directors) and supervisory (non-executive directors) board members that no individual or small group of individuals can dominate decision-making on the part of these bodies.3 |
YES | There are five Members of the Board and in the opinion of the shareholders this is sufficient. |
| 2.6. Non-executive directors or members of the supervisory board should be appointed for specified terms subject to individual re-election, at maximum intervals provided for in the Lithuanian legislation with a view to ensuring necessary development of professional experience and sufficiently frequent reconfirmation of their status. A possibility to remove them should also be stipulated however this procedure should not be easier than the removal procedure for an executive director or a member of the management board. |
NO | The Supervisory Board is not elected. |
| 2.7. Chairman of the collegial body elected by the general shareholders' meeting may be a person whose current or past office constitutes no obstacle to conduct independent and impartial supervision. Where a company should decide not to set up a supervisory board but rather the board, it is recommended that the chairman of the board and chief executive officer of the company should be a different person. Former company's chief executive officer should not be immediately nominated as the chairman of the collegial body elected by the general shareholders' meeting. When a company chooses to departure from these recommendations, it should furnish information on the measures it has taken to ensure impartiality of the supervision. |
YES | The Chairman of the Company is not and has not been the manager of the Company. |
The order of the formation a collegial body to be elected by a general shareholders' meeting should ensure representation of minority shareholders, accountability of this body to the shareholders and objective monitoring of the company's operation and its management bodies.4
3 Definitions 'executive director' and 'non-executive director' are used in cases when a company has only one collegial body.
4 Attention should be drawn to the fact that in the situation where the collegial body elected by the general shareholders' meeting is the board, it is natural that being a management body it should ensure oversight not of all management bodies of the company, but only of the single-person body of management, i.e. the company's chief executive officer. This note shall apply in respect of item 3.1 as well.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 3.1. The mechanism of the formation of a collegial body to be elected by a general shareholders' meeting (hereinafter in this Principle referred to as the 'collegial body') should ensure objective and fair monitoring of the company's management bodies as well as representation of minority shareholders. |
YES | The collegial management body – the Board is elected in the general meeting of shareholders in which the candidates to the Members of the Board introduce themselves to the shareholders, provide information of the positions they hold in other companies and their professional qualifications. All present in the meeting are provided a possibility to propose other candidates to the Members of the Board. |
| 3.2. Names and surnames of the candidates to become members of a collegial body, information about their education, qualification, professional background, positions taken and potential conflicts of interest should be disclosed early enough before the general shareholders' meeting so that the shareholders would have sufficient time to make an informed voting decision. All factors affecting the candidate's independence, the sample list of which is set out in Recommendation 3.7, should be also disclosed. The collegial body should also be informed on any subsequent changes in the provided information. The collegial body should, on yearly basis, collect data provided in this item on its members and disclose this in the company's annual report. |
NO | The Rules of Procedure of the Company does not provide for this position. |
| 3.3. Should a person be nominated for members of a collegial body, such nomination should be followed by the disclosure of information on candidate's particular competences relevant to his/her service on the collegial body. In order shareholders and investors are able to ascertain whether member's competence is further relevant, the collegial body should, in its annual report, disclose the information on its composition and particular competences of individual members which are relevant to their service on the collegial body. |
NO | The annual report does not indicate the competence of the Members of the Board directly related to their work in the collegial management body. |
| 3.4. In order to maintain a proper balance in terms of the current qualifications possessed by its members, the collegial body should determine its desired composition with regard to the company's structure and activities, and have this periodically evaluated. The collegial body should ensure that it is composed of members who, as a whole, have the required diversity of knowledge, judgment and experience to complete their tasks properly. The members of the audit committee, collectively, should have a recent knowledge and relevant experience in the fields of finance, accounting and/or audit for the stock exchange listed companies. |
YES | The Members of the Board have sufficient experience, qualification and knowledge. For the purpose of deciding to elect them Members of the Board the general meeting of shareholders do assess the professional qualification of the candidates. |
| 3.5. All new members of the collegial body should be offered a tailored program focused on introducing a member with his/her duties, corporate organization and activities. The collegial body should conduct an annual review to identify fields where its members need to update their skills and knowledge. |
NO | No individual training programmes have been prepared based on the assumption that the newly elected Members of the Board have sufficient knowledge and experience. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 3.6. In order to ensure that all material conflicts of interest related with a member of the collegial body are resolved properly, the collegial body should comprise a sufficient5 number of independent6 members. |
NO | Until now the independence of the Members of the Board has not been assessed, and the contents of the concept of "adequacy" of the independent Members of the Board have not been discussed. The Company has not taken any decision concerning the implementation of these provisions in the future. |
5 The Code does not provide for a concrete number of independent members to comprise a collegial body. Many codes in foreign countries fix a concrete number of independent members (e.g. at least 1/3 or 1/2 of the members of the collegial body) to comprise the collegial body. However, having regard to the novelty of the institution of independent members in Lithuania and potential problems in finding and electing a concrete number of independent members, the Code provides for a more flexible wording and allows the companies themselves to decide what number of independent members is sufficient. Of course, a larger number of independent members in a collegial body is encouraged and will constitute an example of more suitable corporate governance.
6 It is notable that in some companies all members of the collegial body may, due to a very small number of minority shareholders, be elected by the votes of the majority shareholder or a few major shareholders. But even a member of the collegial body elected by the majority shareholders may be considered independent if he/she meets the independence criteria set out in the Code.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 3.7. A member of the collegial body should be considered to be independent only if he is free of any business, family or other relationship with the company, its controlling shareholder or the management of either, that creates a conflict of interest such as to impair his judgment. Since all cases when member of the collegial body is likely to become dependant are impossible to list, moreover, relationships and circumstances associated with the determination of independence may vary amongst companies and the best practices of solving this problem are yet to evolve in the course of time, assessment of independence of a member of the collegial body should be based on the contents of the relationship and circumstances rather than their form. The key criteria for identifying whether a member of the collegial body can be considered to be independent are the following: |
NO | Until now the independence of the Members of the Board has not been assessed, and the contents of the concept of "adequacy" of the independent Members of the Board have not been discussed. The Company has not taken any decision concerning the implementation of these provisions in the future. |
| 1) He/she is not an executive director or member of the board (if a collegial body elected by the general shareholders' meeting is the supervisory board) of the company or any associated company and has not been such during the last five years; |
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| 2) He/she is not an employee of the company or some any company and has not been such during the last three years, except for cases when a member of the collegial body does not belong to the senior management and was elected to the collegial body as a representative of the employees; |
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| 3) He/she is not receiving or has been not receiving significant additional remuneration from the company or associated company other than remuneration for the office in the collegial body. Such additional remuneration includes participation in share options or some other performance based pay systems; it does not include compensation payments for the previous office in the company (provided that such payment is no way related with later position) as per pension plans (inclusive of deferred compensations); |
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| 4) He/she is not a controlling shareholder or representative of such shareholder (control as defined in the Council Directive 83/349/EEC Article 1 Part 1); 5) He/she does not have and did not have any |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| material business relations with the company or associated company within the past year directly or as a partner, shareholder, director or superior employee of the subject having such relationship. A subject is considered to have business relations when it is a major supplier or service provider (inclusive of financial, legal, counselling and consulting services), major client or organization receiving significant payments from the company or its group; |
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| 6) He/she is not and has not been, during the last three years, partner or employee of the current or former external audit company of the company or associated company; |
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| 7) He/she is not an executive director or member of the board in some other company where executive director of the company or member of the board (if a collegial body elected by the general shareholders' meeting is the supervisory board) is non-executive director or member of the supervisory board, he/she may not also have any other material relationships with executive directors of the company that arise from their participation in activities of other companies or bodies; |
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| 8) He/she has not been in the position of a member of the collegial body for over than 12 years; |
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| 9) He/she is not a close relative to an executive director or member of the board (if a collegial body elected by the general shareholders' meeting is the supervisory board) or to any person listed in above items 1 to 8. Close relative is considered to be a spouse (common law spouse), children and parents. |
NO | The board has not defined the concept of independence. |
| 3.8. The determination of what constitutes independence is fundamentally an issue for the collegial body itself to determine. The collegial body may decide that, despite a particular member meets all the criteria of independence laid down in this Code, he cannot be considered independent due to special personal or company-related circumstances. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 3.9. Necessary information on conclusions the collegial body has come to in its determination of whether a particular member of the body should be considered to be independent should be disclosed. When a person is nominated to become a member of the collegial body, the company should disclose whether it considers the person to be independent. When a particular member of the collegial body does not meet one or more criteria of independence set out in this Code, the company should disclose its reasons for nevertheless considering the member to be independent. In addition, the company should annually disclose which members of the collegial body it considers to be independent. |
NO | No such practice exists. |
| 3.10. When one or more criteria of independence set out in this Code has not been met throughout the year, the company should disclose its reasons for considering a particular member of the collegial body to be independent. To ensure accuracy of the information disclosed in relation with the independence of the members of the collegial body, the company should require independent members to have their independence periodically re-confirmed. |
NO | No such practice or requirements existed. |
| 3.11. In order to remunerate members of a collegial body for their work and participation in the meetings of the collegial body, they may be remunerated from the company's funds.7 . The general shareholders' meeting should approve the amount of such remuneration. |
NOT APPLICABLE |
Principle IV: The duties and liabilities of a collegial body elected by the general shareholders' meeting
The corporate governance framework should ensure proper and effective functioning of the collegial body elected by the general shareholders' meeting, and the powers granted to the collegial body should ensure effective monitoring8 of the company's management bodies and protection of interests of all the company's shareholders.
6 It is notable that currently it is not yet completely clear, in what form members of the supervisory board or the board may be remunerated for their work in these bodies. The Law on Companies of the Republic of Lithuania (Official Gazette, 2003, No 123- 5574) provides that members of the supervisory board or the board may be remunerated for their work in the supervisory board or the board by payment of annual bonuses (tantiems) in the manner prescribed by Article 59 of this Law, i.e. from the company's profit. The current wording, contrary to the wording effective before 1 January 2004, eliminates the exclusive requirement that annual bonuses (tantiems) should be the only form of the company's compensation to members of the supervisory board or the board. So it seems that the Law contains no prohibition to remunerate members of the supervisory board or the board for their work in other forms, besides bonuses, although this possibility is not expressly stated either.
8 See Footnote 3.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 4.1. The collegial body elected by the general shareholders' meeting (hereinafter in this Principle referred to as the 'collegial body') should ensure integrity and transparency of the company's financial statements and the control system. The collegial body should issue recommendations to the company's management bodies and monitor and control the company's management performance.9 |
YES | These functions are performed by the Board elected by the general meeting of shareholders. The Board shall submit to the general meeting of shareholders the annual report on the activities of the Company, evaluate the results of the business activities of the Company and assess the performance of the Manager of the Company. |
| 4.2. Members of the collegial body should act in good faith, with care and responsibility for the benefit and in the interests of the company and its shareholders with due regard to the interests of employees and public welfare. Independent members of the collegial body should (a) under all circumstances maintain independence of their analysis, decision-making and actions (b) do not seek and accept any unjustified privileges that might compromise their independence, and (c) clearly express their objections should a member consider that decision of the collegial body is against the interests of the company. Should a collegial body have passed decisions independent member has serious doubts about, the member should make adequate conclusions. Should an independent member resign from his office, he should explain the reasons in a letter addressed to the collegial body or audit committee and, if necessary, respective company-not-pertaining body (institution). |
YES | In performing their duties the Members of the Board are guided by the interests of the Company and there have not been any cases allowing an assumption to the contrary. |
| 4.3. Each member should devote sufficient time and attention to perform his duties as a member of the collegial body. Each member of the collegial body should limit other professional obligations of his (in particular any directorships held in other companies) in such a manner they do not interfere with proper performance of duties of a member of the collegial body. In the event a member of the collegial body should be present in less than a half10 of the meetings of the collegial body throughout the financial year of the company, shareholders of the company should be notified. |
YES | Members of the Board act in accordance with the Rules of Procedure of the Board and allocate sufficient time for the performance of their duties. |
9 See Footnote 3. In the event the collegial body elected by the general shareholders' meeting is the board, it should provide recommendations to the company's single-person body of management, i.e. the company's chief executive officer.
10 It is notable that companies can make this requirement more stringent and provide that shareholders should be informed about failure to participate at the meetings of the collegial body if, for instance, a member of the collegial body participated at less than 2/3 or 3/4 of the meetings. Such measures, which ensure active participation in the meetings of the collegial body, are encouraged and will constitute an example of more suitable corporate governance.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 4.4. Where decisions of a collegial body may have a different effect on the company's shareholders, the collegial body should treat all shareholders impartially and fairly. It should ensure that shareholders are properly informed on the company's affairs, strategies, risk management and resolution of conflicts of interest. The company should have a clearly established role of members of the collegial body when communicating with and committing to shareholders. |
YES | There haven't been any cases of the conflict of interests between the shareholders and the Board. Neither the Articles of Association nor the Rules of Procedure of the Board of the Company have defined a specific procedure for communication with the shareholders. The Company has put in place the procedure of the provision of information to the shareholders in accordance with the Law on Companies, and this has been provided in the Articles of Association of the Company. |
| 4.5. It is recommended that transactions (except insignificant ones due to their low value or concluded when carrying out routine operations in the company under usual conditions), concluded between the company and its shareholders, members of the supervisory or managing bodies or other natural or legal persons that exert or may exert influence on the company's management should be subject to approval of the collegial body. The decision concerning approval of such transactions should be deemed adopted only provided the majority of the independent members of the collegial body voted for such a decision. |
NO | There has been no suggestion to include such point into the articles of association. |
| 4.6. The collegial body should be independent in passing decisions that are significant for the company's operations and strategy. Taken separately, the collegial body should be independent of the company's management bodies11. Members of the collegial body should act and pass decisions without an outside influence from the persons who have elected it. Companies should ensure that the collegial body and its committees are provided with sufficient administrative and financial resources to discharge their duties, including the right to obtain, in particular from employees of the company, all the necessary information or to seek independent legal, accounting or any other advice on issues pertaining to the competence of the collegial body and its committees. |
YES | Since the collegial management body – the Board is elected by the general meeting of shareholders, in its decision making function the Board is independent from the manager of the Company. |
11 In the event the collegial body elected by the general shareholders' meeting is the board, the recommendation concerning its independence from the company's management bodies applies to the extent it relates to the independence from the company's chief executive officer.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 4.7. Activities of the collegial body should be organized in a manner that independent members of the collegial body could have major influence in relevant areas where chances of occurrence of conflicts of interest are very high. Such areas to be considered as highly relevant are issues of nomination of company's directors, determination of directors' remuneration and control and assessment of company's audit. Therefore when the mentioned issues are attributable to the competence of the collegial body, it is recommended that the collegial body should establish nomination, remuneration, and audit committees. Companies should ensure that the functions attributable to the nomination, remuneration, and audit committees are carried out. However they may decide to merge these functions and set up less than three committees. In such case a company should explain in detail reasons behind the selection of alternative approach and how the selected approach complies with the objectives set forth for the three different committees. Should the collegial body of the company comprise small number of members, the functions assigned to the three committees may be performed by the collegial body itself, provided that it meets composition requirements advocated for the committees and that adequate information is provided in this respect. In such case provisions of this Code relating to the committees of the collegial body (in particular with respect to their role, operation, and transparency) should apply, where relevant, to the collegial body as a whole. |
NO | The committees of the appointment of the directors of the Company, the remuneration and audit committees have not been formed given a very small number of the Members of the Board, and absence of such practice and requirements in the past. The functions specified in this item are performed by the Board within the limits of its competence. In the event the shareholders pass a decision to increase the number of Members of the Board by new independent members, the Company will be able to set up the committees in question. |
| 4.8. The key objective of the committees is to increase efficiency of the activities of the collegial body by ensuring that decisions are based on due consideration, and to help organize its work with a view to ensuring that the decisions it takes are free of material conflicts of interest. Committees should present the collegial body with recommendations concerning the decisions of the collegial body. Nevertheless the final decision shall be adopted by the collegial body. The recommendation on creation of committees is not intended, in principle, to constrict the competence of the collegial body or to remove the matters considered from the purview of the collegial body itself, which remains fully responsible for the decisions taken in its field of competence. |
NO | These provisions are not followed as the committees have not been set up. However, after audit committee set up in 2009, provisions will be followed. |
| 4.9. Committees established by the collegial body should normally be composed of at least three members. In companies with small number of members of the collegial body, they could exceptionally be composed of two members. Majority of the members of each committee should be constituted from independent members of the collegial body. In cases when the company chooses not to set up a supervisory board, remuneration and audit committees should be entirely comprised of non-executive directors. Chairmanship and membership of the committees should be decided with due regard to the need to ensure that committee |
NO | The committees have not been set up. Audit committee will be set up in year 2009 by general meeting of shareholders. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| membership is refreshed and that undue reliance is not placed on particular individuals. |
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| 4.10. Authority of each of the committees should be determined by the collegial body. Committees should perform their duties in line with authority delegated to them and inform the collegial body on their activities and performance on regular basis. Authority of every committee stipulating the role and rights and duties of the committee should be made public at least once a year (as part of the information disclosed by the company annually on its corporate governance structures and practices). Companies should also make public annually a statement by existing committees on their composition, number of meetings and attendance over the year, and their main activities. Audit committee should confirm that it is satisfied with the independence of the audit process and describe briefly the actions it has taken to reach this conclusion. |
NO | The Committees have not been set up. Provisions will be approved in year 2009 by general meeting of shareholders. |
| 4.11. In order to ensure independence and impartiality of the committees, members of the collegial body that are not members of the committee should commonly have a right to participate in the meetings of the committee only if invited by the committee. A committee may invite or demand participation in the meeting of particular officers or experts. Chairman of each of the committees should have a possibility to maintain direct communication with the shareholders. Events when such are to be performed should be specified in the regulations for committee activities. |
NO | The Committees have not been set up. Recommendation will be followed after audit committee will be set up. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 4.12. Nomination Committee. | NO | Not formed (explanation in item 4.7.). |
| 4.12.1. Key functions of the nomination committee should be the following: |
||
| • Identify and recommend, for the approval of the collegial body, candidates to fill board vacancies. The nomination committee should evaluate the balance of skills, knowledge and experience on the management body, prepare a description of the roles and capabilities required to assume a particular office, and assess the time commitment expected. Nomination committee can also consider candidates to members of the collegial body delegated by the shareholders of the company; |
||
| • Assess on regular basis the structure, size, composition and performance of the supervisory and management bodies, and make recommendations to the collegial body regarding the means of achieving necessary changes; |
||
| • Assess on regular basis the skills, knowledge and experience of individual directors and report on this to the collegial body; |
||
| • Properly consider issues related to succession planning; | ||
| • Review the policy of the management bodies for selection and appointment of senior management. |
||
| 4.12.2. Nomination committee should consider proposals by other parties, including management and shareholders. When dealing with issues related to executive directors or members of the board (if a collegial body elected by the general shareholders' meeting is the supervisory board) and senior management, chief executive officer of the company should be consulted by, and entitled to submit proposals to the nomination committee. |
||
| 4.13. Remuneration Committee. | NO | Not formed (explanation in item 4.7.). |
| 4.13.1. Key functions of the remuneration committee should be the following: |
||
| • Make proposals, for the approval of the collegial body, on the remuneration policy for members of management bodies and executive directors. Such policy should address all forms of compensation, including the fixed remuneration, performance-based remuneration schemes, pension arrangements, and termination payments. Proposals considering performance-based remuneration schemes should be accompanied with recommendations on the related objectives and evaluation criteria, with a view to properly aligning the pay of executive director and members of the management bodies with the long-term interests of the shareholders and the objectives set by the collegial body; |
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| • Make proposals to the collegial body on the individual remuneration for executive directors and member of management bodies in order their remunerations are consistent with company's remuneration policy and the evaluation of the performance of these persons concerned. In doing so, the committee should be properly informed on the total compensation obtained by executive directors and |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| members of the management bodies from the affiliated companies; |
||
| • Make proposals to the collegial body on suitable forms of contracts for executive directors and members of the management bodies; |
||
| • Assist the collegial body in overseeing how the company complies with applicable provisions regarding the remuneration-related information disclosure (in particular the remuneration policy applied and individual remuneration of directors); |
||
| • Make general recommendations to the executive directors and members of the management bodies on the level and structure of remuneration for senior management (as defined by the collegial body) with regard to the respective information provided by the executive directors and members of the management bodies. |
||
| 4.13.2. With respect to stock options and other share-based incentives which may be granted to directors or other employees, the committee should: |
||
| • Consider general policy regarding the granting of the above mentioned schemes, in particular stock options, and make any related proposals to the collegial body; |
||
| • Examine the related information that is given in the company's annual report and documents intended for the use during the shareholders meeting; |
||
| • Make proposals to the collegial body regarding the choice between granting options to subscribe shares or granting options to purchase shares, specifying the reasons for its choice as well as the consequences that this choice has. |
||
| 4.13.3. Upon resolution of the issues attributable to the competence of the remuneration committee, the committee should at least address the chairman of the collegial body and/or chief executive officer of the company for their opinion on the remuneration of other executive directors or members of the management bodies. |
||
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 4.14. Audit Committee. | NO | Not formed. It is planned that recommendation will be followed after establishing an audit committee in 2009. |
| 4.14.1. Key functions of the audit committee should be the following: |
||
| • Observe the integrity of the financial information provided by the company, in particular by reviewing the relevance and consistency of the accounting methods used by the company and its group (including the criteria for the consolidation of the accounts of companies in the group); |
||
| • At least once a year review the systems of internal control and risk management to ensure that the key risks (inclusive of the risks in relation with compliance with existing laws and regulations) are properly identified, managed and reflected in the information provided; |
||
| • Ensure the efficiency of the internal audit function, among other things, by making recommendations on the selection, appointment, reappointment and removal of the head of the internal audit department and on the budget of the department, and by monitoring the responsiveness of the management to its findings and recommendations. Should there be no internal audit authority in the company, the need for one should be reviewed at least annually; |
||
| • Make recommendations to the collegial body related with selection, appointment, reappointment and removal of the external auditor (to be done by the general shareholders' meeting) and with the terms and conditions of his engagement. The committee should investigate situations that lead to a resignation of the audit company or auditor and make recommendations on required actions in such situations; |
||
| • Monitor independence and impartiality of the external auditor, in particular by reviewing the audit company's compliance with applicable guidance relating to the rotation of audit partners, the level of fees paid by the company, and similar issues. In order to prevent occurrence of material conflicts of interest, the committee, based on the auditor's disclosed inter alia data on all remunerations paid by the company to the auditor and network, should at all times monitor nature and extent of the non-audit services. Having regard to the principals and guidelines established in the 16 May 2002 Commission Recommendation 2002/590/EC, the committee should determine and apply a formal policy establishing types of non-audit services that are (a) excluded, (b) permissible only after review by the committee, and (c) permissible without referral to the committee; |
||
| • Review efficiency of the external audit process and responsiveness of management to recommendations made in the external auditor's management letter. |
||
| 4.14.2. All members of the committee should be furnished with complete information on particulars of accounting, financial and other operations of the company. Company's management should inform the audit committee of the methods used to account for significant and unusual transactions where the accounting treatment may be open to different approaches. In such case a special consideration |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| should be given to company's operations in offshore centres and/or activities carried out through special purpose vehicles (organizations) and justification of such operations. |
||
| 4.14.3. The audit committee should decide whether participation of the chairman of the collegial body, chief executive officer of the company, chief financial officer (or superior employees in charge of finances, treasury and accounting), or internal and external auditors in the meetings of the committee is required (if required, when). The committee should be entitled, when needed, to meet with any relevant person without executive directors and members of the management bodies present. |
||
| 4.14.4. Internal and external auditors should be secured with not only effective working relationship with management, but also with free access to the collegial body. For this purpose the audit committee should act as the principal contact person for the internal and external auditors. |
||
| 4.14.5. The audit committee should be informed of the internal auditor's work program, and should be furnished with internal audit's reports or periodic summaries. The audit committee should also be informed of the work program of the external auditor and should be furnished with report disclosing all relationships between the independent auditor and the company and its group. The committee should be timely furnished information on all issues arising from the audit. |
||
| 4.14.6. The audit committee should examine whether the company is following applicable provisions regarding the possibility for employees to report alleged significant irregularities in the company, by way of complaints or through anonymous submissions (normally to an independent member of the collegial body), and should ensure that there is a procedure established for proportionate and independent investigation of these issues and for appropriate follow-up action. |
||
| 4.14.7. The audit committee should report on its activities to the collegial body at least once in every six months, at the time the yearly and half-yearly statements are approved. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 4.15. Every year the collegial body should conduct the assessment of its activities. The assessment should include evaluation of collegial body's structure, work organization and ability to act as a group, evaluation of each of the collegial body member's and committee's competence and work efficiency and assessment whether the collegial body has achieved its objectives. The collegial body should, at least once a year, make public (as part of the information the company annually discloses on its management structures and practices) respective information on its internal organization and working procedures, and specify what material changes were made as a result of the assessment of the collegial body of its own activities. |
NO | The Board does not perform the assessment of its activities and does not make any announcements in this relation. |
Principle V: The working procedure of the company's collegial bodies
The working procedure of supervisory and management bodies established in the company should ensure efficient operation of these bodies and decision-making and encourage active co-operation between the company's bodies.
| 5.1. The company's supervisory and management bodies (hereinafter in this Principle the concept 'collegial bodies' covers both the collegial bodies of supervision and the collegial bodies of management) should be chaired by chairpersons of these bodies. The chairperson of a collegial body is responsible for proper convocation of the collegial body meetings. The chairperson should ensure that information about the meeting being convened and its agenda are communicated to all members of the body. The chairperson of a collegial body should ensure appropriate conducting of the meetings of the collegial body. The chairperson should ensure order and working atmosphere during the meeting. |
YES | In accordance with the Law on Companies the right of convening the meeting is conferred to each Member of the Board. The notice on the general meeting to be convened shall be sent by the initiator of the meeting in advance, according to the regulations of the board. |
|---|---|---|
| 5.2. It is recommended that meetings of the company's collegial bodies should be carried out according to the schedule approved in advance at certain intervals of time. Each company is free to decide how often to convene meetings of the collegial bodies, but it is recommended that these meetings should be convened at such intervals, which would guarantee an interrupted resolution of the essential corporate governance issues. Meetings of the company's supervisory board should be convened at least once in a quarter, and the company's board should meet at least once a month12. |
YES | The meetings of the Board shall be convened in accordance with the Schedule of the meetings approved in advance for the year (once in a quarter), in addition, extraordinary meetings may be convened. |
12 The frequency of meetings of the collegial body provided for in the recommendation must be applied in those cases when both additional collegial bodies are formed at the company, the board and the supervisory board. In the event only one additional collegial body is formed in the company, the frequency of its meetings may be as established for the supervisory board, i.e. at least once in a quarter.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 5.3. Members of a collegial body should be notified about the meeting being convened in advance in order to allow sufficient time for proper preparation for the issues on the agenda of the meeting and to ensure fruitful discussion and adoption of appropriate decisions. Alongside with the notice about the meeting being convened, all the documents relevant to the issues on the agenda of the meeting should be submitted to the members of the collegial body. The agenda of the meeting should not be changed or supplemented during the meeting, unless all members of the collegial body are present or certain issues of great importance to the company require immediate resolution. |
YES | All materials required according to the agenda shall be sent to the Members of the Board by electronic mail; normally the agenda is not changed since in accordance with the Regulations of the Company the decisions may be passed and voting may be organised by way of electronic means; Members of the Board do have a possibility in the same manner to supplement the agenda upon their common agreement. |
| 5.4. In order to co-ordinate operation of the company's collegial bodies and ensure effective decision-making process, chairpersons of the company's collegial bodies of supervision and management should closely co operate by co-coordinating dates of the meetings, their agendas and resolving other issues of corporate governance. Members of the company's board should be free to attend meetings of the company's supervisory board, especially where issues concerning removal of the board members, their liability or remuneration are discussed. |
NO | Not relevant, as the Supervisory Board is not formed. |
The corporate governance framework should ensure the equitable treatment of all shareholders, including minority and foreign shareholders. The corporate governance framework should protect the rights of the shareholders.
| 6.1. It is recommended that the company's capital should consist only of the shares that grant the same rights to voting, ownership, dividend and other rights to all their holders. |
YES | The capital of the Company is made up of shares conferring to the holders thereof equal voting and ownership rights, and the right to receive dividends. |
|---|---|---|
| 6.2. It is recommended that investors should have access to the information concerning the rights attached to the shares of the new issue or those issued earlier in advance, i.e. before they purchase shares. |
YES | The Company provides its investors information about the rights conferred by the newly issued shares by making a public announcement to this effect. |
| 6.3. Transactions that are important to the company and its shareholders, such as transfer, investment, and pledge of the company's assets or any other type of encumbrance should be subject to approval of the general shareholders' meeting.13 All shareholders should |
NO | The Articles of Association of the Company do not provide for such right granted to the general meeting of shareholders, and the Board of the Company passes such decisions without the consent of the shareholders. |
13 The Law on Companies of the Republic of Lithuania (Official Gazette, 2003, No 123-5574) no longer assigns resolutions concerning the investment, transfer, lease, mortgage or acquisition of the long-terms assets accounting for more than 1/20 of the company's authorised capital to the competence of the general shareholders' meeting. However, transactions that are important and material for the company's activity should be considered and approved by the general shareholders' meeting. The Law on Companies contains no prohibition to this effect either. Yet, in order not to encumber the company's activity and escape an unreasonably frequent
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| be furnished with equal opportunity to familiarize with and participate in the decision-making process when significant corporate issues, including approval of transactions referred to above, are discussed. |
||
| 6.4. Procedures of convening and conducting a general shareholders' meeting should ensure equal opportunities for the shareholders to effectively participate at the meetings and should not prejudice the rights and interests of the shareholders. The venue, date, and time of the shareholders' meeting should not hinder wide attendance of the shareholders. Prior to the shareholders' meeting, the company's supervisory and management bodies should enable the shareholders to lodge questions on issues on the agenda of the general shareholders' meeting and receive answers to them. |
YES | When convening the general meeting of shareholders, the venue, date and time of the meeting are established with a view to ensuring that the shareholders could participate in the meetings. The shareholders have a possibility to familiarise themselves with the draft resolutions in the Company, and the time and place are indicated in the notice of the meeting. |
| 6.5. It is recommended that documents on the course of the general shareholders' meeting, including draft resolutions of the meeting, should be placed on the publicly accessible website of the company in advance14. It is recommended that the minutes of the general shareholders' meeting after signing them and/or adopted resolutions should be also placed on the publicly accessible website of the company. Seeking to ensure the right of foreigners to familiarize with the information, whenever feasible, documents referred to in this recommendation should be published in English and/or other foreign languages. Documents referred to in this recommendation may be published on the publicly accessible website of the company to the extent that publishing of these documents is not detrimental to the company or the company's commercial secrets are not revealed. |
YES | It is published in advance. |
| 6.6. Shareholders should be furnished with the opportunity to vote in the general shareholders' meeting in person and in absentia. Shareholders should not be prevented from voting in writing in advance by completing the general voting ballot. |
YES | The shareholders of the Company may exercise their rights individually in person, via their proxies also by voting in writing in advance. The Company confers to its shareholders the rights provided for by the Law on Companies. |
consideration of transactions at the meetings, companies are free to establish their own criteria of material transactions, which are subject to the approval of the meeting. While establishing these criteria of material transactions, companies may follow the criteria set out in items 3, 4, 5 and 6 of paragraph 4 of Article 34 of the Law on Companies or derogate from them in view of the specific nature of their operation and their attempt to ensure uninterrupted, efficient functioning of the company.
14 The documents referred to above should be placed on the company's website in advance with due regard to a 10-day period before the general shareholders' meeting, determined in paragraph 7 of Article 26 of the Law on Companies of the Republic of Lithuania (Official Gazette, 2003, No 123-5574).
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 6.7. With a view to increasing the shareholders' | NO | Until present the use of the modern technologies when voting |
| opportunities to participate effectively at shareholders' | in the general meeting of shareholders was not practiced as no | |
| meetings, the companies are recommended to expand | such request has been expressed on the part of the | |
| use of modern technologies in voting processes by | shareholders. | |
| allowing the shareholders to vote in general meetings via | ||
| terminal equipment of telecommunications. In such | ||
| cases security of telecommunication equipment, text | ||
| protection and a possibility to identify the signature of | ||
| the voting person should be guaranteed. Moreover, | ||
| companies could furnish its shareholders, especially | ||
| foreigners, with the opportunity to watch shareholder | ||
| meetings by means of modern technologies. | ||
The corporate governance framework should encourage members of the corporate bodies to avoid conflicts of interest and assure transparent and effective mechanism of disclosure of conflicts of interest regarding members of the corporate bodies.
| 7.1. Any member of the company's supervisory and management body should avoid a situation, in which his/her personal interests are in conflict or may be in conflict with the company's interests. In case such a situation did occur, a member of the company's supervisory and management body should, within reasonable time, inform other members of the same collegial body or the company's body that has elected him/her, or to the company's shareholders about a situation of a conflict of interest, indicate the nature of the conflict and value, where possible. |
NO | |
|---|---|---|
| 7.2. Any member of the company's supervisory and management body may not mix the company's assets, the use of which has not been mutually agreed upon, with his/her personal assets or use them or the information which he/she learns by virtue of his/her position as a member of a corporate body for his/her personal benefit or for the benefit of any third person without a prior agreement of the general shareholders' meeting or any other corporate body authorized by the meeting. |
NO | No such cases have occurred; however, the procedure for concluding such transactions in the Company is not governed in any way. |
| 7.3. Any member of the company's supervisory and management body may conclude a transaction with the company, a member of a corporate body of which he/she is. Such a transaction (except insignificant ones due to their low value or concluded when carrying out routine operations in the company under usual conditions) must be immediately reported in writing or orally, by recording this in the minutes of the meeting, to other members of the same corporate body or to the corporate body that has elected him/her or to the company's shareholders. Transactions specified in this recommendation are also subject to recommendation 4.5. |
NO | No such cases have occurred; however, the procedure for concluding such transactions in the Company is not governed in any way. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 7.4. Any member of the company's supervisory and management body should abstain from voting when decisions concerning transactions or other issues of personal or business interest are voted on. |
YES | This provision is being followed only in cases where the Board considers the issue of the remuneration of the Member of the Board – the Head of the Company. |
Remuneration policy and procedure for approval, revision and disclosure of directors' remuneration established in the company should prevent potential conflicts of interest and abuse in determining remuneration of directors, in addition it should ensure publicity and transparency both of company's remuneration policy and remuneration of directors.
| 8.1. A company should make a public statement of the company's remuneration policy (hereinafter the remuneration statement). This statement should be part of the company's annual accounts. Remuneration statement should also be posted on the company's website. |
NO | The annual report of the Company does not contain the statement on remunerations since this kind of information is considered by the Company confidential. |
|---|---|---|
| 8.2. Remuneration statement should mainly focus on directors' remuneration policy for the following year and, if appropriate, the subsequent years. The statement should contain a summary of the implementation of the remuneration policy in the previous financial year. Special attention should be given to any significant changes in company's remuneration policy as compared to the previous financial year. |
NO | The annual report of the Company does not contain the statement on remunerations since this kind of information is considered by the Company confidential. Information on the changes in the Company's compensation policy may be published in case such decision is passed. |
| 8.3. Remuneration statement should leastwise include the following information: • Explanation of the relative importance of the variable and non-variable components of directors' remuneration; • Sufficient information on performance criteria that entitles directors to share options, shares or variable components of remuneration; • Sufficient information on the linkage between the remuneration and performance; • The main parameters and rationale for any annual bonus scheme and any other non-cash benefits; • A description of the main characteristics of supplementary pension or early retirement schemes for directors. |
NO | The annual report of the Company does not contain the statement on remunerations since this kind of information is considered by the Company confidential. Information on the changes in the Company's compensation policy may be published in case such decision is passed. |
| 8.4. Remuneration statement should also summarize and explain company's policy regarding the terms of the contracts executed with executive directors and members of the management bodies. It should include, inter alia, information on the duration of contracts with executive directors and members of the management bodies, the applicable notice periods and details of provisions for termination payments linked to early termination under contracts for executive directors and members of the management bodies. |
NO | This information was not published, but it will be possible to publish it in the future, except part of the information considered to constitute a commercial secret of the Company. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 8.5. The information on preparatory and decision making processes, during which a policy of remuneration of directors is being established, should also be disclosed. Information should include data, if applicable, on authorities and composition of the remuneration committee, names and surnames of external consultants whose services have been used in determination of the remuneration policy as well as the role of shareholders' annual general meeting. |
NO | Currently this information is not published, but in the future it may be decided to publish it. |
| 8.6. Without prejudice to the role and organization of the relevant bodies responsible for setting directors' remunerations, the remuneration policy or any other significant change in remuneration policy should be included into the agenda of the shareholders' annual general meeting. Remuneration statement should be put for voting in shareholders' annual general meeting. The vote may be either mandatory or advisory. |
NO | This information is confidential and the Company does not publish it. |
| 8.7. Remuneration statement should also contain detailed information on the entire amount of remuneration, inclusive of other benefits, that was paid to individual directors over the relevant financial year. This document should list at least the information set out in items 8.7.1 to 8.7.4 for each person who has served as a director of the company at any time during the relevant financial year. |
NO | This information is confidential and the Company does not publish it. |
| 8.7.1. The following remuneration and/or emoluments related information should be disclosed: |
||
| • The total amount of remuneration paid or due to the director for services performed during the relevant financial year, inclusive of, where relevant, attendance fees fixed by the annual general shareholders meeting; |
||
| • The remuneration and advantages received from any undertaking belonging to the same group; |
||
| • The remuneration paid in the form of profit sharing and/or bonus payments and the reasons why such bonus payments and/or profit sharing were granted; |
||
| • If permissible by the law, any significant additional remuneration paid to directors for special services outside the scope of the usual functions of a director; |
||
| • Compensation receivable or paid to each former executive director or member of the management body as a result of his resignation from the office during the previous financial year; |
||
| • Total estimated value of non-cash benefits considered as remuneration, other than the items covered in the above points. |
||
| 8.7.2. As regards shares and/or rights to acquire share options and/or all other share-incentive schemes, the following information should be disclosed: |
||
| • The number of share options offered or shares granted by the company during the relevant financial year and their conditions of application; |
||
| • The number of shares options exercised during the relevant financial year and, for each of them, the number of shares |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| involved and the exercise price or the value of the interest in the share incentive scheme at the end of the financial year; |
||
| • The number of share options unexercised at the end of the financial year; their exercise price, the exercise date and the main conditions for the exercise of the rights; |
||
| • All changes in the terms and conditions of existing share options occurring during the financial year. |
||
| 8.7.3. The following supplementary pension schemes related information should be disclosed: |
||
| • When the pension scheme is a defined-benefit scheme, changes in the directors' accrued benefits under that scheme during the relevant financial year; |
||
| • When the pension scheme is defined-contribution scheme, detailed information on contributions paid or payable by the company in respect of that director during the relevant financial year. |
||
| 8.7.4. The statement should also state amounts that the company or any subsidiary company or entity included in the consolidated annual financial statements of the company has paid to each person who has served as a director in the company at any time during the relevant financial year in the form of loans, advance payments or guarantees, including the amount outstanding and the interest rate. |
||
| 8.8. Schemes anticipating remuneration of directors in shares, share options or any other right to purchase shares or be remunerated on the basis of share price movements should be subject to the prior approval of shareholders' annual general meeting by way of a resolution prior to their adoption. The approval of scheme should be related with the scheme itself and not to the grant of such share-based benefits under that scheme to individual directors. All significant changes in scheme provisions should also be subject to shareholders' approval prior to their adoption; the approval decision should be made in shareholders' annual general meeting. In such case shareholders should be notified on all terms of suggested changes and get an explanation on the impact of the suggested changes. |
NO | The Company does not practice the remuneration by director stocks or options. |
| 8.9. The following issues should be subject to approval by the shareholders' annual general meeting: |
||
| • Grant of share-based schemes, including share options, to directors; |
||
| • Determination of maximum number of shares and main conditions of share granting; |
||
| • The term within which options can be exercised; | NO | No such practice is being enforced in the Company. |
| • The conditions for any subsequent change in the exercise of the options, if permissible by law; |
||
| • All other long-term incentive schemes for which directors are eligible and which are not available to other employees of the company under similar terms. Annual general meeting should also set the deadline within which the body responsible for remuneration of directors may award compensations listed in this article to individual directors. |
||
| 8.10. Should national law or company's Articles of |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| Association allow, any discounted option arrangement under which any rights are granted to subscribe to shares at a price lower than the market value of the share prevailing on the day of the price determination, or the average of the market values over a number of days preceding the date when the exercise price is determined, should also be subject to the shareholders' approval. |
||
| 8.11. Provisions of Articles 8.8 and 8.9 should not be applicable to schemes allowing for participation under similar conditions to company's employees or employees of any subsidiary company whose employees are eligible to participate in the scheme and which has been approved in the shareholders' annual general meeting. |
NO | |
| 8.12. Prior to the annual general meeting that is intended to consider decision stipulated in Article 8.8, the shareholders must be provided an opportunity to familiarize with draft resolution and project-related notice (the documents should be posted on the company's website). The notice should contain the full text of the share-based remuneration schemes or a description of their key terms, as well as full names of the participants in the schemes. Notice should also specify the relationship of the schemes and the overall remuneration policy of the directors. Draft resolution must have a clear reference to the scheme itself or to the summary |
No such practice is being enforced in the Company. | |
| of its key terms. Shareholders must also be presented with information on how the company intends to provide for the shares required to meet its obligations under incentive schemes. It should be clearly stated whether the company intends to buy shares in the market, hold the shares in reserve or issue new ones. There should also be a summary on scheme-related expenses the company will suffer due to the anticipated application of the scheme. All information given in this article must be posted on the company's website. |
NO NO |
No such practice is being enforced in the Company. |
| No such practice is being enforced in the Company. |
The corporate governance framework should recognize the rights of stakeholders as established by law and encourage active co-operation between companies and stakeholders in creating the company value, jobs and financial sustainability. For the purposes of this Principle, the concept "stakeholders" includes investors, employees, creditors, suppliers, clients, local community and other persons having certain interest in the company concerned.
| 9.1. The corporate governance framework should assure that the rights of stakeholders that are protected by law are respected. |
YES | The management bodies of the Company seek to ensure the rights of all interest holders and, to an extent possible, takes their opinion into account. |
|---|---|---|
| 9.2. The corporate governance framework should create conditions for the stakeholders to participate in corporate governance in the manner prescribed by law. Examples of mechanisms of stakeholder participation in corporate governance include: employee participation in adoption of certain key decisions for the company; consulting the employees on corporate governance and |
YES | Interest holders are authorised to participate in the management of the Company and in the process of taking the decisions relevant to the Company to the extent permitted by the laws of the Republic of Lithuania. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| other important issues; employee participation in the company's share capital; creditor involvement in governance in the context of the company's insolvency, etc. |
||
| 9.3. Where stakeholders participate in the corporate governance process, they should have access to relevant information. |
YES | These provisions are being complied with to the extent governed by the Laws of the Republic of Lithuania. |
The corporate governance framework should ensure that timely and accurate disclosure is made on all material information regarding the company, including the financial situation, performance and governance of the company.
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 10.1. The company should disclose information on: • The financial and operating results of the company; • Company objectives; • Persons holding by the right of ownership or in control of a block of shares in the company; • Members of the company's supervisory and management bodies, chief executive officer of the company and their remuneration; • Material foreseeable risk factors; • Transactions between the company and connected persons, as well as transactions concluded outside the course of the company's regular operations; • Material issues regarding employees and other stakeholders; • Governance structures and strategy. This list should be deemed as a minimum recommendation, while the companies are encouraged not to limit themselves to disclosure of the information specified in this list. |
YES | The Company discloses the relevant information, in the established manner, to the Securities Commission, Vilnius Stock Exchange, ELTA, BNS, and the daily "Lietuvos rytas". |
| 10.2. It is recommended that consolidated results of the whole group to which the company belongs, should be disclosed when information specified in item 1 of Recommendation 10.1 is under disclosure. 10.3. It is recommended that information on the professional background, qualifications of the members of supervisory and management bodies, chief executive officer of the company should be disclosed as well as potential conflicts of interest that may have an effect on their decisions when information specified in item 4 of Recommendation 10.1 about the members of the company's supervisory and management bodies is under disclosure. It is also recommended that information about the amount of remuneration received from the company and other income should be disclosed with regard to members of the company's supervisory and management bodies and chief executive officer as per Principle VIII. |
YES NO |
The Company discloses the information on the consolidated results of the entire enterprise group. Until present this kind of information is not being disclosed, furthermore, part of the information (remuneration of the members of the Company's supervisory and management bodies, the compensation of the Manager paid from the Company and other income) is considered confidential by the Company and is not disclosed. |
| 10.4. It is recommended that information about the links between the company and its stakeholders, including employees, creditors, suppliers, local community, as well as the company's policy with regard to human resources, employee participation schemes in the company's share capital, etc. should be disclosed when information specified in item 7 of Recommendation 10.1 is under disclosure. |
NO | Until present this kind of information is not being provided. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 10.5. Information should be disclosed in such a way that neither shareholders nor investors are discriminated with regard to the manner or scope of access to information. Information should be disclosed to all simultaneously. It is recommended that notices about material events should be announced before or after a trading session on the Vilnius Stock Exchange, so that all the company's shareholders and investors should have equal access to the information and make informed investing decisions. |
YES | The information is disclosed only to a limited extent, only to the institutions specified in item 10.1., and for the time being not published in the website of the Company. The information is normally published prior to of after the trading session of the Vilnius Stock Exchange. Following the disclosure of material events the information is additionally disclosed in the media providing more extensive commentaries. |
| 10.6. Channels for disseminating information should provide for fair, timely and cost-efficient access to relevant information by users. It is recommended that information technologies should be employed for wider dissemination of information, for instance, by placing the information on the company's website. It is recommended that information should be published and placed on the company's website not only in Lithuanian, but also in English, and, whenever possible and necessary, in other languages as well. |
YES | It is published. |
| 10.7. It is recommended that the company's annual reports and other periodical accounts prepared by the company should be placed on the company's website. It is recommended that the company should announce information about material events and changes in the price of the company's shares on the Stock Exchange on the company's website too. |
YES | It is published. |
Principle XI: The selection of the company's auditor
The mechanism of the selection of the company's auditor should ensure independence of the firm of auditor's conclusion and opinion.
| 11.1. An annual audit of the company's financial statements and report should be conducted by an independent firm of auditors in order to provide an external and objective opinion on the company's financial statements. |
YES | The recommendation is being followed. |
|---|---|---|
| 11.2. It is recommended that the company's supervisory board and, where it is not set up, the company's board should propose a candidate firm of auditors to the general shareholders' meeting. |
YES | The audit company is proposed to the general meeting of shareholders by the Board of the Company. |
| PRINCIPLES/ RECOMMENDATIONS | YES/NO /NOT APPLICABLE |
COMMENTARY |
|---|---|---|
| 11.3. It is recommended that the company should disclose to its shareholders the level of fees paid to the firm of auditors for non-audit services rendered to the company. This information should be also known to the company's supervisory board and, where it is not formed, the company's board upon their consideration which firm of auditors to propose for the general shareholders' meeting. |
NOT APPLICABLE |
Data about publicly declared information can be found on the Company's web page http://www.snaige.lt, as well as on Vilnius stock exchange web page http://www.baltic.omxnordicexchange.com/
17 April 2009. Correction: The Annual report and auditor's Review Report for the shareholders of Snaige AB are attached.
Management Board of Snaigė AB passed the following decision on 10 April, 2009 to approve the draft resolutions to the General Meeting to be convened on 22 April, 2009:
Suggestion: To approve the annual report on the company's activities for the year 2008.
Suggestion: To listen the auditor's report of company's financial statement for the year 2008.
Suggestion: To approve annual financial statement for the year 2008
Suggestion: To approve appropriation of profit (loss)) of the year 2008
Retained earnings of the previous financial year at the end of reporting year 52,517,654 LTL (15,210,164 EUR)
Net profit for the year 2008 is -15,128,201 LTL (-4,381,430 EUR)
Net profit (loss) for allocation at the end of financial year 37,389,453LTL (10,828,734 EUR)
Shareholders contributions 0 LTL (0 EUR)
Transfers from reserves 34,087,600 LTL (9,872,451 EUR)
Profit for distribution 71,477,053 LTL (20,701,185 EUR)
Allocation of profit:
Share of profit allocated to the statutory reserve 400,000 LTL (115,848 EUR)
Share of profit allocated to other reserves 1,860,000 LTL (538,693 EUR)
Of which:
To charity, support 0 LTL (0 EUR)
To social, cultural needs 60,000 LTL (17,377 EUR)
Share of profit allocated to dividends 0 LTL (0 EUR)
Share of profit allocated to bonuses for the Board members 0 LTL (0 EUR)
Share of profit allocated for buy-back of company's own shares 0 LTL (0 EUR)
Share of profit allocated to investment reserve 1,800,000 LTL (521,316 EUR)
Retained earnings at the end of reporting year 69,217,053 LTL (20,046,644 EUR).
Suggestion: to approve changed company's statute parts:
"2.2. The Company performs manufacture of refrigerators and freezers (manufacture of electric domestic appliances and devices (27.51) and other activity not forbidden by laws of the Republic of Lithuania."
"9.1.2 A notice of the General Meeting must be published in the daily Kauno diena or delivered against acknowledgement of receipt sent by registered post to each shareholder not later than 30 days before the General Meeting. If the General Meeting is not held, the shareholders must be notified of the repeat General Meeting in the manner specified herein at least 5 days before the day of this General Meeting. The repeat General Meeting shall be convened at least 5 days and within 30 days after the day of the General Meeting which was not held."
"9.1.6 Every creditor of the Company must be notified against acknowledgement of receipt or by registered mail of the decision to reduce the authorized capital of the Company. Moreover, the mentioned decision must be published in the daily Kauno diena or every shareholder must be notified thereof against acknowledgement of receipt or by registered mail."
"9.1.8 The Company shall publish the prepared terms of reorganization in the daily Kauno diena three times with at least 30-day intervals between publications or publish them once at least 30 days before the General Meeting on the reorganization of the company in the daily Kauno diena and notify all shareholders and creditors of the Company in writing."
"9.1.9 A notice of the decision to transform the Company must be published in the daily Kauno diena three times with at least 30-day intervals between publications or publish them once at least 30 days before the General Meeting on the reorganization of the company in the daily Kauno diena and notify all shareholders and creditors of the Company in writing."
"9.1.10. A notice of the decision to liquidate the Company shall be in the daily Kauno diena three times with at least 30-day intervals between publications or publish them once at least 30 days before the General Meeting on the reorganization of the company in the daily Kauno diena and notify all shareholders and creditors of the Company in writing."
Election of Management Board member;
Suggested: To elect Kestutis Pilipuitis as member of Company's Management Board for the rest of functional period of the Board.
Suggested: To elect Kustaa Aima, Rasa Balčiūnaitė-Kaminskienė, and Virginijus Dumbliauskas as the members of Audit committee for the rest of functional period of the Board and to approve committee's rules.
15 April 2009. Notifications on transactions concluded by managers of the companies
Announcement about the executive officer's transaction of the Company's securities.
15 April 2009. Draft resolutions of the General Meeting
Management Board of Snaigė AB passed the following decision on 10 April, 2009 to approve the draft resolutions to the General Meeting to be convened on 22 April, 2009: 1. The annual report on the company's activities for the year 2008. Suggestion: To approve the annual report on the company's activities for the year 2008. 2. Auditor's report on company's financial statements of the year 2008. Suggestion: To listen the auditor's report of company's financial statement for the year 2008. 3. Approval of company's annual financial statements of the year 2008. Suggestion: To approve annual financial statement for the year 2008 4. Approval of the 2008 profit appropriation. Suggestion: To approve appropriation of profit (loss)) of the year 2008 Retained earnings of the previous financial year at the end of reporting year 52,517,654 LTL (15,210,164 EUR) Net profit for the year 2008 is -15,128,201 LTL (-4,381,430 EUR) Net profit (loss) for allocation at the end of financial year 37,389,453LTL (10,828,734 EUR) Shareholders contributions 0 LTL (0 EUR) Transfers from reserves 34,087,600 LTL (9,872,451 EUR) Profit for distribution 71,477,053 LTL (20,701,185 EUR) Allocation of profit: Share of profit allocated to the statutory reserve 400,000 LTL (115,848 EUR) Share of profit allocated to other reserves 1,860,000 LTL (538,693 EUR) Of which: To charity, support 0 LTL (0 EUR) To social, cultural needs 60,000 LTL (17,377 EUR) Share of profit allocated to dividends 0 LTL (0 EUR) Share of profit allocated to bonuses for the Board members 0 LTL (0 EUR) Share of profit allocated for buy-back of company's own shares 0 LTL (0 EUR) Share of profit allocated to investment reserve 1,800,000 LTL (521,316 EUR) Retained earnings at the end of reporting year 69,217,053 LTL (20,046,644 EUR) .
Suggestion: to approve changed company's statute parts:
"2.2. The Company performs manufacture of refrigerators and freezers (manufacture of electric domestic appliances and devices (27.51) and other activity not forbidden by laws of the Republic of Lithuania."
"9.1.2 A notice of the General Meeting must be published in the daily Kauno diena or delivered against acknowledgement of receipt sent by registered post to each shareholder not later than 30 days before the General Meeting. If the General Meeting is not held, the shareholders must be notified of the repeat General Meeting in the manner specified herein at least 5 days before the day of this General Meeting. The repeat General Meeting shall be convened at least 5 days and within 30 days after the day of the General Meeting which was not held."
"9.1.6 Every creditor of the Company must be notified against acknowledgement of receipt or by registered mail of the decision to reduce the authorized capital of the Company. Moreover, the mentioned decision must be published in the daily Kauno diena or every shareholder must be notified thereof against acknowledgement of receipt or by registered mail."
"9.1.8 The Company shall publish the prepared terms of reorganization in the daily Kauno diena three times with at least 30-day intervals between publications or publish them once at least 30 days before the General Meeting on the reorganization of the company in the daily Kauno diena and notify all shareholders and creditors of the Company in writing."
"9.1.9 A notice of the decision to transform the Company must be published in the daily Kauno diena three times with at least 30-day intervals between publications or publish them once at least 30 days before the General Meeting on the reorganization of the company in the daily Kauno diena and notify all shareholders and creditors of the Company in writing."
"9.1.10. A notice of the decision to liquidate the Company shall be in the daily Kauno diena three times with at least 30-day intervals between publications or publish them once at least 30 days before the General Meeting on the reorganization of the company in the daily Kauno diena and notify all shareholders and creditors of the Company in writing."
Election of Management Board member;
Suggested: To elect Kestutis Pilipuitis as member of Company´s Management Board for the rest of functional period of the Board.
8 April 2009. Submission of application
On 8 April 2009 AB "Snaigė" has submitted to the management board of Nasdaq OMX Vilnius securities exchange application to list convertible bonds with maturity of 367 days on Nasdaq OMX Vilnius debt securities trading list.
8 April 2009. Notifications on transactions concluded by managers of the companies
Announcement about the executive officer's transaction of the Company's securities.
6 April 2009. Subscription of new bond issue
On 6 April 2009 the subscription period of AB "Snaigė" convertible bonds with maturity of 367 days and annual interest rate of 18% has ended. During the subscription period the whole issue with nominal value of 7 500 000 EUR was subscribed.
80% of bonds were subscribed by holders of year 2008 AB "Snaigė" bond issue who decided to refinance their securities. Instead of receiving cash on the redemption day these investors were granted newly issued bonds for the corresponding subscription value.
The remaining part of the issue was subscribed by major shareholders of AB "Snaigė" who converted loans, earlier provided to the Company, into newly issued bonds.
The fact that majority of the newly issued bonds were subscribed by the holders of year 2008 bond issue shows that bond holders do understand current complicated financial situation of the Company and believe in Company's ability to redeem the newly issued bonds after one year.
6 April 2009. Regarding redemption of bonds issued in year 2008
On 6 April 2009 AB "Snaigė" did not fully redeem the bond issue with maturity of 367 days, which was issued in year 2008.
Due to high losses incurred during 2008 the company didn't manage to generate enough cash needed for redemption of the bonds and due to unfavourable conditions in country's credit market required funds were not possible to borrow from banks.
Almost all of the owners of the bonds issued in 2008 agreed to refinance possessed securities by acquiring newly issued AB "Snaigė" convertible bonds with maturity of 367 days and annual interest rate of 18%. For such investors instead of cash, payable on the redemption day, newly issued bonds with corresponding acquisition value were granted. Major shareholders of AB "Snaigė", who were also the holders of largest part of bond issue of year 2008, decided to refinance all securities. In total bond holders have refinanced 85% of year 2008 bonds issue.
The company will start negotiation with the owners of bonds which were not redeemed regarding settlement of new redemption term.
On March 19, 2009 Management board of AB "Snaigė" decided to convene the Annual General Meeting AB "Snaigė" (code 249664610) shareholders on April 22, 2009 at 10:00 in the main meeting hall of the company (Pramonės str. 6, Alytus). Registration starts 9:30 pm, ends- 9:50 pm. On the agenda:
The annual report on the company's activities for the year 2008;
Auditor's report on company's financial statements of the year 2008;
Shareholders who at the end of the accounting day of the Annual General Meeting of Shareholders, i.e. April 15, 2009, will be on the shareholders list of the Company have a right to participate and vote at the General Meeting personally, by proxy, or represented by a person with whom an agreement on the transfer of voting rights is concluded.
The shareholders attending the meeting must provide personal identification document. The authorized representatives of the shareholders must additionally posses a proxy approved by the procedure prescribed by law.
19 March 2009. Resignation of the Member of the Management Board
On 18 March, 2009, member of the Management Board "Snaige" AB Domininkas Kašys presented the request on the resignation from the members of Management Board from 1st of April, 2009.
10 March 2009. AB "Snaigė"investments in year 2009
Investments of the only refrigerator manufacturer in the Baltic States AB "Snaigė"in year 2009 will amount up to 1.8 m.LTL. These investments will be intended to maintain effective functioning of current technological base.
9 March 2009. AB "Snaigė" will not work for 4 days
Alytus, 9 March 2009. Alytus factory of the only refrigerators producer in the Baltic states AB "Snaigė" from 9 March 2009 will not work for 4 days.
According to the director general Gediminas Čeika, the company meets its customers' demand both by manufacturing new products and selling already manufactured products form the warehouses. "After the decrease in demand in main company's markets we are seeking not to increase the number of ready-made products kept in warehouses and to manufacture only the amount for which we have outstanding orders" said Gediminas Čeika.
According to Gediminas Čeika, effective management of manufacturing processes and minimization of costs are the main means to assure successful business activity during current adverse economic period.
AB "Snaigė" will restore manufacturing on 16 March 2009.
6 March 2009. Prospectus of AB "Snaige" convertible bonds announced.
5 March 2009. On convertible bonds issue prospectus of AB "Snaige"
The prospectus of AB "Snaige" convertible bonds issue with maturity of 367 days, nominal value of the whole issue of 7.5 m.EUR (25.9 m. LTL) was approved by Securities Commission on 5 March 2009.
The main facts about the issued convertible bonds:
Bond holders will have a right to convert the bonds to ordinary shares of AB "Snaigė" at the date of the redemption (8 April 2010).
The shareholders of AB "Snaigė" will have a pre-emptive right to acquire the issued bonds during the first 14 subscription days (10 March 2009 - 23 March 2009), proportionally to the nominal value of shares owned at the end of 23 February 2009 general shareholder meeting rights accounting day (9 march 2009). During the remaining subscription period (24 March 2009 - 6 March 2009) the remaining investors will have a right to acquire the bonds.
Investors are invited to sign the Bonds purchase agreements during the Bonds subscription period at UAB FMĮ "Orion Securities", A.Tumėno g.4B, LT - 01109, Vilnius, Lithuania during working days from 8.30 till 17.30.
3 March 2009. CORRECTION: Interim financial reports for 12 month of year 2008 and preliminary results for year 2008 of AB "Snaigė"
The consolidated non-audited interim financial reports for 12 months of 2008 and the confirmation of accountable persons .
Correction:
1.Balance Sheet of Y'2008
2.Profit (Loss) Report of Y '2007
3.Statement of Changes in Equity of Y'2007.
27 February 2009. Interim financial reports for 12 month of year 2008 and preliminary results for year 2008 of AB "Snaigė"
Sales and other revenues: 341.69 m. LTL (98.96 m. EUR). Loss before tax: -25.98 m. LTL (-7.52 m.EUR), Net loss: -22.99 m. LTL (-6.66 m.EUR),
EBITDA: 2.94 m. LTL (0.85 m.EUR).
Despite AB "Snaigė" in previous years had put lots of effort into optimization of company's management and manufacturing processes, minimization of costs and structuring of sales markets, it was not enough to counter the consequences of global economic recession in the main sales markets of the company. After stopping of the sales in Ukraine and partially in Russia the company has lost up to 35 m. LTL of planned revenues. Only due to devaluation of Russian rubble, which began at the end of 2008, the company has lost 8.4 m. LTL. As a result the year was ended with 22.986 m.LTL non-audited consolidated loss before taxes, instead of projected loss of 15 m. LTL.
In 2009 in response to decreasing consumption, AB "Snaigė" continues optimization of manufacturing scope, minimization of costs, rejects small and less profitable clients and concentrates on serving the most perspective and profitable ones.
After implementation of these means the company plans to undergo the difficult period and does not eliminate the possibility, that at the peak refrigerator buying season the product demand and sales will increase.
23 February 2009. Decisions of shareholders extraordinary general meeting
Extraordinary general meeting of shareholders held on February 23rd in 2009 passed the following decision: 1. Convertible bonds issue and increase of subscribed capital.
A. To issue Company's convertible bonds (hereinafter - Bonds) under the following conditions:
1.1. Number of issued Bonds - 75 000 (seventy five thousands) units;
1.2. Nominal value of one Bond - 100,- EUR (one hundred Euros);
1.3. Total nominal value of the issue - 7 500 000 EUR (seven millions five hundred thousand Euros );
1.4. The shareholders of the company have a pre-emptive right to acquire issued Bonds proportionally to nominal value of shares, which they owned on the rights accounting day of this general shareholder meeting, during the first 14 subscription days. After the end of this period all the other investors are also allowed to acquire issued bonds.
1.5. Rights provided by the Bonds: at redemption day to receive preset interest or convert Bonds to Company's ordinary shares according to the conversion ratio specified in this meeting decisions and Bonds subscription agreement;
1.6. Shares, to which one Bond is convertible:
1.6.4.4. To receive free shares if the Company's share capital is increased from the Company's capital;
1.6.4.5. Pre-emptive right to subscribe to newly issued shares or bonds of the Company, with the exceptions described in the Company's articles of association and legal acts;
1.6.4.6. To give loans for the Company as described in legal acts;
1.6.4.7. To sell or in any other way transfer all of part of the shares, or to bequeath the shares in a will;
1.6.4.8. To participate and to vote in the shareholder meetings. This right can be prohibited or limited as described in the legal acts of Lithuanian Republic, and then the ownership rights are disputed;
1.6.4.9. According to the articles of association and other legal acts, to receive information about Company's activities;
1.6.4.10. Other material and immaterial rights specified in legal acts and in the articles of the Company.
1.7. Ratio, by which bonds are convertible into ordinary shares of the Company - 1:345 (one bond is convertible to 345 ordinary shares);
1.8. Bonds redemption date - 367th day after the end of Bonds subscription period. Bonds are convertible into shares on the redemption day;
1.9. Maximum annual interest rate - 18% (eighteen percent);
1.10. Method of interest payment: interest is paid in one payment when redeeming the Bonds;
1.11. Bonds are redeemed in Euros;
B. If after the bonds redemption date there are Bonds which were converted into shares, to increase the Company's subscribed capital by the nominal value of shares to which the Bonds were converted.
To authorize (with the right to reauthorize) and to oblige Company's director general:
To sign an agreement with the public turnover intermediary UAB FMĮ "Orion securities", enterprise code 1220 33915, regarding to the processes needed to be taken to implement this meeting's decision of issuing convertible Bonds;
2.1. To sign Bonds subscription agreements, while setting other parts of the agreement at discretion;
2.2. To sign changed articles of the Company after the increase in subscribed capital and number of ordinary shares and to provide the articles to the enterprise register of Lithuania;
2.3. To execute any other actions, related to the implementation of the decisions of this meeting.
9 February 2009. Decisions project of the shareholder meeting of 23 February 2009
Decisions project of the shareholder meeting of 23 February 2009
1.Convertible bonds issue and increase of subscribed capital;
2.Change of articles of the Company;
3.Grant of authorization.
Proposed decisions project:
A. To issue Company's convertible bonds (hereinafter - Bonds) under the following conditions:
1.3. Total nominal value of the issue - 7 500 000 EUR (seven millions five hundred thousand Euros );
1.4. The shareholders of the company have a pre-emptive right to acquire issued Bonds proportionally to nominal value of shares, which they owned on the rights accounting day of this general shareholder meeting, during the first 14 subscription days. After the end of this period all the other investors are also allowed to acquire issued bonds.
1.5. Rights provided by the Bonds: at redemption day to receive preset interest or convert Bonds to Company's ordinary shares according to the conversion ratio specified in this meeting decisions and Bonds subscription agreement;
1.6. Shares, to which one Bond is convertible:
1.6.4.5. Pre-emptive right to subscribe to newly issued shares or bonds of the Company, with the exceptions described in the Company's articles of association and legal acts;
1.6.4.6. To give loans for the Company as described in legal acts;
1.6.4.7. To sell or in any other way transfer all of part of the shares, or to bequeath the shares in a will;
1.6.4.8. To participate and to vote in the shareholder meetings. This right can be prohibited or limited as described in the legal acts of Lithuanian Republic, and then the ownership rights are disputed;
1.6.4.9. According to the articles of association and other legal acts, to receive information about Company's activities;
1.6.4.10. Other material and immaterial rights specified in legal acts and in the articles of the Company.
1.7. Ratio, by which bonds are convertible into ordinary shares of the Company - 1:345 (one bond is convertible to 345 ordinary shares);
1.8. Bonds redemption date - 367th day after the end of Bonds subscription period. Bonds are convertible into shares on the redemption day;
1.9. Maximum annual interest rate - 18% (eighteen percent);
1.10. Method of interest payment: interest is paid in one payment when redeeming the Bonds;
1.11. Bonds are redeemed in Euros;
B. If after the bonds redemption date there are Bonds which were converted into shares, to increase the Company's subscribed capital by the nominal value of shares to which the Bonds were converted.
To authorize (with the right to reauthorize) and to oblige Company's director general:
To sign an agreement with the public turnover intermediary UAB FMĮ "Orion securities", enterprise code 1220 33915, regarding to the processes needed to be taken to implement this meeting's decision of issuing convertible Bonds;
2.1. To sign Bonds subscription agreements, while setting other parts of the agreement at discretion;
2.2. To sign changed articles of the Company after the increase in subscribed capital and number of ordinary shares and to provide the articles to the enterprise register of Lithuania;
2.3. To execute any other actions, related to the implementation of the decisions of this meeting.
6 February 2009. Concerning hold of the production line in Kaliningrad factory (Russia)
AB "Snaigė" management board decided to put on hold the production line in Kaliningrad (Russia) factory. The decision is taken in order to avoid losses caused by devaluation of Russian national currency rouble and due to current overall market contraction. Due to decreasing sales volumes in Russia, in the short run Kaliningrad factory is able to satisfy current demand by selling accrued inventories from the warehouses.
26 January 2009. Notifications on transactions concluded by managers of the companies
Announcement about the executive officer's transaction of the Company's securities.
22 January 2009. CORRECTION: Notice on Extraordinary General Meeting of Shareholders
On January 22, 2009 Management board of AB "Snaigė" decided to convene the Extraordinary General Meeting AB "Snaigė" (code 249664610) shareholders on February 23, 2009 at 10:00 in the main meeting hall of the company (Pramonės str. 6, Alytus). Registration starts 9:30 pm, ends- 9:50 pm. On the agenda:
Issuing convertible debentures and increasing the authorized capital.
Deputation of authority.
Shareholders who at the end of the accounting day of the General Meeting of Shareholders, i.e. February 13, 2009, will be on the shareholders list of the Company have a right to participate and vote at the General Meeting personally, by proxy, or represented by a person with whom an agreement on the transfer of voting rights is concluded.
The shareholders attending the meeting must provide personal identification document. The authorized representatives of the shareholders must additionally posses a proxy approved by the procedure prescribed by law.
22 January 2009. Notice on Extraordinary General Meeting of Shareholders
On January 22, 2009 Management board of AB "Snaigė" decided to convene the Extraordinary General Meeting AB "Snaigė" (code 249664610) shareholders on February 23, 2009 at 10:00 in the main meeting hall of the company (Pramonės str. 6, Alytus). Registration starts 9:30 pm, ends- 9:50 pm.
On the agenda:
Issuing convertible debentures and increasing the authorized capital.
Deputation of authority.
Shareholders who at the end of the accounting day of the General Meeting of Shareholders, i.e. February 16, 2009, will be on the shareholders list of the Company have a right to participate and vote at the General Meeting personally, by proxy, or represented by a person with whom an agreement on the transfer of voting rights is concluded.
The shareholders attending the meeting must provide personal identification document. The authorized representatives of the shareholders must additionally posses a proxy approved by the procedure prescribed by law.
21 January 2009. AB "Snaigė" is reducing operational costs
21st of January, 2009. The only domestic refrigerators manufacturer in the Baltic states AB "Snaigė" continues to implement radical means in order to increase efficiency of the company operations and reduce manufacturing costs.
According to general director Mr. Čeika, operation expenses will be decreased not only by saving and more strict control of company's spending, but also by decreasing number of employees. In the first quarter of this year the number of employees in the Alytus factory will be decreased by approx 300. These changes are determined not only by declining consumption of products but also by the drastic devaluation of local currencies in the company's strategic markets.
"The devaluation of local currencies in Russia and especially in Ukraine has struck not only us but all the exporters of large domestic appliances", - comments G. Čeika. "Sales in these very important for us markets have stopped and there is no evidence that these markets will revive in this quarter. As a result, we had to reduce manufacturing plans and decrease number of employees.
Mr. Čeika has stressed that AB "Snaigė" will create all possible opportunities to alleviate social consequences of the workforce cut. According to him, the special work group is formed in the company responsible for the issue. "We will invite representatives of Lithuanian labour exchange and training centres which will consult our employees", - said Mr. Čeika.
G. Čeika does not reject a possibility that the company will try to re-hire part of fired employees when situation becomes better.
Snaige AB had not published any annual results. The information recently presented in media does not coincide with the facts.
December 31, 2008, Notifications on transactions concluded by managers of the companies 31.12.2008 Notification on transactions concluded by managers of the companies Announcement about the executive officer's transaction of the Company's securities.
December 19, 2008, Notifications on transactions concluded by managers of the companies 19.12.2008 Notification on transactions concluded by managers of the companies Announcement about the executive officer's transaction of the Company's securities.
November 28, 2008, Snaige AB financial statement of the first nine months Y'2008
October 31, 2008, Notifications on transactions concluded by managers of the companies 31.10.2008 Notification on transactions concluded by managers of the Company Notification on transactions concluded by managers of the Company
October 27, 2008, AB Snaige the third quarter earned LTL 3.3 million 2008 23 October, Alytus. The only household refrigerators manufacturer in the Baltic countries AB Snaige according to unaudited consolidated data in 2008 third quarter, earned LTL 3.3 million profit before tax. This result is almost three times higher than in the same period during previous year, when the company earned LTL 968 thousand as unaudited consolidated profit. The company's unaudited consolidated EBITDA in third quarter amounted to LTL 9 million and was 29 percent higher than the same period of 2007, when the unaudited consolidated EBITDA amounted to LTL 7 million.
According to AB Snaige General Director Gediminas Ceika, 2008 third quarter profit is the result of measures implemented, optimizing of management and production, reducing costs and shaping the outlets. "It is a big achievement to receive a positive, albeit an interim result in economic downturn conditions. This encourages further work in the desired direction, "- says Gediminas Ceika.
After restructuring of production, reducing the number of employees and securing bank financing, the company is preparing to begin the next year with much greater performance.
During the nine months of this year, AB Snaige reached LTL 279 million unaudited consolidated turnover. Third quarter, the unaudited consolidated loss of AB Snaige decreased to LTL 5.3 million and increased the company's unaudited consolidated EBITDA to LTL 13.4 million.
October 20, 2008, Notifications on transactions concluded by managers of the companies 20.10.2008 Notification on transactions concluded by managers of the companies Announcement about the executive officer's transaction of the Company's securities.
October 6, 2008, AB "Snaigė" will reorganize manufacturing and will reduce operational costs
The only domestic refrigerators manufacturer in the Baltic states AB "Snaigė" will implement radical means in order to increase efficiency of management of the company and reduce manufacturing costs.
According to the director general of AB "Snaigė" Gediminas Čeika, these changes are determined by the decreasing consumption of products in company's strategic markets.
"In the situation there the prices of raw materials, financial and energy resources are constantly rising and consumption is falling, we have to admit that profitability of company's operations can be achieved by radically decreasing operational costs and optimizing manufacturing processes. We will produce less, but more efficiently and more profitably" - said Mr. Čeika.
According to Mr. Čeika, operation expenses will be decreased not only by saving and more strict control of company's spending, but also by decreasing number of employees. The company plans to eliminate functions with are unnecessary and not related to main operations of the company. The number of employees in the Alytus factory will be decreased by approx. 300 and in Kaliningrad factory by approx. 180.
Mr. Čeika has stressed that AB "Snaigė" will create all possible opportunities to alleviate social consequences of the workforce cut. According to him, the special work group will be formed in the company responsible for the issue. "We will invite representatives of Lithuanian labor exchange and training centres which will consult our employees. Also AB "Snaigė" will inform other companies of Alytus region about qualification and position of the fired employees and will mediate in the process of re-hiring", - said Mr. Čeika.
September 23, 2008, CORRECTION: Snaige AB financial accounts and interim report for the period of first half of 2008
We provide AB "Snaige" consolidated financial reports for the 1st half of 2008 prepared in compliance with 34 article of IFRS (Profit (loss) account has been supplemented).
September 12, 2008, On September 11, 2008 the Charter of Snaige AB with the increased authorized capital was registered in the Entities Register. The authorized capital of the company after the increase has reached LTL 27 827 365. The nominal value of a share is 1 LTL.
September 5, 2008, The consolidated sales revenues of "Snaigė" AB in 2008 are estimated to be LTL 359 million (EUR 104 million). Company expects to incur the net loss of LTL 15 million (EUR 4.3 million). According to the CEO of "Snaigė" AB Gediminas Ceika, the main reason for the Company being unable to achieve earlier sales forecasts is the decrease in demand in several strategic markets, caused by the global economic slowdown. "During the first half of the year, we and our clients felt the change in consumer behaviour: in the time of rising inflation and economic instability consumers often postpone the purchase of large appliances to better times. Situation has not improved even in summer, the high selling season of refrigerators" - G. Ceika said.
Company estimates a loss not only due to decline in sales but also due to increase in raw material costs and expensive loans used to finance working capital. Company also experienced losses due to fluctuating dollar exchange rates. This loss was generated from Kaliningrad factory in Russia controlled by "Snaigė" AB, where there are no financial instruments to insure against the losses from currency fluctuations.
September 3, 2008, A corrected annual report for year of 2007 is provided by the Company. The corrected version of the report includes additional information about Company's governing and administration bodies and its'members, corrected information about the convertible bonds issued by the Company, and additional information about the goals of group's financial risk management. Also provided corrected confirmation of responsible persons.
August 29, 2008, Snaige AB financial accounts and interim report for the period of first half of 2008 AB "Snaigė" publishes financial accounts and interim report for the period of first half of 2008.
August 29, 2008, Successfully distributed the new issue of common nominal shares of AB"Snaige"
UAB FMĮ "Orion securities" on 27th of August,2008, has completed a new issue of 4 000 000 common nominal shares of AB"Snaige" The whole issue was distributed successfully through the public offering. In accordance with the right of priority, shares of 2,5 litas were distributed only to AB "Snaige" shareholders during the period between August 8 and August 21; all other interested investors were able to purchase securities during the period between August 22 and August 27. AB"Snaige" raised 10 000 000 litas after distribution of the whole issue of shares.
"Successfully distributed shares show that investors believe in positive future of AB "Snaige",- told Karolis Rukas, the manager of Corporate Finance division at UAB FMĮ "Orion securities".
The objective of new issue of shares was to increase Company's authorized capital. The raised funds will be used to purchase new metal cutting machines, for the development of new technologies and for the working capital.
August 14, 2008, Snaigė" AB , by unaudited consolidated data, reached revenue of LTL 169 million ( EUR 49 million) in the first half of 2008, that is 6% lower than last year, when unaudited consolidated revenue was LTL 180.4 million (EUR 52.25 million).
According to Gediminas Čeika, the Managing Director of AB "Snaigė", the decrease of first half of 2008 was influenced by economic slowdown in some of company's strategic trade markets. "We and our clients felt changing consumer behaviour through the entire first half of the year: due to growing inflation and economic instability, consumer mainly refuses and postpones the purchase of large home appliance for better times,"-says G. Čeika.
"Snaigė" AB escaped sales slowdown in some Western European countries and Russia. Revenues grew 6% in Russian market. Company had unaudited consolidated net loss of LTL 8.6 million (EUR 2.5 million) in the first half of 2008. According to G. Čeika, the General Manager, the loss in the first half of the year was influenced not only by declined sales but also by increased raw material costs and expensive loans for operating capital. Company also had losses due to fluctuating dollar rates. This loss was acquired from Kaliningrad factory in Russia controlled by AB "Snaigė", and where there are no financial instruments to insure oneself against the losses from currency fluctuations.
Company had a net loss of LTL 1.26 million (EUR 0.36 million) in the last year's first half.
By the consolidated unaudited statement, AB "Snaigė" EBITDA was LTL 4.4 million (EUR 1.3 million) in the first half of 2008, compared to LTL 11 million (EUR 3.2 million) in the first half of 2007. "During the second quarter this year we reached 1,6 times larger EBITDA than during the first quarter. That shows positive indicators of direct activities of the company",- says Gediminas Čeika
August 8, 2008, Lithuanian Securities commission, on 7 August 2008 has approved the Prospectus of 4 000 000 ordinary shares issue of AB "Snaige".
The main information about the issued shares:
The shareholder so AB "Snaige" have a pre-emptive right to acquire the issued shares during the first 14 days of the subscription period (8 august 2008 – 21 August 2008) proportionally to the number of AB "Snaige" shares they owned on the rights record day (4 August 2008) of the general shareholder meeting of 21 July 2008. During the remaining subscription period (22 August 2008 - 28 August 2008) all the other interested investors will have a right to acquire the issued shares.
Investors can sign the shares subscription agreement during the subscription period at the headquarters of UAB FMĮ "Orion securities", A.Tumėno str.4B (9 floor), LT - 01109, Vilnius during the weekdays from 8.30 am to 5.30 pm.
July 21, 2008, Extraordinary general meeting of shareholders held on July 21st in 2008 passed the following decision:
1) Cancellation of decisions from General Meeting of Shareholders to cancel all decisions regarding increase of an authorized capital, conducted during Extraordinary General Meeting of Shareholders on June 16, 2008.
2) Increase of an authorized capital
To increase the Company's authorized share capital by an additional contribution of LTL 4 000 000 (four million litas) from LTL 23 827 365 (twenty-three million, eight hundred and twenty-seven thousand, three hundred and sixty-five litas) to LTL 27 827 365 (twenty-seven million, eight hundred and twenty-seven thousand, three hundred and sixty-five litas), by issuing a new emission of 4 000 000 (four million) common registered shares with a nominal share value of LTL 1 (one litas). A price of newly issued shares is LTL 2.50 (two litas and fifty cents). Total sum of a new emission equals to LTL 10 000 000 (ten million litas).
Shares need to be subscribed and fully paid no later than within 21 (twenty-one) day after confirmation of the prospectus or when a manager of Juridical Persons Register officially publishes an offer to purchase new shares with a shareholder priority right, depending on which date is later.
Shareholders of the Company have a priority right to subscribe to the new shares in a proportion of a nominal value of shares they already own on the date of this Meeting within 14 (fourteen) days after confirmation of the prospectus or when a manager of Juridical Persons Register officially publishes an offer to purchase new shares with a shareholder priority right, depending on which date is later. After this period everyone interested can acquire the newly issued shares of the Company.
In the case when not all issued shares are subscribed during the period of a subscription, authorized capital will be increased by an amount equal to the sum of nominal values of subscribed shares. In this case the Company's
Management Board must change the size of authorized capital and number of shares in the Company's Statute and present the Statute to a manager of Juridical Persons Register.
If during the period of a subscription more shares are subscribed than the amount to be issued, first of all they will be distributed to the Company's shareholders in a proportion to a nominal value of shares, which they own on the date of the Meeting, during which a decision to increase authorized capital by an additional contribution was taken. If there is no shareholder to subscribe for newly issued shares or if all shareholders together subscribe for shares less than the intended amount of shares to be issued, the rest of shares are distributed to other subscribed persons in proportion to subscribed number of shares.
To change the Company's Statute and confirm its revision. The Statute is changed due to the increase of an authorized capital.
4) Authorization
To authorize (with the right of re-authorization) and obligate the Company's Managing Director to undersign the revision of the Company's Statute and present it to a manager of Juridical Persons Register, if not provided otherwise in this report, as well as carry out all other actions connected with the fulfilment of decisions agreed during this Meeting.
5) The election of auditing company.
To elect "Ernst & Young Baltic" for auditing AB "Snaige" annual financial statement and consolidated financial statement for the year 2008-2009 and to determine the payment of LTL 263.000 (two hundred and sixty-three thousand,) VAT excluded, for the audit services.
To authorize Company´s Managing Director to undersign, ascertaining the right to transfer the trust, the audit service contract with the audit company, and to establish other contractual terms individually.
July 10, 2008, By the decision of Management Board of AB "Snaigė" it was decided to supplement the agenda of Extraordinary Shareholders Meeting, scheduled on 21st of July, 2008, with the point of "The election of Auditing company". The project of decision : Management Board suggests to approve the contract with UAB " Ernst&Young Baltic" for the audit of AB " Snaigė" annual financial statement and consolidated statement for the year of 2008-2009.
July 2, 2008, Management Board of "Snaigė" by agreement on July 1, 2008 decided:
2.It was decided to authorize, with the right of re-authorization, Company's Managing Director Gediminas Ceika to sign all documents regarding AB" Snaige"- as the only stockholder- decision to increase the authorized capital of OOO "Techprominvest".
June 20, 2008, Management Board of "Snaigė" by agreement on June 19, 2008 decided to convene the Extraordinary General Meeting of "Snaigė" AB (code 249664610) shareholders on July 21, 2008 at 10:00 a.m. in the main meeting hall of the company premises at Pramonės str. 6, Alytus.
Registration starts at 9:30 a.m. and ends at 9:50 a.m.
Shareholders who at the end of the accounting day of the General Meeting of Shareholders, i.e. June 14, 2008, will be on the shareholders' list of the Company, have a right to participate and vote at the General Meeting personally or by proxy, or represented by a person who have an agreement on a transfer of voting rights.
Shareholders attending the meeting must provide a personal identification document. Authorized representatives of the shareholders must additionally possess a proxy approved by the procedure prescribed by law.
On the agenda:
1) Cancellation of decisions from General Meeting of Shareholders To cancel all decisions regarding increase of an authorized capital, conducted during Extraordinary General Meeting of Shareholders on June 16, 2008.
2) Increase of an authorized capital
To increase the Company's authorized share capital by an additional contribution of LTL 4 000 000 (four million litas) from LTL 23 827 365 (twenty-three million, eight hundred and twenty-seven thousand, three hundred and sixty-five litas) to LTL 27 827 365 (twenty-seven million, eight hundred and twenty-seven thousand, three hundred and sixty-five litas), by issuing a new emission of 4 000 000 (four million) common registered shares with a nominal share value of LTL 1 (one litas). A price of newly issued shares is LTL 2.50 (two litas and fifty cents). Total sum of a new emission equals to LTL 10 000 000 (ten million litas).
Shares need to be subscribed and fully paid no later than within 21 (twenty-one) day after confirmation of the prospectus or when a manager of Juridical Persons Register officially publishes an offer to purchase new shares with a shareholder priority right, depending on which date is later.
Shareholders of the Company have a priority right to subscribe to the new shares in a proportion of a nominal value of shares they already own on the date of this Meeting within 14 (fourteen) days after confirmation of the prospectus or when a manager of Juridical Persons Register officially publishes an offer to purchase new shares with a shareholder priority right, depending on which date is later. After this period everyone interested can acquire the newly issued shares of the Company.
In the case when not all issued shares are subscribed during the period of a subscription, authorized capital will be increased by an amount equal to the sum of nominal values of subscribed shares. In this case the Company's
Management Board must change the size of authorized capital and number of shares in the Company's Statute and present the Statute to a manager of Juridical Persons Register.
If during the period of a subscription more shares are subscribed than the amount to be issued, first of all they will be distributed to the Company's shareholders in a proportion to a nominal value of shares, which they own on the date of the Meeting, during which a decision to increase authorized capital by an additional contribution was taken. If there is no shareholder to subscribe for newly issued shares or if all shareholders together subscribe for shares less than the intended amount of shares to be issued, the rest of shares are distributed to other subscribed persons in proportion to subscribed number of shares.
3) Changes in Company's Statute
To change the Company's Statute and confirm its revision. The Statute is changed due to the increase of an authorized capital.
4) Authorization
To authorize (with the right of re-authorization) and obligate the Company's Managing Director to undersign the revision of the Company's Statute and present it to a manager of Juridical Persons Register, if not provided otherwise in this report, as well as carry out all other actions connected with the fulfilment of decisions agreed during this Meeting.
June 16, 2008, Extraordinary general meeting of shareholders held on June 16th in 2008 passed the following decision:
To increase the Company's authorized share capital by an additional contribution of LTL 4 000 000 (four million litas) from LTL 23 827 365 (twenty-three million, eight hundred and twenty-seven thousand, three hundred and sixty-five litas) to LTL 27 827 365 (twenty-seven million, eight hundred and twenty-seven thousand, three hundred and sixty-five litas), by issuing a new emission of 4 000 000 (four million) common registered shares with a nominal share value of LTL 1 (one litas). A price of newly issued shares is LTL 2.50 (two litas and fifty cents). Total sum of a new emission equals to LTL 10 000 000 (ten million litas).
Shares need to be subscribed and fully paid no later than by the 4th of July, 2008.
Shareholders of the Company have a priority right to subscribe to the new shares in a proportion of a nominal value of shares they already own on the date of this Meeting within 14 (fourteen) days after a manager of Juridical Persons Register officially publishes an offer to purchase new shares with a shareholder priority right. After this period and until the 4th of July, 2008 everyone interested can acquire the newly issued shares of the Company.
In the case when all the issued shares are not subscribed during the period of a subscription, authorized capital will be increased by an amount equal to the sum of nominal values of subscribed shares. In this case the Company's Management Board must change the size of authorized capital and number of shares in the Company's Statute and present the Statute to a manager of Juridical Persons Register.
If during the period of a subscription more shares are subscribed than the amount to be issued, first of all they will be distributed to the Company's shareholders in a proportion to a nominal value of shares, which they own on the date of the Meeting, during which a decision to increase authorized capital by an additional contribution was taken. If there is no shareholder to subscribe for newly issued shares or if all shareholders together subscribe for shares less than the intended amount of shares to be issued, the rest of shares are distributed to other subscribed persons in proportion to subscribed number of shares.
2) Changes in Company's Statute
To change the Company's Statute and confirm its revision. The Statute is changed due to the increase of an authorized capital.
3) Authorization
To authorize (with the right of re-authorization) and obligate the Company's Managing Director to undersign the revision of the Company's Statute and present it to a manager of Juridical Persons Register, if not provided otherwise in this report, as well as carry out all other actions connected with the fulfilment of decisions agreed during this Meeting.
May 30, 2008, Financial consolidated unaudited accounts for the 1st quarter of 2008. AB "Snaigė" revenues increased by 7%
According to unaudited consolidated financial accounts AB "Snaige" during the first quarter of 2008 has reached revenues of 78 million LTL which was 5.4 m. LTL larger than during the first quarter of 2007 (during the first quarter of 2007 group's revenues amounted up to 72.6 m. LTL).
According to the director general of AB "Snaige" Gediminas Čeika, the main reason for growth during the 1st quarter of 2008 was increasing sales in Russia. "Sales in Russia are successfully increasing since the last quarter of 2006, and during the first three months of 2008 we have sold 40% more refrigerators in this market than during the same period last year" – informed G. Čeika.
During the 1st quarter of 2008 the group has incurred 7.9 m. LTL unaudited consolidated loss. According to the director general of AB "Snaige" G. Čeika, the largest part of this loss was generated by group's Kaliningrad factory in Russia, where there are no active financial instruments available which can be used to insure against losses caused by exchange rate fluctuations, and due to increasing prices of the main raw materials.
Despite incurred loss the director general of the group sees positive changes in the activities of the company: compared to the last quarter of 2007 consolidated loss has decreased by 3,6 m LTL, consolidated EBITDA loss has decreased from -5.5 m LTL to -1.2 m LTL.
"Despite the situation of the company is publicly valued sceptically, improving results of the company allows us to expects that 2008 will be much better year than 2007" - says G. Čeika.
May 20, 2008, In addition we present an audited financial statement of "Snaige" AB and newly revised audit conclusion concerning the annual report.
May 13, 2008, On May 12, 2008 the Management board of "Snaigė" AB decided to convene the Extraordinary General Meeting of "Snaigė" AB (code 249664610) shareholders on June 16, 2008 at 10:00 a.m. in the main meeting hall of the company premises at Pramonės str. 6, Alytus.
Registration starts at 9:30 a.m. and ends at 9:50 a.m.
Shareholders who at the end of the accounting day of the General Meeting of
Shareholders, i.e. June 9, 2008, will be on the shareholders' list of the Company, have a right to participate and vote at the General Meeting personally or by proxy, or represented by a person who have an agreement on a transfer of voting rights.
Shareholders attending the meeting must provide a personal identification document. Authorized representatives of the shareholders must additionally possess a proxy approved by the procedure prescribed by law.
On the agenda:
Proposed projects on the Meeting decisions
1) Increase of an authorized capital
To increase the Company's authorized share capital by an additional contribution of LTL 4 000 000 (four million litas) from LTL 23 827 365 (twenty-three million, eight hundred and twenty-seven thousand, three hundred and sixty-five litas) to LTL 27 827 365 (twenty-seven million, eight hundred and twenty-seven thousand, three hundred and sixty-five litas), by issuing a new emission of 4 000 000 (four million) common registered shares with a nominal share value of LTL 1 (one litas). A price of newly issued shares is LTL 2.50 (two litas and fifty cents). Total sum of a new emission equals to LTL 10 000 000 (ten million litas).
Shares need to be subscribed and fully paid no later than by the 4th of July, 2008.
Shareholders of the Company have a priority right to subscribe to the new shares in a proportion of a nominal value of shares they already own on the date of this Meeting within 14 (fourteen) days after a manager of Juridical Persons Register officially publishes an offer to purchase new shares with a shareholder priority right. After this period and until the 4th of July, 2008 everyone interested can acquire the newly issued shares of the Company.
In the case when all the issued shares are not subscribed during the period of a subscription, authorized capital will be increased by an amount equal to the sum of nominal values of subscribed shares. In this case the Company's
Management Board must change the size of authorized capital and number of shares in the Company's Statute and present the Statute to a manager of Juridical Persons Register.
If during the period of a subscription more shares are subscribed than the amount to be issued, first of all they will be distributed to the Company's shareholders in a proportion to a nominal value of shares, which they own on the date of the Meeting, during which a decision to increase authorized capital by an additional contribution was taken. If there is no shareholder to subscribe for newly issued shares or if all shareholders together subscribe for shares less than the intended amount of shares to be issued, the rest of shares are distributed to other subscribed persons in proportion to subscribed number of shares.
2) Changes in Company's Statute
To change the Company's Statute and confirm its revision. The Statute is changed due to the increase of an authorized capital.
3) Authorization
To authorize (with the right of re-authorization) and obligate the Company's Managing Director to undersign the revision of the Company's Statute and present it to a manager of Juridical Persons Register, if not provided otherwise in this report, as well as carry out all other actions connected with the fulfilment of decisions agreed during this Meeting.
April 25, 2008, The annual general meeting of shareholders held on April 25th in 2008 passed the following decision
To approve the annual report on the company's activities for the year 2007
To take in to consideration for shareholders auditor's conclusion while voting regarding approval of company's financial statement for the year 2007.
To approve annual financial statement for the year 2007
To approve appropriation of profit (loss) for the year 2007
Retained earnings of the previous financial year at the end of reporting year 59 198 280 LTL (17 145 007 EUR)
Net profit for the year 2007 is - 3 093 738 LTL (-896 009 EUR) Net profit (loss) for allocation at the end of financial year 56 104 542 LTL (16 248 998 EUR) Shareholders contributions 0 LTL (0 EUR) Transfers from reserves 34 087 600 LTL (9 872 451 EUR) Profit for distribution 90 192 142 LTL (26 121 450 EUR Allocation of profit: Share of profit allocated to the statutory reserve 0 LTL (0 EUR) Share of profit allocated to other reserves 4 512 300 LTL (1 306 852EUR) Of which: To charity, support 0 LTL(0 EUR) To social, cultural needs 0 LTL (0 EUR) Share of profit allocated to dividends 0 LTL (0 EUR) Share of profit allocated to bonuses for the Board members 0 LTL (0 EUR) Share of profit allocated for buy-back of company's own shares 0 LTL(0EUR) Share of profit allocated to investment reserve 4 512 300 LTL (1 306 852 EUR) Retained earnings at the end of reporting year 85 679 842 LTL (24 814 597 EUR)
Not to purchase own shares
To elect Robertas Berzinskas as member of Company´s Management Board for the rest of functional period of the Board.
April 22, 2008, Presenting consolidated financial statements for the year 2007, auditors' report and confirmation of responsible persons and corrected consolidated annual report.
April 17, 2008, On the decision of the Company´s Management Board, it was decided to supplement on agenda of ordinary shareholders meeting to be held on 25th of April, 2008, and to propose projects for meeting decisions.
I.To supplements the agenda of Ordinary General Shareholder Meeting by clause:
"Election of Management Board member".
Supplemented and specified agenda:
1.The annual report on the company's activities for the year 2007
2.Audit conclusion regarding the financial statement for the year 2007
3.Approval of annual financial statement for the year 2007
4.Appropriation of Company´s profit (loss) of the year 2007
5.Buy-back of own shares
6.Election of Management Board member
II.Proposed projects for meeting decisions
1.The annual report on the company's activities for the year 2007 Suggestion: To approve the annual report on the company's activities for the year 2007
2.Audit conclusion regarding the financial statement for the year 2007 Suggestion: To recommend shareholders to consider audit conclusion while voting regarding approval of company's financial statement for the year 2007.
3.Approval of annual financial statement for the year 2007 Suggestion: to approve annual financial statement for the year 2007
4.Appropriation of Company´s profit(loss) of the year 2007
Suggestion: to approve appropriation of profit(loss)
Retained earnings of the previous financial year at the end of reporting year 59 080 280 LTL (17 110 832 EUR)
Net profit for the year 2007 is - 2 975 738 LTL (-861 833 EUR) Net profit (loss) for allocation at the end of financial year 56 104 542 LTL (16 248 998 EUR) Shareholders contributions 0 LTL (0 EUR) Transfers from reserves 34 087 600 LTL (9 872 451 EUR) Profit for distribution 90 192 142 LTL (26 121 450 EUR Allocation of profit: Share of profit allocated to the statutory reserve 0 LTL (0 EUR) Share of profit allocated to other reserves 4 512 300 LTL (1 306 852 EUR) Of which: To charity, support 0 LTL(0 EUR) To social, cultural needs 0 LTL (0 EUR) Share of profit allocated to dividends 0 LTL (0 EUR) Share of profit allocated to bonuses for the Board members 0 LTL (0 EUR) Share of profit allocated for buy-back of company's own shares 0 LTL (0 EUR) Share of profit allocated to investment reserve 4 512 300 LTL (1 306 52 EUR) Retained earnings at the end of reporting year 85 679 842 LTL (24 814 597 EUR) 5.Regarding buy-back of company's own shares Suggestions: not to purchase own shares 6.Election of Management Board member Suggestion: To elect Robertas Beržinskas as member of Company´s Management Board for the rest of
functional period of the Board.
(Name, code, registered address, home office address, State of the Company)
Selling of shares The trigger event (indicate the specific event)
Hansa Eastern European Fund, code of Management Company 10194399, address Liivalaia 12, Tallinn, Estonia (Name of the person/ company having acquired/ disposed voting rights)
_____________________________________________________________________________
(Name of shareholder if different from indicated by point 3)
The date of transaction (specify) and 01-04-2008 Date of which the threshold was crossed (specify if different) 04-04-2008
Threshold that was crossed or reached (specify) 5 %
| -------------------------------------------------------------------------------- Voting rights given by shares |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Class of Number of Shares, shares and ISIN Code |
votes held block of shares** |
previous to the acquisition of disposal of the |
-------------------------------------------------------------------------------- the number of shares and voting rights held at the date of crossing the threshold -------------------------------------------------------------------------------- |
|||||||
-------------------------------------------------------------------------------- |
of ) |
Number Number Number Number of voting Number of voting of shares votes shares (units (units (units ) |
of ) |
rights (units) |
rights (%) |
|||||
lee |
lee |
toy | y |
direct direct indirect directly indirectly y |
||||||
| -------------------------------------------------------------------------------- PVA LT000010 9274 -------------------------------------------------------------------------------- |
9 |
136599 5.73% 965999 965999 | - | 4.05% |
||||||
| -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- |
Total 965999 965999 (A) |
- | 4.05% |
|||||||
| -------------------------------------------------------------------------------- Data on the securities that subject to a formal agreement upon a request of The owner thereof grants the right to acquire in the future the shares already issued by the Company |
||||||||||
| Name of securities |
Date of |
securities | -------------------------------------------------------------------------------- The data of expiry of the conversion and (or) the held after exercise of the rights granted by the securities |
the (units) |
granted by securities |
the (%) |
The number of The number of voting rights voting rights held after the exercise the exercise of the votes of the votes granted by securities |
|||
| -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- |
||||||||||
Total (B) - - -------------------------------------------------------------------------------- |
||||||||||
| -------------------------------------------------------------------------------- Total number of voting rights (A+B) |
||||||||||
| -------------------------------------------------------------------------------- |
(units) | (%) | Number of voting rights Number of voting rights |
|||||||
| -------------------------------------------------------------------------------- Total 965999 4.05% -------------------------------------------------------------------------------- |
8.______________________________________________________________________________
(The chain of controlled entities though which the voting rights and (or) securities that subject to a formal agreement and upon an initiative of the owner thereof grants the right to acquire the shares issued by the Company are held (if applicable)) 9. In case voted with proxy: The proxy ____________________________ (name and last name of the proxy) is granted the right to vote at his own discretion in respect of ________________ number of votes (units, %) expires on ________________________ (date)
10.* In case owners of convertible bonds wish to convert bonds to ordinary registered shares on 06-04-2009, the total number of shares issued would change, therefore voting rights held might change in the future.
Jone Sceponaviciute AB Bankas Hansabankas Head of Securities Department
7 April 2008. The subscription of "Snaige" AB convertible bonds has ended. On 4 April 2008 the subscription of "Snaige" AB convertible bonds with maturity of 367 days, annual interest rate of 14% has ended. During the subscription period the whole issue of nominal value of LTL 20 000 000 (EUR 5 792 400) was successfully subscribed.
28.03.2008
Resignation of the Member of the Management Board
Mindaugas Sestokas, managing director of "Kitron" UAB, subsidiary of " Hermis Capital" , resigns as member of the Management Board "Snaige" AB with effect from 11th of April, 2008.
20 March 2008. Notice of the annual general meeting of shareholders. On March 20 2008 the Management board of "Snaige" AB decided to convene the Annual General Meeting of shareholders "Snaigė" AB (code 249664610, headquarters, Pramones str. 6, Alytus) on April 26, 2008 at 1:00 pm in the hall of the company (Pramonės str. 6, Alytus). Registration starts 0:30 pm, ends-0:50 pm. On the agenda:
2.Auditor's report on company's financial statements of the year 2007.
3.Approval of company's annual financial statements of the year 2007.
Shareholders who at the end of the accounting day of the General Meeting of Shareholders, i.e. April 18 2008, will be on the shareholders list of the Company have a right to participate and vote at the General Meeting of Shareholders personally or by proxy, or represented by the person with whom an agreement on the transfer of voting rights is concluded.
The shareholders attending the meeting must provide person's identification document. The authorized representatives of the shareholders must additionally posses a proxy approved by the procedure prescribed by law.
17 March 2008. Supplemented consolidated interim financial report for 12months of 2007. Snaige AB presents a supplemented consolidated unaudited interim financial report for twelve months of 2007 prepared in accordance with the Rules on Periodic Disclosure of Information on Company's' Activities and Their Securities as approved by the Securities Commission of the republic of Lithuania. The profit and loss account has been supplemented with interim reporting period (last quarter) data.
14 March 2008. On convertible bonds issue prospectus of AB "Snaige". The prospectus of AB "Snaige" convertible bonds issue with maturity of 367 days, nominal value of the whole issue of 20 LTL million(EUR 5.79 million) was approved by Securities Commission on 14 March 2008.
The main facts about the issued convertible bonds:
Bond holders will have a right to convert the bonds to ordinary shares of AB "Snaigė" at the date of the redemption (6 April 2009).
The shareholders of AB "Snaigė" will have a pre-emptive right to acquire the issued bonds during the first 14 subscription days (15 March 2008 - 28 March 2008). During the remaining subscription period (29 March 2008 - 4 April 2008) the remaining investors will have a right to acquire the bonds.
Investors are invited to sign the Bonds purchase agreements during the Bonds subscription period at UAB FMĮ "Orion Securities", A.Tumėno g.4B, LT - 01109, Vilnius, Lithuania during working hours from 8.30 till 17.30.
7 March 2008. Decisions of shareholders extraordinary general meeting. Extraordinary general meeting of shareholders held on March 7th in 2008 passed the following decision:
Issue of convertible bonds and increase of authorized capital
1.4. Term for distribution of CB is 21 (twenty one) day after the day of approval of the prospectus at the Securities Commission of the Republic of Lithuania (this day is not included)).
1.5. The shareholders of the Company has the right to acquire CB by the right of priority proportional to the nominal value of the shares they own at the day of this Meeting during the period of 14 (fourteen) days after the start of distribution of the CB. After the end of this period the right to acquire CB also have all other persons until the end of the term of distribution;
1.6. CB give the following rights: after termination of the term for buying out of the shares to get agreed interest or change CB to the Company's shares by the resolution of this Meeting and by the ratio set forth by the contract of subscription for the CB;
1.7.3. Nominal value is - 1,- Lt (one Litas);
1.7.4. Rights are granted:
1.7.4.1. To participate in the management of the Company
1.7.4.2. To receive dividends;
1.7.4.3. To receive a part of the company' property after its liquidation;
1.7.4.4. To receive shares free of charge if the authorized capital of the Company is increased from the Company's means;
1.7.4.5. To acquire issued shares or bonds of the Company by the right of priority barring exceptions set forth by the articles of the Company and legal acts;
1.7.4.6. To lend to the Company according to the procedures set forth by the law;
1.7.4.7. To sell or pass round otherwise all or a part of own shares, to leave them by testament to other persons;
1.7.4.8. To participate and vote at the General Meeting of the Shareholders. The right to vote may be prohibited or limited in cases set forth by the legal acts of the Republic of Lithuania, also when the ownership right of the share is disputable;
1.7.4.9. To receive information about activities of the Company by the procedure set forth by the Articles of the Company or legal acts;
1.7.4.10. Other property and non-property rights set forth by the Articles of the Company or by the legal acts.
1.8. The ratio to change CB to the shares is 1:18 (one CB is changed to 18 shares);
1.9. The date for buying out of the CB is the 367th day after the termination of the term for distribution of the CB. The CB are changed to the shares at the day of the buying out of the CB.Bonds holders can express the desire to convert CB no later than 5 working days prior the date of term of buying out CB.
1.10. Maximum annual rate interest is 16 % (sixteen per cent);
1.11. The procedure for paying interest : the interest is paid once while buying out the CB;
1.12. The CB is bought out in Litas or Euros;
B. After termination of the term for buying out the CB and CB changed to the Company's shares being available the authorized capital of the Company is increased by the sum of nominal value of changed shares.
2.1. To change the article 9.1.11 of the Articles of the Company into the following wording:
"The information regulated by the Company is published and inserted into the Central Database of Regulated Information by the procedure set forth by the article 28 of the Securities Law of the Republic of Lithuania" To approve the new wording of the Articles of the Company.
2.2. After termination of the term for buying out the CB and CB changed to the Company's shares being available to change the Articles of the Company and to approve their new wording having set the amount of increased authorized capital and number of shares.
To authorize (with the right to renew authorization) and to oblige the Director General of the Company:
3.1. To sign contract with the dealer of public turnover of securities UAB FMĮ
"Orion securities", code 1220 33915, concerning actions related to implementation of resolution of this Meeting to issue CB;
3.2. To sign contracts for bonds leaving to define other provisions of the contracts to his own discretion;
3.3. Having changed the wording of the point 9.1.11 of the Articles of the Company to sign the changed Articles of the Company and submit to the registrar of the register of legal persons;
3.4. to sign the changed Articles of the Company with increased authorized capital and number of shares and submit to the registrar of the register of legal persons;
3.5. To carry all other actions related to implementation of the resolutions of this Meeting.
29 February 2008. Snaige, AB consolidated interim financial report for 12 months of 2007 and the preliminary consolidated unaudited results for the year 2007
Revenue and other operating income: LTL 413,54million (EUR 119.77 million), Loss before tax: LTL -10.61 million (EUR - 3.07million), Net loss: LTL -9.74 million (EUR -2.82 million), EBITDA: LTL 13.93 million (EUR 4.03 million).
In the previous year sales revenues of AB "Snaige" have increased by 16%, however, the increase was not large enough to cover the incurred losses, which resulted due to the increasing prices of raw materials and falling dollar exchange rate. In the previous year due to increased raw material prices and fall of the dollar exchange rate the company has lost approximately almost 15 million Litas.
This year AB "Snaige" started to use financial instruments in order to hedge against currency exchange risk.
The previous year profitability was affected by increasing prices of raw materials which, if compared to 2006, have increased by 11%. In order to avoid increase in raw material prices the company has started to look for alternative suppliers and materials, began implementation of various cost cutting and effectiveness enhancement programs. Such efforts helped at least partially reduce losses incurred due to the increase in the prices of raw materials.
25 February 2008. CORRECTION: Project of shareholders extraordinary general meeting resolutions. Correction: Project of resolutions is supplemented by new sentence in paragraph 1.9 and previous phrase "Convertible shares" changed by phrase "Convertible bonds".
There are suggested following projects for the meeting of shareholders on 7 March 2008 by decision of the Company's Management Board.
1.A.To issue convertible bonds (hereinafter CB) of the Company under the following conditions:
1.4. Term for distribution of CB is 21 (twenty one) day after the day of
approval of the prospectus at the Securities Commission of the Republic of Lithuania (this day is not included)).
1.5. The shareholders of the Company has the right to acquire CB by the right of priority proportional to the nominal value of the shares they own at the day of this Meeting during the period of 14 (fourteen) days after the start of distribution of the CB. After the end of this period the right to acquire CB also have all other persons until the end of the term of distribution;
1.6. CB give the following rights: after termination of the term for buying out of the shares to get agreed interest or change CB to the Company's shares by the resolution of this Meeting and by the ratio set forth by the contract of subscription for the CB;
1.7.4.4. To receive shares free of charge if the authorized capital of the Company is increased from the Company's means;
1.7.4.5. To acquire issued shares or bonds of the Company by the right of priority barring exceptions set forth by the articles of the Company and legal acts;
1.7.4.6. To lend to the Company according to the procedures set forth by the law;
1.7.4.7. To sell or pass round otherwise all or a part of own shares, to leave them by testament to other persons;
1.7.4.8. To participate and vote at the General Meeting of the Shareholders. The right to vote may be prohibited or limited in cases set forth by the legal acts of the Republic of Lithuania, also when the ownership right of the share is disputable;
1.7.4.9. To receive information about activities of the Company by the procedure set forth by the Articles of the Company or legal acts;
1.7.4.10. Other property and non-property rights set forth by the Articles of the Company or by the legal acts.
1.8. The ratio to change CB to the shares is 1:18 (one CB is changed to 18 shares);
1.9. The date for buying out of the CB is the 367th day after the termination of the term for distribution of the CB. The CB is changed to the shares at the day of the buying out of the CB. Bonds holders can express the desire to convert CB no later than 5 working days prior the date of term of buying out CB.
1.10. Maximum annual rate interest is 16 % (sixteen per cent);
1.11. The procedure for paying interest : the interest is paid once while buying out the CB;
1.12. The CB is bought out in Litas or Euros;
B. After termination of the term for buying out the CB and CB changed to the Company's shares being available the authorized capital of the Company is increased by the sum of nominal value of changed shares.
2.1. To change the article 9.1.11 of the Articles of the Company into the following wording:
"The information regulated by the Company is published and inserted into the Central Database of Regulated Information by the procedure set forth by the article 28 of the Securities Law of the Republic of Lithuania" To approve the new wording of the Articles of the Company:
2.2. After termination of the term for buying out the CB and CB changed to the Company's shares being available to change the Articles of the Company and to approve their new wording having set the amount of increased authorized capital and number of shares.
To authorize (with the right to renew authorization) and to oblige the Director General of the Company:
3.1. To sign contract with the dealer of public turnover of securities UAB FMĮ "Orion securities", code 1220 33915, concerning actions related to implementation of resolution of this Meeting to issue CB;
3.2. To sign contracts for bonds leaving to define other provisions of the contracts to his own discretion;
3.3. Having changed the wording of the point 9.1.11 of the Articles of the Company to sign the changed Articles of the Company and submit to the registrar of the register of legal persons;
3.4. To sign the changed Articles of the Company with increased authorized capital and number of shares and submit to the registrar of the register of legal persons;
3.5. To carry all other actions related to implementation of the resolutions of this Meeting.
15 February 2008. Project of shareholders extraordinary general meeting resolutions. There are suggested following projects for the meeting of shareholders on 7 March 2008 by decision of the Company's Management Board.
Issue of convertible shares and increase of authorized capital
A. To issue convertible shares (hereinafter CS) of the Company under the following conditions:
1.1. Amount of issued CSs is 200 000 (two hundred thousand) units;
1.2. Nominal value of one CS is 100,- Lt (one hundred Litas);
1.3. Overall value of issued CSs is 20 000 000Lt (twenty million Litas);
1.4. Term for distribution of CSs is 21 (twenty one) day after the day of approval of the prospectus at the Securities Commission of the Republic of Lithuania (this day is not included)).
1.5. The shareholders of the Company has the right to acquire CSs by the right of priority proportional to the nominal value of the shares they own at the day of this Meeting during the period of 14 (fourteen) days after the start of distribution of the CSs. After the end of this period the right to acquire CSs also have all other persons until the end of the term of distribution;
1.6. CSs give the following rights: after termination of the term for buying out of the shares to get agreed interest or change CSs to the Company's shares by the resolution of this Meeting and by the ratio set forth by the contract of subscription for the CSs;
1.7. The CSs are changed to the following shares:
1.7.1. Class - ordinary personal shares;
1.7.2. Number - 18 (eighteen) units;
1.7.3. Nominal value is - 1,- Lt (one Litas);
1.7.4. Rights are granted:
1.7.4.1. To participate in the management of the Company
1.7.4.2. To receive dividends;
1.7.4.3. To receive a part of the company' property after its liquidation;
1.7.4.4. To receive shares free of charge if the authorized capital of the Company is increased from the Company's means;
1.7.4.5. To acquire issued shares or bonds of the Company by the right of priority barring exceptions set forth by the articles of the Company and legal acts;
1.7.4.6. To lend to the Company according to the procedures set forth by the law;
1.7.4.7. To sell or pass round otherwise all or a part of own shares, to leave them by testament to other persons;
1.7.4.8. To participate and vote at the General Meeting of the Shareholders. The right to vote may be prohibited or limited in cases set forth by the legal acts of the Republic of Lithuania, also when the ownership right of the share is disputable;
1.7.4.9. To receive information about activities of the Company by the procedure set forth by the Articles of the Company or legal acts;
1.7.4.10. Other property and non-property rights set forth by the Articles of the Company or by the legal acts.
1.8. The ratio to change CSs to the shares is 1:18 (one CS is changed to 18 shares);
1.9. The date for buying out of the CSs is the 367th day after the termination of the term for distribution of the CSs. The CSs are changed to the shares at the day of the buying out of the CSs;
1.10. Maximum annual rate interest is 16 % (sixteen per cent);
1.11. The procedure for paying interest : the interest is paid once while buying out the CSs;
1.12. The CSs are bought out in Litas or Euros;
B. After termination of the term for buying out the CSs and CSs changed to the Company's shares being available the authorized capital of the Company is increased by the sum of nominal value of changed shares.
2.1. To change the article 9.1.11 of the Articles of the Company into the following wording:
"The information regulated by the Company is published and inserted into the Central Database of Regulated Information by the procedure set forth by the article 28 of the Securities Law of the Republic of Lithuania" To approve the new wording of the Articles of the Company:
2.2. After termination of the term for buying out the CSs and CSs changed to the Company's shares being available to change the Articles of the Company and to approve their new wording having set the amount of increased authorized capital and number of shares.
To authorize (with the right to renew authorization) and to oblige the Director General of the Company:
3.1. To sign contract with the dealer of public turnover of securities UAB FMĮ "Orion securities", code 1220 33915, concerning actions related to implementation of resolution of this Meeting to issue CSs;
3.2. To sign contracts for bonds leaving to define other provisions of the contracts to his own discretion;
3.3. Having changed the wording of the point 9.1.11 of the Articles of the Company to sign the changed Articles of the Company and submit to the registrar of the register of legal persons;
3.4. to sign the changed Articles of the Company with increased authorized capital and number of shares and submit to the registrar of the register of legal persons;
3.5. To carry all other actions related to implementation of the resolutions of this Meeting.
4 February 2008. On convening the extraordinary general meeting of shareholders. On January 31, 2008 the Management board of "Snaige" AB decided to convene the Extraordinary General Meeting "Snaigė" AB (code 249664610, headquarters, Pramones str. 6, Alytus) shareholders on March 7, 2008 at 10:00 in the main meeting hall of the company (Pramonės str. 6, Alytus). Registration starts 9:30 pm, ends- 9:50 pm. On the agenda:
Issuing convertible debentures and increasing the authorized capital.
Amendments of the Articles of Association.
Deputation of authority.
Shareholders who at the end of the accounting day of the General Meeting of Shareholders, i.e. February 29 2008, will be on the shareholders list of the Company have a right to participate and vote at the General Meeting personally or by proxy, or represented by a person with whom an agreement on the transfer of voting rights is concluded.
The shareholders attending the meeting must provide personal identification document. The authorized representatives of the shareholders must additionally posses a proxy approved by the procedure prescribed by law.
30 January 2008. AB Snaige signed a liquidity provider agreement with Orion Securities. AB Snaige signed a liquidity provider agreement with Orion Securities.
28 December 2007. Appointment of a new Managing Director. The Board meeting resolved to recall Mindaugas Sestokas from office of the Managing Director since January 3, 2008 and to elect Gediminas Ceika Managing Director.
29 November 2007. Decisions of shareholders extraordinary general meeting. Extraordinary general meeting of shareholders on November 29, 2007, passed to conclude the contract with UAB "Ernst &Young Baltic" concerning the audit AB "Snaigė" financial statement and consolidated financial statement of the year 2007. The contract price LTL 228.000 (EUR 66 033).
29 November 2007. CORRECTION: Corrected interim information for the 1st half of the year of 2007. Snaige AB presents unaudited consolidated financial statements of the first half year 2007, which has been corrected according to the notes provided by Lithuanian Securities Commission.
29 November 2007. Financial accountability of nine months of 2007 and confirmation of responsible persons. Presenting the confirmation of responsible persons of " Snaige" AB and interim consolidated and unaudited financials accountability of nine months of year 2007.
16 November 2007. Corrected interim information for the 1st half of the year of 2007. AB "Snaige" presenting corrected consolidated financial statements of the first half year 2007, interim report and responsible person's confirmation.
16 November 2007. Project of shareholders extraordinary general meeting decisions. We propose to give assent to the proposal of the Board at the General meeting of shareholders, which shall be convoked on November 29, 2007, to conclude the contract with UAB "Ernst &Young Baltic" concerning the audit Snaige AB financial statement and consolidated financial statement of the year 2007. The contract price LTL 228.000 (EUR 66 033).
13 November 2007. Regarding investors. Updating information published on the 25th of May 2007 about interest of potential investors in the company, we would like to inform that no negotiations or meetings with potential investors take place at present.
31.10.2007
31 October 2007. Consolidated unaudited results for the 9 month period 2007.
Revenue and other operating income: LTL 305.8 million (EUR 88.57 million), Operating profit : LTL 15 million (EUR - 4.3 million), Profit before tax: LTL 0.11 million (EUR -0.03 million), Net loss: LTL -0.19 million (EUR-0.05 million), EBITDA: LTL 18.2 million (EUR 5.27 million).
During the 9-month period of 2007, AB Snaige got 22 percent sales revenue more than the same period of the last year. Operating profit was increased by 60 percent and reached LTL 15 million. Despite that, due to dollar exchange rate decrease and cost of raw material growth, Company earned only LTL 106 thousand of profit.
During 9-month period of 2007, due to dollar exchange rate decrease and cost of raw material growth, Company lost LTL 15 million.
24 October 2007. On convening the extraordinary general meeting of shareholders. On October 23, 2007 the Management board of Company decided to convene the Extraordinary General Meeting of shareholders "Snaigė" AB (code 249664610, headquarters, Pramones str. 6, Alytus) on November 29, 2007 at 3:00 pm in the hall of the company (Pramonės str. 6, Alytus). Registration starts 2:30 pm, ends- 2:50 pm. On the agenda:
SELECTION OF THE AUDITORS COMPANY AND DEFINITION OF PAYMENT TERMS CONDITIONS FOR THE AUDIT SERVICES.
Shareholders who at the end of the accounting day of the General Meeting of Shareholders, i.e. November 22, 2007, will be on the shareholders list of the Company have a right to participate and vote at the General Meeting of Shareholders personally or by proxy, or represented by the person with whom an agreement on the transfer of voting rights is concluded. The shareholders attending the meeting must provide person's identification document. The authorized representatives of the shareholders must additionally posses a proxy approved by the procedure prescribed by law.
2 October 2007. Revised interim information for the I quarter of the year 2007. Presenting revised unaudited consolidated financial statements for the I quarter of the year 2007 and confirmation of the responsible persons.
31 August 2007. Company publishes Consolidated Interim Report and financial statements for the first half 2007 AB "Snaige" publishes consolidated financial statements of the first half year 2007, interim report and responsible persons confirmation.
3 August 2007. Consolidated unaudited results for first half year 2007.
Consolidated unaudited results for first half year 2007:
Revenue and other operating income: LTL 180.4 million (EUR 52.25 million), Loss before tax: LTL -0.88 mln. (EUR - 0.25 million), Net loss: LTL -1.26 mln. (EUR -0.36 million), EBITDA: LTL 11.0 million (EUR 3.2 million).
The decrease of the consolidated profit of AB "Snaigė" was mostly determined by the increase in prices of raw materials and energetic resources. The decrease of the exchange rate of USD had some impact as well. Considerable part - 25 % - of our production we export to Ukraine and payments are in USD. However, financial results of the II quarter and rising sales in the main markets let us think in optimistic way: sales in Ukraine increased by 33%, in other Eastern Europe countries - 34%. In Russia sales increased even four times. In the II quarter of 2007 company reached non-audited profit before taxes of LTL 1.7 million , thus increased by LTL 1.37 mill. in comparison with the same period last year then non-audited profit before taxes was LTL 320 000.
28 May 2007. Financial statements for the I quarter 2007. Presenting the intermediate consolidated unaudited financial statements for the I quarter of the year 2007.
25 May 2007. Due to interest of investors. Once potential investors express interest in the company, the audit of operational and financial activities is carried out and meetings between top management and investors are initiated.
25 May 2007. On prospectus for 2006. The company's prospectus for the year 2006 has been submitted to Securities Commission and Vilnius Stock Exchange.
27 April 2007. Consolidated unaudited results for first garter of the year 2007.
| Revenue and other operating income: LTL 73.34 million (EUR 21.24 million), | |
|---|---|
| Loss before tax: | LTL -2.57 mln. (EUR -0.74 million), |
| Net loss: | LTL -3.80 mln. (EUR -1.1 million), |
| EBITDA: | LTL 3.33 million (EUR 0.97 million) |
Unaudited turnover of the Company has increased by 20 million LTL in the first quarter of 2007 to compare with same period of last year. The company operates more successful than it was planned in the business plan and expects to achieve planned consolidated EBITDA of LTL 32 million.
April 26, 2007. Decisions of annual general meeting:
The annual general meeting of shareholders held on April 26th in 2007 passed the following decision
To approve the annual report on the company's activities for the year 2006.
To take in to consideration for shareholders auditor's conclusion while voting regarding approval of company's yearly financial statements.
To approve company's financial statements for year 2006.
To approve distribution of company's profit for the year 2006.
Retained earnings at the beginning of the year -LTL 55 772 622 (EUR 16 152 868).
Net profit for year 2006 is LTL 10 659 081 Lt (EUR 3 087 083).
Transfers from reserves - LTL 26 899 000 (EUR 7 790 489).
Profit for distribution - LTL 93 330 703 LTL (EUR 27 030 440).
Profit for distribution to the reserve for acquisition of the company's own shares - LTL 10 000 000 (EUR 2 896 200 ).
Profit distribution to the investment reserves - LTL 23 647 600 (EUR 6 848 818).
Profit distribution, to other reserves - LTL 440 000 (EUR 127 433),
including: support, charity - LTL 90 000 (EUR 26 066),
social, cultural needs - LTL 350 000 (EUR 101 367).
Profit distribution , to dividends - LTL 0 (EUR 0 ).
Profit distribution, to bonuses of the board members LTL 0 (EUR 0 ).
Retained earnings at the end of financial year 2006 - LTL 59 243 103 (EUR 17 157 989).
All other issues, which are not provided for in this decision shall be delegated to the Board of the Company.
April 27, 2007. Consolidated unaudited results for first quarter of the year 2007:
Revenue and other operating income: LTL 73.34 million (EUR 21.24 million),
| Loss before tax: | LTL -2.57 mill. (EUR -0.74 million), |
|---|---|
| Net loss: | LTL -3.80 mill. (EUR -1.1 million), |
| EBITDA: | LTL 3.33 million (EUR 0.97 million) |
Unaudited turnover of Snaige AB increased by million LTL 20 in the first quarter of 2007 to compare with same period of last year. The company operates more successful than it was planned in the business plan and expects to achieve planned consolidated EBITDA of LTL 32 million.
April 17, 2007. Audited Annual Financial Statement and Annual Report for the year 2006.
April 13, 2007. Project of shareholders general meeting decisions:
There are suggested following projects for the meeting of shareholders on April 26th in 2007 by decision of the Company's Management Board of 02-04-2007.
The annual report on the company's activities for the year 2006. Suggestion: To approve the annual report on the company's activities for the year 2006.
Auditor's conclusion about company's financial statements report of the year 2006. Suggestion: To recommend for shareholders to consider auditor's conclusion while voting regarding approval of company's yearly financial statements.
Approval of company's annual financial statement of the year 2006. Suggestion: To approve company's financial statements for year 2006.
Approval of the 2006 profit appropriation. Suggestion: To approve distribution of company's profit for the year 2006.
Retained earnings at the beginning of the year LTL 55 772 622 (EUR 16 152 868)
| Net profit for year 2006 is | LTL 10 659 081 (EUR 3 087 083) |
|---|---|
| Transfers from reserves | LTL 26 899 000 (EUR 7 790 489) |
| Profit for distribution | LTL 93 330 703 LTL (EUR 27 030 440) |
| Profit for distribution to the reserve for acquisition of the company's own | |
| shares | LTL 10 000 000 (EUR 2 896 200 ) |
| Profit distribution to the investment reserves | LTL 23 647 600 (EUR 6 848 818). |
| Profit distribution, to other reserves | LTL 440 000 (EUR 127 433), |
| including: support, charity | LTL 90 000 (EUR 26 066), |
| social, cultural needs | LTL 350 000 (EUR 101 367). |
| Profit distribution , to dividends | LTL 0 (EUR 0 ). |
Profit distribution, to bonuses of the board members LTL 0 (EUR 0 ).
Retained earnings at the end of financial year 2006 LTL 59 243 103 (EUR 17 157 989).
All other issues, which are not provided for in this decision shall be delegated to the Board of the Company.
March 21, 2007. Notice of the annual general meeting of shareholders:
On March 20 2007 the Management board of Company decided to convene the Annual General Meeting of shareholders "Snaigė" AB (code 249664610, headquarters, Pramones str. 6, Alytus) on April 26, 2007 at 2:00 pm in the hall of the company (Pramonės str. 6, Alytus). Registration starts 1:30 pm, ends- 1:50 pm.
On the agenda:
The annual report on the company's activities for the year 2006.
Auditor's report on company's financial statements of the year 2006.
Approval of company's annual financial statements of the year 2006. The board company's activity report of the year 2006.
Approval of the 2006 profit appropriation.
Regarding the buy-back of the company's own shares. Shareholders who at the end of the accounting day of the General Meeting of Shareholders, i.e. April 19 2007, will be on the shareholders list of the Company have a right to participate and vote at the General Meeting of Shareholders personally or by proxy, or represented by the person with whom an agreement on the transfer of voting rights is concluded.
The shareholders attending the meeting must provide person's identification document. The authorized representatives of the shareholders must additionally posses a proxy approved by the procedure prescribed by law.
February 15, 2007. Consolidated unaudited preliminary results for the year 2006 and forecast for the year 2007:
Total turnover and other operating income LTL 357.0 million (EUR 103.4 million);
| Pre-tax profit (loss) | LTL -10.1 million (EUR -2.9 million); |
|---|---|
| EBITDA | LTL 13.7 million (EUR 4.0 million) |
| 2.Forecast for the year 2007 | |
| Revenue and other operating income: | LTL 468.8 million (EUR 135.8 million); |
| Pre-tax profit | LTL 10.2 million (EUR 3.0 million); |
| Net profit | LTL 8.4 million (EUR 2.4 million); |
| EBITDA | LTL 34.3 million (EUR 9.9 million) |
Negative consolidated result was driven by difficulties in Russian market – high stocks of goods and price reduction at distributors. Also because of increased risk the company made bad debts accruals for sales in 2004-2005 for amount LTL 9,8 million (EUR 2.8 million).
January 19, 2007. The amended Charter has been registered after the increase of the authorized capital:
On January 18, 2007 the Charter of Snaige AB with the increased authorized capital was registered in the Entities Register. The authorized capital of the company after the increase has reached LTL 23 827 365 (EUR 6 900 882). The nominal value of a share is 1 LTL.
January 5, 2007. Decisions of shareholders extraordinary general meeting:
Extraordinary general meeting on January 5, 2007 passed resolution to conclude the contract with UAB "Deloitte Lietuva" concerning the audit of AB "Snaigė" financial statement and consolidated financial statement. To conclude the contract for the duration of 1 year and set the contract price for one year of no more than LTL 130 000 ( EUR 37651).
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The issuer's employees, administrative manager and the members of the management bodies who are responsible for the composition of the annual financial account of 2008 and the annual report of the year 2008, as well as the issuer's consultants hereby confirm that as far as it is known to them, annual consolidated financial reports, formed according to applied accounting standards, reflects reality and correctly shows issuers and whole consolidated companies' assets, liabilities, financial position, profit or loss, and that consolidated annual report correctly presents business development and activities overview, issuers and consolidated companies' state together with description of main risks and uncertainties faced.
-The Finance Director of AB "Snaigė" Neringa Menčiūnienė
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- +'- ,&-Place of preparation: UAB FMĮ "Orion Securities" (Tumėno str. 4, Vilnius).
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