AVIASG (ASG): Notice on the decisions adopted by the Extraordinary General Meeting of Shareholders of Avia Solutions Group AB - raport 25
UNI - EN REPORT No
25
/
2018
UNI - EN REPORT No25/2018
Avia Solutions Group AB (public limited liability company, legal entity code 302541648, registered address at Smolensko g. 10-100, Vilnius, the Republic of Lithuania (the Company), the authorized capital of which amounts to EUR 2,255,555.33 and is divided into 7,777,777 ordinary registered shares with the par value of EUR 0.29 per share (ISIN code of the Company’s shares is LT0000128381) entitling to 7,777,777 votes at the shareholders meeting, on 2 August 2018 convened the Extraordinary General Meeting of Shareholders (the Meeting).
Shareholders collectively holding 7,139,589 of the Company’s shares (7,139,589 of the votes respectively) which represent 91,79 percent of the total issued share capital of the Company participated and voted in the Meeting (the Participating Shareholders). Participating Shareholders holding 7,138,089 shares (7,138,089 of the votes respectively) participated by providing the filled-in general voting ballots. None of ballot was declared to be invalid.
The quorum at the Meeting was present.
No voting rights transfer agreements were submitted to the Meeting. None of the shareholders were represented on the basis of power of attorney. None of the shareholders has requested a detailed report on the Meeting’s voting results pursuant to Article 22 (4) of the Law on Companies of the Republic of Lithuania.
The Participating Shareholders (or its representatives) had no questions, comments or remarks in relation to the Meeting.
The Participating Shareholders at the Meeting adopted the following resolutions:
Resolution 1: Delisting of shares of the Company from trading on the regulated market Warsaw Stock Exchange and non-continuation of the public offering of the shares of the Company.
Resolved:
1.1. To initiate delisting of all the outstanding shares of the Company and delist them from trading on the regulated market Warsaw Stock Exchange pursuant to Article 91 section 6 in connection with Article 92 section 4 and Article 90a section 1 of the Polish Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies.
1.2. Not to continue the public offering of all the outstanding shares of the Company.
1.3. To determine that the price of the tender offer aimed at delisting the shares of the Company from trading on the regulated market Warsaw Stock Exchange is set in accordance with the Law of the Republic of Poland on Public Offerings and the Law of the Republic of Lithuania on Securities.
Resolution was adopted by 6,459,273 votes, which represent 90,47 percent of the votes participated in the Meeting.
Resolution 2: Authorisations to the General Manager of the Company.
Resolved:
To authorise and oblige the General Manager of the Company with the right to delegate, after the tender offer aimed at delisting the shares of the Company from trading on the regulated market Warsaw Stock Exchange is duly submitted and implemented and any other needed procedures under the applicable Lithuanian and/or Polish law are duly executed, to carry out necessary actions and to submit necessary documents to the Warsaw Stock Exchange, Polish Financial Supervision Authority and to Polish National Depository for Securities for taking decisions on delisting of the shares of the Company from trading on the regulated market Warsaw Stock Exchange, as well as to the Bank of Lithuania for taking a decision on not deeming the Company as the issuer.
Resolution was adopted by 6,459,273 votes, which represent 90,47 percent of the votes participated in the Meeting.
Distribution of votes of the Participating Shareholders holding over 5 percent of votes at the Meeting is presented in Annex No 1.
Giedrius Karsokas
Corporate Affairs Director
giedrius.karsokas@aviasg.com
tel. +37063100959
