RESOLUTIONS of AB Kauno Tiekimas General Meeting held on 28-04-2009
Item One
1. CONSIDERED. Annual report to the shareholders.
The speaker, General Director of the company Irena Keblerienė, read the annual
report for 2008 to the shareholders.
RESOLVED:
To approve of the annual report 2008.
Item Two
2. CONSIDERED. Company auditor's opinion.
The speaker, General Director of the company Irena Keblerienė, read out the
independent auditor's opinion for AB Kauno Tiekimas shareholders.
RESOLVED:
The speaker, General Director of the company Irena Keblerienė, read out the
independent auditor's opinion on the audit of the financial accounting of the
company for 2008 and the annual report.
Item Three
3. CONSIDERED. Approval of the financial statements of the company for 2008.
The speaker, the Chief Accountant Danutė Skučienė, provided and read the
financial accounting documents for 2008.
RESOLVED:
To approve the financial statements of the company for 2008.
Item Four
4. CONSIDERED. Distribution of profit (loss).
The speaker, General Director of the Company Irena Keblerienė proposed to the
shareholders to approve the draft distribution of the profit (loss) provided by
the Board and to approve of the Board proposal to pay the shareholders no
dividends for 2008:
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| 4.1. | Undistributed profit (loss) of the previous | 5 336 096 |
| | financial year at the end of the reporting financial | |
| | year | |
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| 4.2. | Net profit (loss) of the reporting financial year | - 5 472 646 |
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| 4.3. | The profit (loss) of the reporting financial year | N/A |
| | nonrecognised in the Income Statement | |
| | (loss) | |
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| 4.4. | Transfers from other reserves to cover losses | 136 550 |
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| 4.5. | Transfers from reserves | 525 200 |
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| | Including warehouse renovation | 500 000 |
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| | bonuses, benefits | 25 200 |
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| 4.6. | Shareholder contributions to covering losses | N/A |
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| 4.7. | Total distributable profit (loss): | 525 200 |
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| 4.8. | Profit share distributed to statutory reserves | N/A |
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| 4.9. | Profit share distributed to reserve for the | N/A |
| | acquisition of owns shares | |
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| 4.10 | Profit share distributed to other reserves | N/A |
| . | | |
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| | Including: warehouse renovation | N/A |
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| 4.11 | Profit share for paying out dividends | N/A |
| . | | |
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| 4.12 | Profit share for annual bonuses for the board | N/A |
| . | members, employee bonuses and other purposes | |
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| 4.13 | Undistributed profit (loss) at the end of the | 525 200 |
| . | reporting financial year brought forward to | |
| | the following financial year | |
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RESOLVED:
To approve the profit (loss) distribution proposed by the Board. To pay no
dividends to the shareholders for 2008.
Item Five
5. CONSIDERED. On the approval of pledge of non-current tangible assets.
The speaker: Igor Gončaruk, Board Chairman. In pursuance of Par 6.3 of Principle
VI of the Corporate Governance Code of Listed Companies "The equitable treatment
of shareholders and shareholder rights", which says that transactions that are
important to the company and its shareholders, such as transfer, investment, and
pledge of the company's assets or any other type of encumbrance should be
subject to approval of the general shareholders' meeting it is suggested to
approve of the Board decisions on pledge of non-current tangible assets. The
list of the pledged assets has been handed in to each shareholder attending the
meeting against the shareholder's signature.
RESOLVED:
To approve of the Board decisions on pledge of non-current tangible assets.
Item Six
6. CONSIDERED. Elections of the audit firm and establishment of payment terms
for the auditing services.
The speaker, General Director of the company Irena Keblerienė, informed the
shareholders that the company has received a letter of reference issued by the
Audit Committee of the Company, which suggests that the General Meeting should
be proposed to elect audit firm UAB Auditorių Biuras for a period of one year to
audit financial accounting for 2009.
RESOLVED:
To elect audit firm UAB Auditorių Biuras the auditor of the company for a period
of one year to audit AB Kauno Tiekimas financial accounting and to pay LTL
30,000 (thirty thousand) plus VAT for the auditing services.
Item Seven
7. CONSIDERED. On the election of Company Audit Committee members, approval of
Audit Committee regulations, and remuneration to the independent Audit Committee
member.
Speaker: Irena Keblerienė, General Director of the Company. Under resolution No
1K-18, 21-08-2008, of the Securities Commission of the Republic of Lithuania
companies are obliged to form Audit Committees. Under the resolution of the
Company Board passed on 23-09-2008 an Audit Committee consisting of two members
including one independent member was formed. In pursuance of the Guidelines No
13-K-12, 28-11-2008, for applying the Requirements of the Securities Commission
for Audit Committees, the work related issues and the procedure of remunerating
the independant member of the audit committee is approved by the general meeting
of shareholders.
RESOLVED:
1. For a period of one year, to elect Valentina Nosačiova and Galina Mirončik
members of the Company Audit Committee.
2. To approve the Company Audit Committee regulations ratified under Minutes No
13 of the Board Meeting held on 23-09-2008.
3. In pursuance of Par 11 Part 2 Article 59 of the Law on Companies, to allow
LTL1,000.00 (one thousand) for the independent Audit Committee member
reimbursement for the member's work at the Audit Committee in 2009.
Irena Kebleriene
General Director
8 37 473744
www.kaunotiekimas.lt