By the initiative of AB „GUBERNIJA“ (legal entity code 144715765) (hereinafter referred to as the “Company”) shareholder AB „MV GRUOP Production“ (legal entity code 132082782) the annual general meeting (hereinafter referred to as the “Meeting”) of AB „Gubernija“ shareholders will be held on 24 th May 2018 (Thursday) at 10:30 am. Registration starts at 9:00 am. on 24th May 2018.
Meeting place is J. Jasinskio str. 16F (2 flor), Vilnius.
The accounting date for the shareholders is 17th of May 2018 (only the persons who at the close of the accounting date for the shareholders shall be on the shareholders list of the Company or the persons who are a proxy for them or the persons with whom an agreement on the transfer of voting rights is concluded, have the right to participate and vote at the Meeting of the shareholders).
The rights accounting day is 7 June 2018. Property rights shall be held by the persons who will be shareholders at the close of the tenth working day after the general shareholders' meeting having adopted the respective decision.
Draft agenda and draft resolutions for the Meeting of AB “GUBERNIJA” shareholders to be held on May 24th, 2018 proposed by the shareholder AB „MV GRUOP Production“:
1. Annual report on the activities of the Company in 2017.
Project of resolution: Taken for the information consolidated annual report of the Company for the year 2017, prepared by the Company, assessed by the auditors.
2. Auditor's report on the Company’s financial statements and annual report.
Project of resolution: Taken for the information.
3. Approval of the Consolidated and Company’s financial statements for the year 2017.
Project of resolution: Approve the annual Company‘s financial statements for the year 2017
4. Company's profit (loss) allocation for the year 2017.
Project of resolution: Approve the Company's profit allocation for the year 2017:
| The Company's profit allocation for the year 2017 | ||
| Articles | Amount, EUR | |
| The unappropriated profit (loss) of the preceding financial year at the close of the reporting financial year | ( 4 465 351 | ) |
| The net profit (loss) of the reporting financial year) | ( 1 230 133 | ) |
| The profit (loss) of the reporting financial year not recognized in the profit (loss) account | 67 694 | |
| Transfers from the reserves | - | |
| The shareholders’ contributions to cover the losses of the Company | - | |
| The total profit (loss) available for appropriation | ( 5 627 790 | ) |
| The share of profit allocated to the mandatory reserve | - | |
| The share of profit allocated to the reserve for acquiring own shares | - | |
| The share of profit allocated to other reserves | - | |
| The share of profit for the payment of dividends | - | |
| Unappropriated profit (loss) at the close of the reporting financial year and brought forward to the next financial year | ( 5 627 790 | ) |
| The share of profit for the payment of annual bonuses to members of the Board and the Supervisory Board | - | |
5. Election of firm of auditors and establishment of the terms of remuneration for audit services.
Project of resolution:
Elect Grant Thornton Baltic UAB as AB „GUBERNIJA“ firm of auditors for the year 2018.
Set the amount of the fee payable for audit services for the year 2018 - not more than EUR 8 200 without VAT.
6. Election of new board members.
Project of resolution:
Elect members of the board of the Company for new term from the candidates nominated by Company‘s main shareholder (AB “MG Group Production”, which has more than 50% of votes):
- Darius Juozas Mockus.
- Vytis Mockus.
- Artūras Listavičius.
- Rolandas Vingilis.
- Marijus Cilcius.
The Company is not providing the possibility to attend and vote at the Meeting through electronic means of communication.
Draft decisions on Extraordinary Meeting supplemented agenda items and information, which is related to the implementation of the shareholder rights, will be available at the Company’s website www.gubernija.lt under menu element “Investors”
This information and documents to be submitted to the Extraordinary General Shareholders’ Meeting also will be available for the shareholders as from 3 May 2018 on working days from 14:00 am. to 16:00 pm. at Company’s residence (Dvaro str. 179, Šiauliai).
Enclosed:
- General Voting Ballot.
- Shareholders‘ Rights.
- Company's annual report, annual financial statements of the year 2017 and the Auditor's conclusion on the financial statements.
Legal representative of AB “GUBERNIJA”,
Attorney at law Inga Žemkauskienė
Phone: + 370 5 2783 213
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