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City Service SE — Proxy Solicitation & Information Statement 2013
Apr 9, 2013
5564_rns_2013-04-09_5954dfa4-a534-4c74-865f-6ea9231bba34.pdf
Proxy Solicitation & Information Statement
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CITYservice
City Service AB
Address: Konstitucijos av. 7, Vilnius, Lithuania
Code: 123905633, VAT code: LT 239056314
Data is collected and stored in the Register of Legal Entities
VOTING BULLETIN OF THE ORDINARY GENERAL SHAREHOLDERS MEETING, HELD ON THE 30th OF APRIL, 2013
SHAREHOLDER'S INFORMATION
The shareholder (natural person) name, the shareholder (legal person) title:
The shareholder (natural person) the personal code of shareholder (legal person) code:
The number of shares:
City Service, AB • Smolensko St. 12, LT-03201 Vilnius
Tel. (8 5) 239 4900 • Fax. (8 5) 239 4848 • [email protected] • www.cityservice.lt
Enterprise code 123905633 • VAT Reg. No LT239056314
"Swedbank", AB • Bank code 73000 • Settlement account LT 757300010070504902
Register of Legal Entities, State Enterprise Centre of Registers Vilnius Branch
CITYservice
VOTING
| Please underline the option you choose in the table, "YES" or "NO" or "ABSTAIN". | ||||
|---|---|---|---|---|
| No. | The items of the agenda | The drafts of the decisions | Shareholder's voting | |
| 1. | Presentation of the consolidated annual report of the Company for the year 2012. | 1.1. The consolidated annual report of the Company for the year 2012 is available at the Company's website www.cityservice.lt. | --- | |
| 2. | Presentation of the auditor's report of the Company. | 2.1. The auditor's report of the Company is available at the Company's website www.cityservice.lt. | --- | |
| 3. | Approval of the Company's consolidated set of financial statements of the year 2012. | 3.1. Approve the Company's consolidated set of financial statements of the year 2012. | „YES“ | „NO“ |
| „ABSTAIN“ | ||||
| 4. | Distribution of profit (loss) of the year 2012. | 4.1. Approve Company's profit (loss) distribution for the year 2012 as provided below in the table. | “YES“ | “NO“ |
| “ABSTAIN“ |
City Service, AB • Smolensko St. 12, LT-03201 Vilnius
Tel. (8 5) 239 4900 • Fax. (8 5) 239 4848 • [email protected] • www.cityservice.lt
Enterprise code 123905633 • VAT Reg. No LT239056314
"Swedbank", AB • Bank code 73000 • Settlement account LT 757300010070504902
Register of Legal Entities, State Enterprise Centre of Registers Vilnius Branch
CITYservice
| Amount (LTL thousand) | ||||
|---|---|---|---|---|
| Retained earnings – profit (loss) transferred from prior reporting period | 25,817 | |||
| Net result for the reporting year – profit (lost) | 7,132 | |||
| The profit (loss) of the accounting financial year not recognized in the profit (loss) account | - | |||
| The transfers from the reserves | - | |||
| The shareholders contributions to cover the losses of the Company | - | |||
| Distributable result – profit at the end of the reporting period | 32,949 | |||
| Profit distribution: | ||||
| Transfers to legal reserve | - | |||
| Transfers to Company's shares acquire reserve | - | |||
| The share of profit allocated to other reserves; | - | |||
| For dividends | - | |||
| For annual payments (bonuses) for the Board members | - | |||
| Retained earnings – profit at the end of the reporting period | 32,949 | |||
| 5. | On election of the Board Members of the Company for a new Board term. | 5.1. Considering the fact that the 4 (four) year term of the Company's Board expires on the 6th of October, 2013, elect the following persons as the members of the Board of the Company for the new 4 (four) year term: | VOTING¹ | |
| “YES” | ||||
| Andrius Janukonis; | ||||
| Gintautas Jaugielavičius; | ||||
| Darius Leščinskas; | ||||
| Žilvinas Lapinskas. |
¹ The total number of votes for this question shall be equal to the amount of voting shares of a shareholder multiplying them by the number of the members of the Board to be elected. Four members should be elected to the Board in this General Meeting of Shareholders. A number of the votes allotted to the nominee shall be whole number (without tenth) and shall be marked in the box corresponding to the nominee's name, in the case no votes allotted to the nominee the box shall be marked „x".
City Service, AB • Smolensko St. 12, LT-03201 Vilnius
Tel. (8 5) 239 4900 • Fax. (8 5) 239 4848 • [email protected] • www.cityservice.lt
Enterprise code 123905633 • VAT Reg. No LT239056314
"Swedbank", AB • Bank code 73000 • Settlement account LT 757300010070504902
Register of Legal Entities, State Enterprise Centre of Registers Vilnius Branch
CITYservice
| 5.2. Determine that the term of the elected Board shall begin on 30th April, 2013 and shall end on 30th April, 2017. Authorize General Manager of the Company to perform all the actions in order to register the newly elected members of the Board in register of enterprises of Lithuania. | “YES” | “NO” | ||
|---|---|---|---|---|
| “ABSTAIN” | ||||
| 6. | On election of the members of the Company’s Audit Committee. | 6.1. Elect the following members of the Audit Committee: | VOTING² | |
| “YES” | ||||
| Mr. Saulius Leonavičius – as independent member; | ||||
| Mr. Jonas Mačiuitis; | ||||
| Mrs. Irena Veligor. | ||||
| 6.2. Authorize General Manager of the Company to prepare and sign necessary documents with the elected members of the Audit Committee. | “YES” | “NO” | ||
| “ABSTAIN” |
² The total number of votes for this question shall be equal to the amount of voting shares of a shareholder multiplying them by the number of the members of the Audit Committee to be elected. Three members should be elected to the Audit Committee in this General Meeting of Shareholders. A number of the votes allotted to the nominee shall be whole number (without tenth) and shall be marked in the box corresponding to the nominee’s name, in the case no votes allotted to the nominee the box shall be marked „x“.
City Service, AB • Smolensko St. 12, LT-03201 Vilnius
Tel. (8 5) 239 4900 • Fax. (8 5) 239 4848 • [email protected] • www.cityservice.lt
Enterprise code 123905633 • VAT Reg. No LT239056314
“Swedbank”, AB • Bank code 73000 • Settlement account LT 757300010070504902
Register of Legal Entities, State Enterprise Centre of Registers Vilnius Branch
CITYservice
| 7. | On approval of the audit company for the performance of the audit of the Company's and the Company's set of consolidated financial statements for the year 2013 and for the evaluation of the Company's consolidated annual report. | 7.1. Elect Ernst & Young Baltic UAB, company code 110878442, as the audit company which shall perform the Company's and the Company's set of consolidated financial statements audit for the year 2013 and shall evaluate Company's consolidated annual report. | “YES” | “NO” |
|---|---|---|---|---|
| “ABSTAIN” | ||||
| 8. | On establishment of the payment conditions for the audit services. | 8.1. Determine that the Company shall pay for the audit of Company's and Company's set of consolidated financial statements of year 2013 and for the evaluation of Company's consolidated annual report services EUR 49,988 (forty nine thousand nine hundred eighty eight euros), excluding VAT. The settlement for the audit services shall be made in national currency - litas following the official rate of litas and euro, published by the Bank of Lithuania on the day of issuing the bill. | “YES” | “NO” |
| “ABSTAIN” | ||||
| 8.2. Authorize the Company's General Manager to conclude and sign the agreement for the audit services with Ernst & Young Baltic UAB and on his own discretion settle the other conditions of audit services agreement also conclude and sign other related documents and perform other actions in order to fulfill duly audit. | “YES” | “NO” | ||
| “ABSTAIN” |
City Service, AB • Smolensko St. 12, LT-03201 Vilnius
Tel. (8 5) 239 4900 • Fax. (8 5) 239 4848 • [email protected] • www.cityservice.lt
Enterprise code 123905633 • VAT Reg. No LT239056314
"Swedbank", AB • Bank code 73000 • Settlement account LT 757300010070504902
Register of Legal Entities, State Enterprise Centre of Registers Vilnius Branch
CITYservice
| 9. | On renewal of the Company's Articles of Association. | 9.1. Considering the amendments of Law on Companies approve the new version of the Company's Articles of Association and present the wording in the annex to the minutes of the Ordinary General Meeting of Shareholders. | “YES” | “NO” |
|---|---|---|---|---|
| “ABSTAIN” |
(date)
(shareholder (or any other person entitled to vote his shares), the name, signature, legal person seal)
City Service, AB • Smolensko St. 12, LT-03201 Vilnius
Tel. (8 5) 239 4900 • Fax. (8 5) 239 4848 • [email protected] • www.cityservice.lt
Enterprise code 123905633 • VAT Reg. No LT239056314
"Swedbank", AB • Bank code 73000 • Settlement account LT 757300010070504902
Register of Legal Entities, State Enterprise Centre of Registers Vilnius Branch