Draft resolutions, prepared by Company's Management Board, to be passed under the agenda of the ordinary General Shareholder Meeting of AB Stumbras, convened on the 23rd of April 2010. 1. On the Company's Annual Performance Report 2009. Draft resolution: Annual Performance Report 2009 and annex thereto “On the Compliance with the Corporate Governance Code for the Companies Listed on Vilnius Stock Exchange” was debriefed. 2. Approval of Annual Financial Statements. Draft resolution: approve the Company's Annual Financial Statements 2009 and the Auditor's Conclusion on the Financial Statements. 3. Profit (Loss) Allocation. Draft resolution: approve the Company's Profit (Loss) Allocation of the year 2009: 1) Retained earnings (loss) of the previous financial year at the end of the financial year - LTL 4.427.942,45 (EUR 1.282.420,78); 2) Net profit (loss) of the reporting year - LTL 23.165.849,08 (EUR 6.709.293,64); 3) Unrecognized profit (loss) in the profit (loss) account for the reporting year - none; 4) Transfers from reserves - none; 5) Shareholder contributions to cover losses (in case if shareholders have decided to cover all of any part of losses) - none; 6) Distributable profit (loss) - LTL 27.593.791,53 (EUR 7.991.714,42); 7) Share of profit allocated to the legal reserve - none; 8) Share of profit allocated to the reserve for acquisition of own shares - none; 9) Share of profit allocated to other reserves - none; 10) Share of profit allocated to pay out dividends - LTL 20.000.000,00 (EUR 5.792.400,37) or LTL 0,5 (EUR 0,14) per one ordinary share with par value of LTL 1.00; 11) Share of profit allocated to annual fees (bonuses) payable to members of the board of directors and members of the supervisory council, employee bonuses and other purposes - none; 12) Retained earnings (loss) at the end of the reporting financial year that is forwarded to the following financial year - LTL 7.593.791,53 (EUR 2.199.314,05). 4. On appointment of an audit company and terms of remuneration for audit services. Draft resolution: appoint the audit company UAB PricewaterhouseCoopers to carry out audit of the Company's Financial Statements of the year 2010. Set the amount of the fee payable for audit services - LTL 72.000 (VAT excluded) Authorise the Company's Director General to sign an agreement with UAB PricewaterhouseCoopers. 5. On approval of the Regulations of the Audit Committee of the Company. Draft resolution: Approve the Regulations of the Audit Committee of the Company. 6. On amendment of the Company's Articles of Association. Draft resolution: Approve the new wording of the Company's Articles of Association. Authorise the Company's Director General Mr. Česlovas Matulevičius to sign the new wording of the Company's Articles of Association and carry out any and all actions related to registration of the new wording of the Company's Articles of Association with the right to re-authorise another person to carry out the aforementioned actions. Enclosed: - Company's annual report, annual financial statements of the year 2009 and the Auditor's conclusion on the financial statements; - confirmation of persons responsible for the financial statements; - regulations of the Audit Committee; - draft of Articles of Association. Dalius Balceris Member of the Supervisory Board + 370 5 2786 065
Annual report, audited financial statements and draft resolutions of the ordinary General Meeting of Shareholders to be held on 23 04 2010
| Source: Stumbras AB