Notice on the decisions adopted by the Annual General Meeting of Shareholders of AviaAM Leasing AB

ESPI Report no. 6/2015 Dated 03 April 2015

AviaAM Leasing AB, code 302330793, registered address at Smolensko str. 10, Vilnius, Lithuania (hereinafter referred to as the “Company”), the authorized capital of which amounts to LTL 43’305’593 and is divided into 43’305’593 ordinary registered shares (ISIN code of the Company’s shares is LT0000128555) with the par value of LTL 1 (one Litas) per share entitling to 43’305’593 votes at the shareholders meeting on 03 April 2015 convened the Ordinary General Meeting of Shareholders (hereinafter referred to as the “Meeting”).

Shareholders collectively holding 30’004’763 of the Company’s shares (30’004’763 of the votes respectively) which represent 69.29 percent of the total issued share capital of the Company voted by submitting the filled-in general voting ballots (hereinafter referred to as the “Participating Shareholders”). The Company received four general voting ballots in total, none of the ballots was invalid. The quorum at the Meeting was present. No voting rights transfer agreements and power of attorneys were submitted. None of the shareholders has requested a detailed report on the Meeting’s voting results pursuant to Article 22 (4) of the Law on Companies of the Republic of Lithuania.

The Participating Shareholders at the Meeting unanimously adopted the following resolutions:

1 Resolution: Stand-alone Annual Report of the Company for the year ended 31 December 2014.
Resolved: To take note of the Stand-alone Annual Report of the Company for the year ended 31 December 2014 (Annex No. 1).

2 Resolution: Approval of the Audited Stand-alone Financial Statements of the Company for the year ended 31 December 2014.
Resolved: To approve the Audited Stand-alone Financial Statements of the Company for the year ended 31 December 2014 (Annex No. 2).

3 Resolution: Distribution of profit (loss) of the Company for the year ended 31 December 2014.
Resolved: 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 Resolution: 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.
Resolved: 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:

a) to amend articles 4.1., 4.2. and 9.2. of the Articles of Association of the Company and to restate them as follows:

“4.1.     The share capital of the Company equals to 12 558 621.97 euro.
 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.
 9.2.     The Board adopts decisions:

  • to issue bonds;
  • to invest, dispose of or lease the tangible long-term assets the book value whereof exceeds 1/20 of the share capital of the Company (calculated individually for every tape of transaction);
  • to pledge or mortgage the tangible long-term assets the book value whereof exceeds 1/20 of the share capital of the Company (calculated for the total amount of transactions);
  • to offer surety or guarantee for the discharge of obligations of third persons the amount whereof exceeds 1/20 of the share capital of the Company;
  • to acquire the tangible long-term assets the price whereof exceeds 1/20 of the share capital of the Company.“;

b) 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;

c) 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 new wording of the Articles of Association of the Company is presented in Annex No. 4.

Distribution of votes of the shareholders holding over 5 percent of votes at the Meeting is presented in Annex No. 5.

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. Profit (loss) allocation of AviaAM Leasing AB for the year ended 31 December 2014;
  4. The new wording of the Articles of Association of AviaAM Leasing AB;
  5. Distribution of votes of the shareholders holding over 5 percent of votes at the Meeting of AviaAM Leasing AB.

 

Additional information: Justinas Gilys, Executive Director, phone No: +370 (5) 252 5525.

Source of information: Warsaw Stock Exchange


Tadas Goberis
CEO