The following resolutions were adopted at the Extraordinary General Meeting of Limarko laivininkystes kompanija AB on 26th October 2012:
1. Regarding the ratio of equity and authorised capital – as it was decided not to cover the losses by shareholders’ contributions, the following resolution was adopted:
1.1. To reduce the authorised capital of the Company from LTL 45 000 000 (forty five million Litas) to LTL 20 000 000 (twenty million Litas).
1.2. The purpose of the reduction of the share capital of the Company – to cancel the losses recorded in the balance sheet of the Company.
1.3. The way of reduction of share capital of the Company – cancellation of the Companies’ shares.
1.4. To reduce the number of shares owned by the shareholders of the Company in the following order:
1.4.1. the shares are cancelled to all the shareholders of the Company in proportion to the nominal value of shares owned by them;
1.4.2. The number of shares attributable to the shareholders, who at the end of the day of registration of amended Company’s articles of association hold more than 1 (one) share, shall be calculated by multiplying the number of shares, held by the shareholder at the end of the day of registration of amended Company’s articles of association, by the coefficient 0,44444444 (reduced share capital divided by the current share capital, eight digits after the decimal point) and rounding off in the following order:
1.4.2.1. if the fractional part of the number of shares is equal to 0.5 or more – the number of shares shall be rounded up to the whole number;
1.4.2.2. if the fractional part of the number of shares is less than 0.5 – the number of shares shall be rounded down to the whole number (in such case the existing difference between the whole number and its fractional part shall not be compensated).
1.4.3. The Shareholders that under the rules on share exchange stipulated in this decision after rounding-off are attributed the number of shares (hereinafter – the Calculated number of shares) lesser than 1 (one), shall maintain 1 (one) share of the Company.
1.4.4. If the Calculated number of shares to all the shareholders exceeds 20 000 000 (twenty million), i.e. the number of shares in the Company after reduction of the Company’s share capital (hereinafter – the Maximum number of shares), the number of shares to the shareholder, who holds the biggest Calculated number of shares, shall be reduced by the number equal to the difference between the Calculated number of shares to all the shareholders and the Maximum number of shares in order the Companies’ share capital be constituted from the Maximum number of shares.
1.4.5. If the Calculated number of shares to all the shareholders is less than the Maximum number of shares, the number of shares to the shareholder, who holds the biggest Calculated number of shares, shall be increased by the number equal to the difference between the Calculated number of shares to all the shareholders and the Maximum number of shares in order the Companies’ share capital be constituted from the Maximum number of shares.
1.5. Prior to presentation of documents to the registrar of the Register of Legal Entities for registration of documents regarding reduction of the share capital, an application shall be submitted for suspension of the trading in shares of the Company in AB NASDAQ OMX Vilnius stock exchange. It is intended to suspend the trading in shares of the Company until the day on which the registrar of the Register of Legal Entities registers the articles of association of the Company with indicated reduced share capital and the Central Securities Depository of Lithuania makes adjustments of general securities account, unless it would be necessary to suspend the above trading for a longer period.
1.6. To establish that after the reduction of the share capital of the Company, the share capital of the Company shall be divided into 20 000 000 (twenty million) ordinary registered shares with a par value of LTL 1 (one Litas) each.
1.7. To approve the new wording of the Articles of Association of the Company with regard to decrease of the share capital of the Company and to authorize Chairman of the Board, Mr. Vytautas Lygnugaris to sign the new articles of association, and the Executive Director, Mr. Mindaugas Petrauskas - to register them at the Register of Legal Entities.
2. Election of the firm of auditors and establishment of terms of remuneration for audit services:
To elect KPMG Baltics UAB as an auditor of the Company for the years 2012 and 2013 and to authorize the Head of Administration to conclude a contract for audit services, establishing the price for audit services of not more than LTL 40 000 (VAT exclusive) per year.
Information is not confidential. Full resolutions are available for the shareholders at company’s premises at Naujoji Uosto str. 8, Klaipėda. Additional information about the material event can be obtained from the authorised person – Executive Director Mr. Mindaugas Petrauskas, tel. +370 46 340001.
Executive Director
Mindaugas Petrauskas
