The Management Board of Vilniaus baldai AB approved the draft resolutions of the General Shareholders Meeting to be held on 16 September, 2013.
1. Acquaintance with interim consolidated report (30 June, 2013).
Draft resolution:
To get acquainted the shareholders with interim consolidated report (30 June, 2013).
2. Acquaintance with independent auditor’s report on the condensed interim financial information (30 June, 2013).
Draft resolution:
To get acquainted the shareholders with independent auditor’s report on the condensed interim financial information (30 June, 2013).
3. Approval of interim condensed consolidated financial statements of Vilniaus baldai AB.
Draft resolution:
Approve interim condensed consolidated financial statements of Vilniaus baldai AB.
4. Approval of Vilniaus baldai AB financial statements for the period of six months, ended as of 30 June, 2013. Draft resolution:
Approve financial statements for the period of six months ended as of 30 June, 2013.
5. Regarding allocation of dividends for the period shorter than financial year (for the date of 30 June, 2013).
Draft resolution:
Taking into consideration that all these conditions are met:
1) the set of financial statements for the period shorter than financial year (for the date of 30 June, 2013) is approved;
2) the amount of profit (loss) of the period shorter than financial year (for the date of 30 June, 2013) is positive (losses have not been incurred);
3) the amount allocated to pay the dividend does not exceed the sum of profit (loss) of the period shorter than financial year and unappropriated profit (loss) of the preceding financial year at the end of the previous financial year after deducting a part of profit received for the period shorter than financial year which should be allocated to reserves under the Law on Companies of the Republic of Lithuania or Regulations of the Company;
4) the Company has no outstanding liabilities which terms have expired till the adoption of this decision and would be capable to perform its obligations for the current financial year after paying the dividends;
5) till signing of this decision dividends for period shorter than financial year were not allocated;
to allocate 34 976 403 LTL (9 LTL for one share) dividends for the period shorter than financial year (30 June, 2013).
6. Regarding approval of remuneration conditions for the audit of interim financial statements and consolidated financial statements.
Draft resolution:
Approve remuneration of 40 000 LTL (VAT is calculated and paid additionally) to be paid for the audit of Vilniaus baldai AB interim financial statements and consolidated financial statements.
7. Audit committee formation and approval of its activity regulations.
Draft resolution:
Form an audit committee consisting of three members, one member shall be independent. Approve the Regulations of the formation and activity of the audit committee.
8. Election of the audit committee members.
Draft resolution:
Elect Tomas Bubinas as an independent member of the audit committee. Elect Andrius Daukšas and Vaidas Savukynas as members of the audit committee.
9. Determination of remuneration for the audit committee members.
Draft resolution:
Determine remuneration for the audit committee members not higher than 500 LTL per hour.
10. Amendment of Regulations of Vilniaus baldai AB and approval of new wording of Regulations.
Draft resolution:
Amend the Regulations of Vilniaus baldai AB:
1. Remove the company’s registered office address from the Regulations.
2. Provide that when the company’s announcements should be announced publicly they are published in electronic publication for public announcements issued by the manager of the Register of Legal Entities.
3. In accordance with actual version of the Law on Companies of the Republic of Lithuania, dated 13 July, 2000, No. VIII-1835, to specify the information furnishing procedure to shareholders.
Approve new wording of Regulations of Vilniaus baldai AB (attached) and authorize the general manager Aidas Mackevicius to sign them.
11. Changing of registered office of Vilniaus baldai AB.
Draft resolution:
Change registered office of Vilniaus baldai AB and register new address – Savanorių ave. 178B, Vilnius.
Attachments:
Draft of Articles of Association.
Vilniaus baldai AB audited interim condensed consolidated financial statement for the six months of 2013.
Draft of Audit Committee Regulations.
Responsible persons confirmation.
General Voting Bulletin.
Information about candidates.