Item One
1. CONSIDERED. Annual report to the shareholders.
The speaker, General Director of the company Irena Keblerienė, read the annual
report for 2006 to the shareholders.
RESOLVED:
To approve of the annual report 2006.
Votes: “for” ______, “against______, “abstained” ______
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 2006 and the annual report.
Votes: “for” ______, “against______, “abstained” ______
Item Three
3. CONSIDERED. Approval of the financial statements of the company for 2006.
The speaker, the Chief Accountant Danutė Skučienė, provided and read the
financial accounting documents for 2006.
RESOLVED:
To approve the financial statements of the company for 2006.
Votes: “for” ______, “against______, “abstained” ______
Item Four
4. CONSIDERED. Distribution of profit (loss).
The speaker, General Director of the company Irena Keblerienė, suggested the
shareholders to approve the distribution of company's profit (loss) proposed by
the Board and to approve of the Board proposal to pay no dividends to the
shareholders for 2006:
4.1. profit (loss) brought forward
at the beginning of the reporting year LTL5,071,562
4.2. Net profit (loss) of the current year LTL472,066
Including unrealized gain LTL3,751,484
4.3. Profit for the financial year unrecognised in the Profit and Loss
Account N/A
4.4. Transfers from reserves LTL90,922
Including allowances LTL40,054
Undistributable reserve LTL50,868
4.5. Shareholder contributions to cover losses N/A
4.6. Total distributable profit (loss): LTL5,634,550
Including unrealized gain LTL3,751,484
4.7. Profit share distributed to statutory reserves LTL23,603
4.8. Profit share distributed to reserve for the acquisition of owns shares N/A
4.9. Profit share distributed to other reserves, including the planed warehouse
renovation LTL400,000
4.10. Profit share for paying out dividends N/A
4.11. Profit share for annual bonuses for the board members, employee bonuses
and other purposes LTL94,000
4.12. Undistributed profit (loss) at the end of the reporting financial year
brought forward to the following financial year LTL5,116,947
RESOLVED:
To approve the above distribution of profit (loss). To pay no dividends to the
shareholders for 2006.
Votes: “for” ______, “against______, “abstained” ______
Item Five
5. 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 Decision of the Lithuanian Securities
Commission No 2K-60 of 1 February 2007, which approves of audit firm UAB
Auditorių Biuras as an acceptable candidate to audit AB Kauno Tiekimas financial
accounting for 2007-2008 and auditor Roma Račienė as an acceptable candidate to
audit AB Kauno Tiekimas financial accounting for 2007. The Board proposes to
elect audit firm UAB Auditorių Biuras the auditor of the company for a period of
two years and to pay LTL30,000 (thirty thousand) plus VAT per year for the
auditing services.
RESOLVED.
To elect audit firm UAB Auditorių Biuras the auditor of the company for a period
of two years to audit AB Kauno Tiekimas financial accounting for 2007-200
Išrinkti dvejiems metams audito įmonę UAB „Auditorių biuras“ atlikti 2007 -2008
and to pay LTL30,000 (thirty thousand) plus VAT per year for the auditing
services.
Votes: “for” ______, “against______, “abstained” ______
Item Six
6. CONSIDERED. Elections of the company Board members
Speaker Igor Gončaruk, Chairman of the Board. The Board, which was working for a
period of four years, was elected on 9 April 2003 and its term ends in April
2007.
The following candidates are proposed to the shareholders to serve as the
members of a collegiate body, i.e. the Board: Igor Gončaruk, Irena Keblerienė,
and Nijolė Varanavičienė. The following information on each of the candidates is
provided to help the shareholders make up their minds before voting:
1. Igor Gončaruk: Employed by the company since 1992. Open-ended employment
contract; job position: CEO. Holds 65,994 shares or 0.65% of AB Kauno Tiekimas
authorised capital. University education. Does not have any positions in other
companies. Elected a Board Member and the chairman of the Board since 1999. Has
relevant professional experience and qualifications to discharge his duties.
Takes part in various refresher programs related to the work in the collegiate
body and the direct functions.
2. Irena Keblerienė: General Director. Employed by the company since 1993.
Open-ended employment contract. University education. Has no shareholding in the
Company. Does not have any positions in other companies or any shareholdings of
other companies exceeding 5 percent. Elected a Board Member since 1999. Has
relevant work experience, qualifications, and professional qualities to
discharge her duties in both the collegial body and the position of the head of
the company. Regularly takes part in various refresher programs, does a lot of
self study.
3. Nijolė Varanavičienė: Not employed by the company. Has no shareholding in the
Company. Has received no reimbursements from the company. University education.
Elected a Board Member since 1999. Well acquainted with the particulars of the
company activities. Has relevant experience and qualifications. Professionally
discharges her duties of a Board Member.
All the Board members are responsible for strategic management and they
discharge other key functions of corporate governance. The number of the Board
members satisfies the present scope and the main fields of the company
activities.
RESOLVED:
To elect Igor Gončaruk, Irena Keblerienė, and Nijolė Varanavičienė company Board
members for a period of four years.
Votes: “for” ______, “against______, “abstained” ______