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City Service SE — Proxy Solicitation & Information Statement 2015
Apr 9, 2015
5564_rns_2015-04-09_b3b55bb7-b03b-43e9-87aa-9c23d0cdf432.pdf
Proxy Solicitation & Information Statement
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CITYSERVICE
In service of your property
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 30 April, 2015
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:
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. | On presentation of the consolidated annual report of the Company for 2014 to the shareholders. | 1.1. The consolidated annual report of the Company for the year 2014 is available at the Company's website www.cityservice.eu | --- |
| 2. | On presentation of the auditor's report of the Company to the shareholders. | 2.1. The auditor's report of the Company is available at the Company's website www.cityservice.eu | --- |
AB „City Service“, Lvovo str. 25, LT-03201 Vilnius. Company code 123905633, VAT payer code LT239056314.
Nordea Bank AB Lithuanian branch, bank code 21400, A/N LT222140030003129829, LT382140030003129832
CITYSERVICE
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| 3. | On approval of the set of consolidated annual financial statements of the Company for 2014. | 3.1. Approve the Company's consolidated set of financial statements of the year 2014. | „YES“ | „NO“ |
|---|---|---|---|---|
| „ABSTAIN“ | ||||
| 4. | On distribution of profit (loss) of the year 2014 | 4.1. Approve Company's profit (loss) distribution for the year 2014 as indicated in the table below. | ||
| 4.2. To pay dividend in the amount of EUR 948,300 (LTL 3,274,290), i.e. the dividend of EUR 0.03 (LTL 0.10) per one share with the nominal value of LTL 1. To pay the dividend to the shareholders within the time limit set by the Law of the Republic of Lithuania on Companies. | „YES“ | „NO“ | ||
| „ABSTAIN“ |
The project of profit (loss) distribution of the year 2014 (the part of question 4):
| Amounts (EUR 000's) | Amounts (LTL 000's) | |
|---|---|---|
| Retained earnings – profit (loss) transferred from prior reporting period | 14,270 | 49,271 |
| Net result for the reporting year – profit (lost) | 3,718 | 12,839 |
| 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 | 17,988 | 62,110 |
| Profit distribution: | ||
| Transfers to legal reserve | - | - |
| Transfers to Company's shares acquire reserve | - | - |
| The share of profit allocated to other reserves; | - | - |
| For dividends | (948.3) | (3,274.29) |
| For annual payments (bonuses) for the Board members | ||
| Retained earnings – profit at the end of the reporting period | 17,039.7 | 58,835.71 |
AB „City Service“, Lvovo str. 25, LT-03201 Vilnius. Company code 123905633, VAT payer code LT239056314.
Nordea Bank AB Lithuanian branch, bank code 21400, A/N LT222140030003129829, LT382140030003129832
CITYSERVICE
In service of your property
| 5. | Regarding election of the audit company for auditing the Company's set of annual financial statements and of the Company's consolidated set of financial statements for 2015 and for evaluation of the consolidated annual report of the Company. | 5.1. To elect UAB ERNST & YOUNG BALTIC, legal entity code 110878442, as the audit company which will audit the Company's set of annual financial statements and of the Company's consolidated set of financial statements for 2015 and will evaluate the consolidated annual report of the Company. | “YES” | “NO” |
|---|---|---|---|---|
| “ABSTAIN” | ||||
| 6. | Regarding establishment of the conditions of payment for the audit services. | 6.1. To set the remuneration in the amount of EUR 49,988 (forty nine thousand nine hundred and eighty eight euros), VAT excl., for the services of auditing the Company's set of annual financial statements and of the Company's consolidated set of financial statements for 2015 and for evaluation of the consolidated annual report of the Company. | ||
| 6.2. To instruct the Manager of AB City Service or a person authorized by him to conclude and sign the agreement for audit services with UAB ERNST & YOUNG BALTIC and to determine any other terms and conditions of the agreement for audit services at his own discretion, as well as to make and sign related documents and handle any other matters in connection with proper performance of the audit. | “YES” | “NO” | ||
| “ABSTAIN” | ||||
| 7. | Initiation of formation of the European company (SE). | 7.1. To approve of the participation of AB City Service in the formation of the European company (Societas Europaea) by way of merger by acquisition, during which AB City Service will be merged to its subsidiary City Service EU, AS (a public limited liability company registered in the Republic of Estonia, legal entity code 12827710, address of the registered office J. Kunderi 8a, Tallinn, 10121, Republic of Estonia, 100% of shares of which is held by the Company), which will acquire the legal form of a European company (SE). | “YES” | “NO” |
| “ABSTAIN” |
AB „City Service“, Lvovo str. 25, LT-03201 Vilnius. Company code 123905633, VAT payer code LT239056314.
Nordea Bank AB Lithuanian branch, bank code 21400, A/N LT222140030003129829, LT382140030003129832
CITYSERVICE
In service of your property
| 8. | Initiation of admission of shares of the Company to trading on the regulated market the Warsaw Stock Exchange. | 8.1. To initiate admission of all the outstanding shares of the Company to trading on the regulated market the Warsaw Stock Exchange.
8.2. To determine that the admission of shares of the Company to trading on the regulated market the Warsaw Stock Exchange must be implemented no later than within 18 (eighteen) months after the date of adoption of this decision.
8.3. To determine that the Board of the Company has the right to choose such a mechanism of admission of shares of the Company to trading on the regulated market the Warsaw Stock Exchange, which would ensure admission of the shares either straight of the already formed European company (SE), formation of which is provided for in the decision on issue No. 7 of the agenda of this meeting, to trading on the above-indicated regulated market, or at first of the shares of AB City Service and later of the shares of the formed European company (SE). | “YES” | “NO” |
| --- | --- | --- | --- | --- |
| | | | “ABSTAIN” | |
| 9. | Initiation of delisting of shares of the Company from trading on the regulated market AB NASDAQ OMX Vilnius. | 9.1. To initiate delisting of all the outstanding shares of the Company and to delist them from trading on the regulated market AB NASDAQ OMX Vilnius.
9.2. To determine that all the outstanding shares of the Company will be delisted from trading on the regulated market AB NASDAQ OMX Vilnius only on the condition that and only after the shares of the Company are admitted to trading on the regulated market the Warsaw Stock Exchange.
9.3. Referring to the above, the shareholders, who voted for the decision to delist the shares of the Company from trading on the regulated market AB NASDAQ OMX Vilnius (unless these shareholders agree that one or several shareholders will perform this obligation for other shareholders), will submit the circular of the tender offer, aimed at delisting the shares of the Company from trading on AB NASDAQ OMX Vilnius, to the Bank of Lithuania for approval within 20 (twenty) days after the admission of shares of the Company to trading on the | “YES” | “NO” |
AB „City Service“, Lvovo str. 25, LT-03201 Vilnius. Company code 123905633, VAT payer code LT239056314.
Nordea Bank AB Lithuanian branch, bank code 21400, A/N LT222140030003129829, LT382140030003129832
CITYSERVICE
In service of your property
| | | Warsaw Stock Exchange.
9.4. The price of the tender offer, aimed at delisting the shares of the Company from trading on AB NASDAQ OMX Vilnius, will be set according to paragraph 4 of Article 38 of the Law of the Republic of Lithuania on Securities, in any case ensuring protection of rights and interests of the shareholders of the Company.
9.5. Taking into account the decision taken by the general meeting of shareholders of the Company, which is indicated in item 8.3 above, in case of admission of shares straight of the already formed European company (SE), formation of which is provided for in the decision on issue No. 7 of the agenda of this meeting and to which all the rights and obligations of the Company will pass (after such formation), to trading on the regulated market the Warsaw Stock Exchange, all the decisions regarding delisting of the shares from trading on the regulated market AB NASDAQ OMX Vilnius, taken on this issue of the agenda, would also be applicable to the formed European company (SE) and its shareholders. | “ABSTAIN” | |
| --- | --- | --- | --- | --- |
| 10. | Authorizations | To authorize and obligate the Board of the Company to perform all the necessary actions and to sign all the documents necessary:
10.1. In formation of the European company, as provided for in the decision on issue No. 7 of the agenda of this meeting, including, but not limited to, in drawing up and preparing the draft terms of merger of the Company and City Service EU, AS, the merger report, the Statutes of the European company (SE) that will operate after the merger, etc., at its own discretion.
10.2. In initiating the admission of all the outstanding shares of the Company (formed SE) to trading on the regulated market the Warsaw Stock Exchange, as provided for in the decision on issue No. 8 | “YES” | “NO” |
AB „City Service“, Lvovo str. 25, LT-03201 Vilnius. Company code 123905633, VAT payer code LT239056314.
Nordea Bank AB Lithuanian branch, bank code 21400, A/N LT222140030003129829, LT382140030003129832
CITYSERVICE
In service of your property
| | | of the agenda of this meeting, including, but not limited to, in choosing the time of such admission of the shares to trading on the regulated market, determining its conditions, as well as in drawing up, approval and necessary announcement of the Information Memorandum intended for the admission of the shares to trading on the regulated market the Warsaw Stock Exchange, etc.
10.3. In initiating the delisting of all the outstanding shares of the Company (formed SE) from trading on the regulated market AB NASDAQ OMX Vilnius, as provided for in the decision on issue No. 9 of the agenda of this meeting, but only on the condition that and only after they are admitted to trading on the regulated market the Warsaw Stock Exchange. | “ABSTAIN” | |
| --- | --- | --- | --- | --- |
| 11. | Approval of the new wording of the Articles of Association of the Company. | 11.1. Taking into account the change of the national currency of Lithuania (from litas to the euro) and amendments to legal acts in connection with this, to approve a new wording of the Articles of Association of the Company, which is enclosed as an annex to these minutes of the meeting. To authorize general manager or his authorized person to sign the new wording of the Articles of Association of Akcinė bendrovė City Service. | “YES” | “NO” |
| | | | “ABSTAIN” | |
(date)
(shareholder (or any other person entitled to vote his shares), the name, signature, legal person seal)
AB „City Service“, Lvovo str. 25, LT-03201 Vilnius. Company code 123905633, VAT payer code LT239056314.
Nordea Bank AB Lithuanian branch, bank code 21400, A/N LT222140030003129829, LT382140030003129832