Resolutions adopted by the General Shareholders Meeting, held on 25-04-2012
Resolutions adopted by the General Shareholders Meeting, held on 25-04-2012:
1. The supervisory council reviews and proposals concerning the financial accountability of SC "Klaipėdos baldai" for 2011, profit distribution Project and company report for 2011 by the board meeting.
Resolution: approve the supervisory council auditor .
2. The auditor report concerning the financial accountability of SC „Klaipėdos baldai“ for 2011.
Resolution: approve the report auditor.
3. Financial accountability consolidation for 2011.
Resolution: approve the financial accountability for 2011.
4. Profit distribution project for 2011.
Resolution: approve the profit distribution project as it follows:
|
Article |
Amount thousand/Lt |
Amount thousand/EUR |
|
Profit (loss) brought forward from the previous financial year at the end of the current financial year |
43 422 |
12 576 |
|
Net profit (loss) for the current financial year |
5 545 |
1 606 |
|
Profit (loss) of financial year not recognized in the statement of comprehensive income |
17 |
5 |
|
Transfer from reserves |
1 084 |
314 |
|
Transfer to reserve for acquisition of own shares |
1 000 |
290 |
|
Shareholders' contribution against losses |
- |
- |
|
Distributable profit |
49 068 |
14 211 |
|
Distribution of the profit: |
|
|
|
- to legal reserves |
- |
- |
|
- to reserve acquisition for own shares |
500 |
145 |
|
- to other reserves |
- |
- |
|
- dividends |
- |
- |
|
- other |
- |
- |
|
Undistributed result - profit (loss) at the end of the financial year |
48 568 |
14 066 |
5.Suggest to elect to Supervisory council, representatives of SBA concern: Dalia Maleckiene, Egidijus Valentinavicius, Virgilijus Rancys.
Resolution: confirm Dalia Maleckiene, Egidijus Valentinavicius, Virgilijus Rancys by members of Supervisory council .
6. To annul 417 063 ordinary shares held by the Company by the ownership right, of 1 litas par value each, ISIN code LT0000102972.
Resolution: confirm annulmant of ordinary shares held by the Company by the ownership right.
7. To reduce the Company's authorised capital from 8 166 312 Lt to 7 749 249 Lt. The purpose of reduction of the Company's authorised capital - cancellation of the Company's treasury shares. The Company's authorised capital shall be reduced by way of annulment of the Company's treasury shares indicated in decision No. 6.
Resolution: confirm reduction of the Company‘s authorised capital.
8. To amend the By-laws of the Company.
Resolution: approve the new wording of the By-laws.
The Manager of the Company shall be authorised to sign the new wording of the By-laws and to apply to the notary public and the Register of Legal Entities as well as to sign all the related documents required for registration of the new wording of the By-laws.
9. Resolution re share buy back.
a) To buy up to 10 percent of company shares.
b) The purpose of acquisition of own shares is to maintain and enhance the company's share price.
c) The period during which the company may buy own shares is 12 months from the decision taking date.
d) To set up the maximum price per share for own shares to be purchased - 1.50 EUR (5,18 LTL), respectively, a minimum price of one share - equal to the nominal value per share, that is, 0.290 EUR (1,00 LTL).
e) To authorize the Board to organize the share buy back, establish share buying and selling procedures, time, number of shares and price, perform other related activities in accordance with the conditions set out in this resolution and requirements set by Republic of Lithuania Law on Companies.
Resolution: approve the share buy back resolution.
Managing Director
Ramunas Marozas
For supplementary information contact
Strategic Marketing Director of Concern “SBA”
Nerijus Kalinauskas
tel. +370 618 99040
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