Notice on the Annual General Meeting of Shareholders of AviaAM Leasing AB

ESPI Report no. 3/2015 Dated 13 March 2015

The Annual General Meeting of Shareholders of AviaAM Leasing AB, company code 302330793, registered address at Smolensko str. 10, Vilnius, Lithuania (hereinafter referred to as the “Company”) will be held at the headquarters of AviaAM Leasing AB, Smolensko str. 10, Vilnius, Lithuania, at 10.00 a.m. on 3 April 2015 (hereinafter referred to as the “Meeting”). Registration will take place from 9.00 till 9.50 a.m.

The Meeting is convened by initiative of the Management Board and following the decision of the Management Board adopted on 12 March 2015.

Proposed agenda:

  1. Stand-alone Annual Report of the Company for the year ended 31 December 2014.
  2. Approval of the Audited Stand-alone Financial Statements of the Company for the year ended 31 December 2014.
  3. Distribution of profit (loss) of the Company for the year ended 31 December 2014.
  4. Amendments to the Articles of Association of the Company and approval of the new wording of Articles of Association, 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 2014 (Annex No. 1).
  2. To approve the Audited Stand-alone Financial Statements of the Company for the year ended 31 December 2014 (Annex No. 2).
  3. To distribute the profit (loss) of the Company for the year ended 31 December 2014 according to the draft distribution of the profit (loss) (Annex No. 3).
  4. In view of the fact that from the 1st January 2015 the national currency of the Republic of Lithuania is Euro and in accordance with the Article 14 of the Law on the Euro Adoption in the Republic of Lithuania, as well as the Article 6 of Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies, as well as the requirements of the new wording of Law on Companies of the Republic of Lithuania:
  1. to amend articles 4.1. and 4.2. of the Articles of Association of the Company and to restate them as follows:    
    “4.1. The share capital of the Company equals to EUR 12 558 621.97 .  
     4.2. The Company’s share capital is divided into 43 305 593 dematerialised ordinary registered shares with the par value of EUR 0.29 (twenty nine euro cents) per share.”;
  2. to withdraw article 11.2. of the Articles of Association of the Company and to restate the numeration accordingly from 11.3. and 11.4. into 11.2. and 11.3. (The new wording of Articles of Association of the Company is attached (Annex No. 4));
  3. to authorise (with the power to delegate) the General Manager of the Company to sign the new wording of Articles of Association of the Company as well as to sign any and all documents and undertake all necessary actions in order to register the new wording of the Articles of Association of the Company with the Register of Legal Persons.

The total number of the Company’s shares of 1 Litas par value each and the number of shares granting voting rights during the Meeting is the same and amounts to 43 305 593. ISIN code of the Company’s shares is LT0000128555.

The Meeting record day, i.e. the fifth business day before the Meeting, is 27 March 2015. Shareholders who at the end of the Meeting record day, i.e. at the end of 27 March 2015, 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 attached as Annex No. 5. 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 20 April 2015 (rights accounting day), 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 AB AviaAM Leasing, Smolensko str. 10, Vilnius, Lithuania. The agenda will be supplemented if the proposal is received not later than 14 days before 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 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 str. 10, Vilnius, 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.

Note: the Consolidated Annual Report of the Company for the year ended 31 December 2014 and Consolidated Financial Statements of the Group for the year ended 31 December 2014 are to be approved by the next upcoming General Meeting of Shareholders to be convened according to the terms and conditions as set by the Law on Companies of the Republic of Lithuania, but in any case not later than by 30 April 2015.

Annexes: 

  1. AviaAM Leasing AB Stand-alone Annual Report for the year ended 31 December 2014;
  2. AviaAM Leasing AB Stand-alone Financial Statements for the year ended 31 December 2014;
  3. Draft of profit (loss) allocation of AviaAM Leasing AB for the year ended 31 December 2014;
  4. New wording of the Articles of Association of AviaAM Leasing AB;
  5. Sample of the general voting ballot.

Source of information: Warsaw Stock Exchange


Tadas Goberis 
CEO