Notice on Annual General Meeting of Shareholders of AviaAM Leasing AB

ESPI Report no. 3/2017 dated 6 April 2017

The Annual General Meeting of AviaAM Leasing AB (legal entity code 302330793, registered address at Smolensko st. 10, Vilnius, the Republic of Lithuania) (the Company) Shareholders (the Meeting) will be held at the headquarters of the Company at Smolensko st. 10, Vilnius, the Republic of Lithuania, at 10.00 a.m. on 28 April 2017. Registration will take place from 9.00 a.m. till 9.50 a.m.

The Meeting is convened by initiative of the Management Board of the Company.

The Meeting record day is 21 April 2017.

The Shareholders proprietary rights record day is 12 May 2017.


Proposed agenda:

  1. Stand-alone Annual Report of the Company for the year ended 31 December 2016;
  2. Consolidated Annual Report of the Company for the year ended 31 December 2016;
  3. Approval of the Audited Stand-alone Financial Statements of the Company for the year ended 31 December 2016;
  4. Approval of the Audited Consolidated Annual Financial Statements of the Company for the year ended 31 December 2016;
  5. Distribution of profit (loss) of the Company for the year ended 31 December 2016;
  6. Election of the members of the Supervisory Council of the Company;
  7. Authorization of the General Manager of the Company.

 

Proposed draft decisions:

  1. To take note of the Stand-alone Annual Report of the Company for the year ended 31 December 2016 (Annex No 1).
  2. To take note of the Consolidated Annual Report of the Company for the year ended 31 December 2016 (Annex No 2);
  3. To approve the Audited Stand-alone Financial Statements of the Company for the year ended 31 December 2016 (Annex No 3);
  4. To approve the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2016 (Annex No 4);
  5. To distribute the profit (loss) of the Company for the year ended 31 December 2016 according to the draft distribution of the profit (loss) (Annex No 5);
  6. To re-elect the following persons (the current members of the Supervisory Council of the Company) as the members of the Supervisory Council of the Company for the upcoming tenure of 4 (four) years (but in any case not longer than until the Annual Meeting of Shareholders of the Company to be held in April 2021): Mr Antanas Petrošius, Mr Tomas Mokrikas, Mr Jacek Tucharz.
  7. To authorise (with the power to delegate) the General Manager of the Company to sign all and any documents and execute all and any actions in order to register the re-elected members of the Supervisory Council of the Company with the Register of Legal Persons of the Republic of Lithuania.

 

The total number of the Company’s shares with EUR 0.29 par value each and the number of shares granting voting rights during the General Meeting of Shareholders amounts to 43,305,593. ISIN code of the Company’s shares is LT0000128555.

Shareholders who at the end of the Meeting record day (i.e. 21 April 2017) will be shareholders of the Company have a right to participate and vote at the Meeting personally or by proxy, or to be represented by the person with whom an agreement on the transfer of voting rights is concluded.

Shareholders of the Company that will hold the shares through securities accounts maintained by the participants of the National Depositary for Securities in Poland will be given the opportunity to participate in and vote at the Meeting, either by proxy or personally, by requesting the participant of the National Depositary for Securities (i.e. brokerage firm where the shareholder holds its shares), to register him/her for the Meeting. This request should be submitted before or on the Meeting record date.

A person attending the Meeting and having a voting right must bring with him/her a person’s identification document. A person who is not a shareholder must additionally produce a document confirming his/her right to vote at the Meeting.

Each shareholder shall have a right, in the manner established by the Law, to authorise another (natural or legal) person on his/her behalf to attend and vote at the Meeting. At the Meeting, an authorised person shall have the same rights as would be held by the shareholder or shareholders represented by him/her, unless the authorized person's rights are limited by the power of attorney or by the Law. The authorised person must provide a power of attorney certified in the manner established by the Law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by the Law. The Company does not establish special form of power of attorney.

A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the General Voting Ballot. The sample of General Voting Ballot is provided on the Company’s website at www.aviaam.com under the heading Investor Relations. The General Voting Ballot, duly filled in and signed by the shareholder or a person, having a voting right, and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the Meeting by sending them by registered mail to AviaAM Leasing AB, Smolensko st. 10, LT-03201 Vilnius, the Republic of Lithuania. The Company is not providing the possibility to attend and vote at the Meeting through electronic means of communication.

Persons, who at the end of the tenth business day following the Meeting that will adopt a respective decision (i.e. on 12 May 2017) will be shareholders of the Company, shall have proprietary rights (to get dividends, if any shall be distributed).

Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the Meeting shall be presented. Proposal to supplement the agenda must be presented in writing by sending it by registered mail to AviaAM Leasing AB, Smolensko st. 10, LT-03201 Vilnius, the Republic of Lithuania. The agenda will be supplemented if the proposal is received not later than 14 days before the Meeting.

Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the Meeting, to nominate the audit company. The proposed draft decisions at any time before the Meeting must be presented in writing by sending them by registered mail to AviaAM Leasing AB, Smolensko st. 10, LT-03201 Vilnius, the Republic of Lithuania. The shareholders shall also be entitled to propose draft resolutions on the agenda issues of the Meeting in writing during the Meeting.

The shareholders shall have the right to present questions related to the agenda issues of the Meeting to the Company in advance in writing, by providing the shareholder's (natural or legal persons) personal identification number, the natural persons consent to process personal data - personal identification number, in the letter and by sending it by registered mail. The Company undertakes to respond if the questions are received not later than 3 (three) business days before the Meeting. Responses of a general character shall be posted on the Company’s website www.aviaam.com under the heading Investor Relations. The Company will not respond personally to the shareholder if the respective information is posted on the Company's website.

The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, and other documents to be submitted to the Meeting as well as to get information regarding execution of the shareholders’ rights at the headquarters of AviaAM Leasing AB, Smolensko st. 10, Vilnius, the Republic of Lithuania, or on the Company’s website at www.aviaam.com under the heading Investor Relations.

Additional information is provided on the web site www.aviaam.com


Annexes:

  1. AviaAM Leasing AB Stand-alone Annual Report for the year ended 31 December 2016;
  2. AviaAM Leasing AB Consolidated Annual Report for the year ended 31 December 2016;
  3. AviaAM Leasing AB Audited Stand-alone Financial Statements for the year ended 31 December 2016;
  4. AviaAM Leasing AB Audited Consolidated Financial Statements for the year ended 31 December 2016;
  5. Draft of profit (loss) allocation of AviaAM Leasing AB for the year ended 31 December 2016;
  6. Sample of the general voting ballot.

 

Source of information: Warsaw Stock Exchange

AviaAM Leasing AB
General Manager
Tadas Goberis