| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 13 | / | 2016 | | | | | | Date of issue: | 2016-04-29 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | AB INTER RAO LIETUVA | | | | Subject | | | | | | | | | | | | | Notice on the decisions adopted by the Annual General Meeting of Shareholders | | | | Official market - legal basis | | | | | | | | | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
| | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | The Annual General Meeting of Shareholders of AB INTER RAO Lietuva, code 1261 19913, registered address at A. Tumeno str. 4, Vilnius, the Republic of Lithuania _hereinafter referred to as the Company_, was held at Mindaugo str. 27, LT-03210, Vilnius, the Republic of Lithuania, at 10.00 am on 29 April 2016 _hereinafter referred to as the Meeting_.
On the day of the Meeting the authorised capital of the Company was divided into 20,000,000 ordinary registered shares with par value of EUR 0,29 each, and in total granting 20,000,000 votes at the General Meeting of Shareholders of the Company.
Shareholders collectively holding 16,000,000 of the Company’s shares which represent 80% of the total authorised capital and the total voting rights of the Company participated in the Meeting. The Meeting had a quorum. No filled-in general voting ballots were submitted. No voting rights transfer agreements were submitted.
The Meeting has unanimously adopted following decisions:
1 Resolution: Regarding the Consolidated Annual Report of the Company for the year 2015.
Resolved: To take note of the Consolidated Annual Report of the Company for the year 2015, which has been approved by the Board and has been analysed by the Supervisory Council of the Company.
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
2 Resolution: Approval of the Audited Annual Financial Statements of the Company for the year 2015 and the Audited Consolidated Annual Financial Statements of the Group for the year 2015.
Resolved: To approve the Audited Annual Financial Statements of the Company for the year 2015 and the Audited Consolidated Annual Financial Statements of the Group for the year 2015.
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
3 Resolution: Distribution of profit _loss_ of the Company for the year 2015.
Resolved: To distribute the profit _loss_ of the Company for the year 2015 according to the draft distribution of profit _loss_.
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
4 Resolution: Selection of the audit firm and approval of conditions of payment for audit services.
Resolved: To select UAB Ernst & Young Baltic, legal entity’s code 110878442, address Subačiaus str. 7, Vilnius, as the audit firm to perform the audit of the financial statements of the Company for the year 2016 and to establish conditions on payment as follows: not exceeding EUR 25,000 _without VAT_ for the audit services;
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
5 Resolution: Revocation of the members of Supervisory Council before term and election of members of Supervisory Council;
Resolved: To revoke before term all members of Supervisory Council of the Company and to elect the following persons as the members of the Supervisory Council for an office term of four years:
Vasily Kulikov
Alexander Pakhomov
Evgeniya Popova
Jonas Garbaravicius
Rytis Davidovicius
Participated in voting: 96,000,000 votes /16,000,000 shares. In favour of votes: in favour of Mr. Vasily Kulikov 20,400,000 votes; in favour of Mr. Alexander Pakhomov 20,400,000 votes; in favour of Ms. Evgeniya Popova 20,400,000 votes; in favour of Mr. Jonas Garbaravicius 17,400,000 votes; in favour of Mr. Rytis Davidovicius 17,400,000 votes. Against: 0 votes / shares. Anton Badenkov – 0 votes in favour.
According to the 3 Resolution on distribution of profit _loss_ of the Company for the year 2015, the Meeting decided on payment of dividends on the following terms:
- total amount of dividends to be paid – EUR 16,100,000;
- dividend per one share – EUR 0,805;
- record date – end of the business day on 13 May 2016;
- dividend payment date – 24 May 2016.
Mr. Vasily Kulikov
Education:
Bachelor degree in Management at Non –State Educational Institution Modern University for the Humanities
Current work position:
Head of Risk management and internal control department PJSC Inter RAO
Mr. Alexander Pakhomov
Education:
Military University of the Ministry of Defence of the Russian Federation, qualification – translator and The Russian President Academy of National Economy and Public Administration, qualification – lawyer
Current work position:
Member of the Management Board and Head of Legal Affairs Unit at PJSC Inter RAO
Ms. Evgeniya Popova
Education:
Moscow State Institute of International Relations qualification – Finance and Credit, and MBA at Kingston University and Academy of National Economy under the Government of the Russian Federation
Current work position:
Head of Operational Analysis and Trading Activity Forecasting Department at PJSC Inter RAO
Mr. Jonas Garbaravičius
Education:
Bachelor degree in Business administration at Vytautas Magnus University
Current work position:
Advisor of General Director at AB INTER RAO Lietuva
Mr. Rytis Davidovičius
Education:
Bachelor degree, History and Political science at Vytautas Magnus University
Licence of consultant, Bank of Lithuania
Current Work position:
Advisor of the Chairman of the Board at Orion Asset Management UAB
CEO at JG Investment Management UAB
Annexes:
1. AB INTER RAO Lietuva Consolidated and Parent Company’s Financial Statements, Consolidated Annual Report and the Independent Auditor’s Report for the year ended 31 December 2015;
2. Distribution of profit _loss_ of the Company for the year 2015;
3. Distribution of votes of the shareholders holding over 5% of votes at the Annual General Meeting of Shareholders of the Company;
Legal grounds: Article 56 section 1 point 1 in connection with article 56 section 6 of the Polish Act of 29 July 2005 on Public Offering and Conditions governing the Admission of Financial Instruments to Trading on Organized Markets, and on Listed Companies. | | | | Annexes | | | | | | | | | | | | | File | Description | | | | | AB INTER RAO Lietuva Consolidated and Parent Company’s Financial Statements, Consolidated Annual Report and the Independent Auditor’s Report for the year ended 31 December 2015 | | | | | Distribution of profit _loss_ of the Company for the year 2015 | | | | | Distribution of votes of the shareholders holding over 5% of votes at the Annual General Meeting of Shareholders of the Company | | |
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