AVIASG (ASG): Notice on convocation of the Annual General Meeting of Shareholders of Avia Solutions Group AB - raport 3
UNI - EN REPORT No
3
/
2018
UNI - EN REPORT No3/2018
The Annual General Meeting (the “Meeting”) of Avia Solutions Group AB (public limited liability company, legal entity code 302541648, registered address at Smolensko g. 10, Vilnius, the Republic of Lithuania) (the “Company”) will be held at the headquarters of the Company at Smolensko g. 10, Vilnius, the Republic of Lithuania, at 10.00 a.m. on 30 April 2018. Registration will take place from 9.00 a.m. till 10.00 a.m.
The Meeting is convened by initiative of the Board of the Company.
The record day of the Meeting is 23 April 2018. Persons (or their authorised persons, or persons, with whom an agreement on transfer of voting right is concluded) have the right to participate and vote at the Meeting if they are shareholders of the Company at the close of the record day of the Meeting.
Agenda of the Meeting:
1. Announcement of the Consolidated Annual Report of the Company for the year ended 31 December 2017.
2. Approval of the Audited Annual Financial Statements of the Company and the Audited Consolidated Annual Financial Statements of the Group for the year ended 31 December 2017.
3. Distribution of profit (loss) of the Company for the year ended 31 December 2017.
4. Election of the Company’s auditor and approval of conditions of payment for the audit services for the years 2018 and 2019.
5. Election of the members of the Supervisory Council of the Company.
6.Granting of authorisations to the General Manager of the Company.
Draft resolutions proposed to the Meeting:
1. The Consolidated Annual Report of the Company for the year ended 31 December 2017 had been taken for information. The decision on this topic of the agenda shall not be adopted.
2. To approve the Audited Annual Financial Statements of the Company and the Audited Consolidated Annual Financial Statements of the Group for the year ended 31 December 2017.
3. To distribute the profit (loss) of the Company for the year ended 31 December 2017 according to the draft distribution of the profit (loss).
4. To elect UAB “PricewaterhouseCoopers”, legal entity‘s code 111473315, registered address at
J. Jasinskio g. 16B, Vilnius, the Republic of Lithuania, as the Company’s audit firm for the years 2018 and 2019 and to establish the conditions on payment as follows: EUR 180 000 (one hundred eighty thousand euro) (without VAT) for the audit services for 1 (one) year. The audit services shall comprise the audit of the annual stand-alone and consolidated financial statements of the Company for the years 2018 and 2019, and assessment of the consolidated annual report of the Company for the years 2018 and 2019.
5. To recall members of the Supervisory Council of the Company regarding the expiry of the term of tenure of the Supervisory Council;
- To elect the new members of the Supervisory Council of the Company for the new tenure of the Supervisory Council: Mr Vladas Bagavičius, Mr Tadas Goberis and Ms Karolina Savickaitė.
6. To authorise (with the power to delegate) the General Manager of the Company to sign all and any documents and execute all and any actions in order to register the newly elected members of the Supervisory Council of the Company with the Register of Legal Entities of the Republic of Lithuania.
The total number of the Company’s shares of EUR 0.29 par value each and the number of shares granting voting rights during the General Meeting of Shareholders amounts to 7,777,777. ISIN code of the Company’s shares is LT0000128381.
Shareholders of the Company that will hold the shares through securities accounts maintained by the participants of the National Depositary for Securities in Poland will be given the opportunity to participate in and vote at the Meeting, either by proxy or personally, by requesting the participant of the National Depositary for Securities in Poland (i.e. brokerage firm where the shareholder holds its shares), to register him/her/it for the Meeting. This request should be submitted before or on the record day of the Meeting.
A person attending the Meeting and having a voting right must bring with him/her a person’s identification document. A person who is not a shareholder must additionally produce a document confirming his/her right to vote at the Meeting.
Each shareholder shall have a right, in the manner established by the law, to authorise another (natural or legal) person on his/her behalf to attend and vote at the Meeting. At the Meeting, an authorised person shall have the same rights as would be held by the shareholder or shareholders represented by him/her, unless the authorised person's rights are limited by the power of attorney or by the law. The authorised person must provide a power of attorney certified in the manner established by the law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by the law. The Company does not establish or require itself special form of the power of attorney.
A shareholder or a person authorised by him/her shall have the right to vote in writing in advance by filling in the General Voting Ballot. The sample of General Voting Ballot is provided as an attachment to this notification and on the Company’s website at www.aviasg.com under the heading “Investor Relations”. The General Voting Ballot, duly filled in and signed by the shareholder or a person, having a voting right, and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the Meeting by sending them by registered mail to AB “Avia Solutions Group”, Smolensko g. 10, LT-03201 Vilnius, the Republic of Lithuania. The Company does not provide a possibility to attend and vote at the Meeting through electronic means of communication.
The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the Meeting shall be presented. Proposal to supplement the agenda must be presented in writing by sending it by registered mail to AB “Avia Solutions Group”, Smolensko g. 10, LT-03201 Vilnius, the Republic of Lithuania. The agenda will be supplemented if the proposal is received not later than 14 days before the Meeting.
The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the Meeting, as well as additional candidates of the audit company. The proposed draft decisions at any time before the Meeting must be presented in writing by sending them by registered mail to AB “Avia Solutions Group”, Smolensko g. 10, LT-03201 Vilnius, the Republic of Lithuania. The shareholders shall also be entitled to propose draft resolutions on the agenda issues of the Meeting in writing during the Meeting.
The shareholders shall have the right to present questions related to the agenda issues of the Meeting to the Company in advance in writing, by providing the shareholder's (natural or legal persons) personal identification number, the natural persons consent to process personal data - personal identification number, in the letter and by sending it by registered mail. The Company undertakes to respond if the questions are received not later than 3 (three) business days before the Meeting. Responses of a general character shall be posted on the Company’s website www.aviasg.com under the heading “Investor Relations”. The Company will not respond personally to the shareholder if the respective information is posted on the Company's website.
The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, and other documents to be submitted to the Meeting as well as to get information regarding execution of the shareholders’ rights at the headquarters of AB “Avia Solutions Group”, Smolensko g. 10, Vilnius, the Republic of Lithuania, or on the Company’s website at www.aviasg.com under the heading “Investor Relations”.
Additional information is provided on the web site www.aviasg.com
Annexes:
1. General voting ballot.
Note:
Independent Auditor‘s Report, Separate and Consolidated Financial Statements, Consolidated Annual Report and draft distribution of the profit (loss) of AB “Avia Solutions Group” for the year ended 31 December 2017 shall be disclosed by separate announcement after the audit of the Company will be completed, but not later than 11 April, 2018.
Avia Solutions Group AB
Chief Financial Officer
Aurimas Sanikovas
