RESOLUTION PROJECTS FOR GENERAL STOCKHOLDER'S MEETING HELD ON 2014 APRIL 29th
The board meeting of SC "Klaipėdos baldai" has prepared resolution projects for stockholders meeting and vote:
1. The supervisory council reviews and proposals concerning the financial accountability of SC "Klaipėdos baldai" for 2013, profit distribution Project and company report for 2013 by the board meeting.
Resolution: approve the supervisory council auditor .
2. The auditor report concerning the financial accountability of SC „Klaipėdos baldai“ for 2013.
Resolution: approve the report auditor.
3. Financial accountability consolidation for 2013.
Resolution: approve the financial accountability for 2013.
4. Profit distribution for 2013.
Resolution: approve the profit distribution as it follows:
Distribution of profit of the year 2013 (draft)
|
Articles |
Amount in thousands LTL |
Amount in thousands EUR |
|
Profit (loss) brought forward from the previous financial year at the end of the current financial year |
53 484 |
15 490 |
|
Net profit (loss) for the current financial year |
4 611 |
1 335 |
|
Profit (loss) of financial year not recognized in the statement of comprehensive income |
66 |
19 |
|
Transferred depreciation of revaliuation reserve |
983 |
285 |
|
Transfer to reserve for acquisition of own shares |
(1 000) |
(290) |
|
Distributable profit |
58 144 |
16 839 |
|
Distribution of the profit: |
|
|
|
- to legal reserves |
- |
- |
|
- to reserve acquisition for own shares |
(10 000) |
(2 896) |
|
- to other reserves |
- |
- |
|
- dividends |
- |
- |
|
- other |
- |
- |
|
Undistributed result - profit (loss) at the end of the financial year |
48 144 |
13 943 |
5. The approving of the auditor for 2014, the establishment of the rate for the report.
Resolution draft is approval for vote:
To extend the audit services contract with company – “Ernst & Young Baltic” for Year 2014. Set an annual fee for the audit services 36 000 Lt plus VAT.
Resolution: approve the extendation the audit services contract with company – “Ernst & Young Baltic” for Year 2014.
6. To annul 177 424 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 7 749 249 Lt to 7 571 825 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 - allow SC Klaipeda baldai shareholders to sell their shares by signing a share purchase agreement in SEB Bank's customer service departments, whereafter the company has adopted a decision to remove the company's shares from the Stock Exchange of AB NASDAQ OMX Vilnius Secondary List and no longer offer shares publicly.
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 - 2.83 EUR (9,77 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.
SC „Klaipedos baldai“
Director
Vidas Mišeikis
For supplementary information contact:
Public Relations Manager of Concern “SBA”
Goda Januškevičiūtė
Tel. +370 612 07 187
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