AVIAAML (AAL): Statement on corporate governance - raport 1

EBI report no. 1 /2013

Dated 1 July 2013

Statement on corporate governance

AviaAM Leasing AB (the “Company") hereby informs about the Company's partial non-compliance with the Code of Best Practice for WSE Listed Companies (“WSE Corporate Governance Rules").

The Company acknowledges the importance of good corporate governance and intends to seek the compliance with the WSE Corporate Governance Code to the extent possible. Especially, the Company intends to be as transparent as it is legally and practically possible using multilingual Company's website. Moreover, the majority members of the Supervisory Council are independent. However, due to, inter alia, differences between Polish and Lithuanian Corporate Law the Company will not comply with the following rules of the WSE Corporate Governance Code:

- Rule II.3 and Rule III.9, according to which the Supervisory Council should approve a significant transaction/agreement with a related entity at the request of the Management Board. In accordance with Lithuanian law, the Supervisory Council is not entitled to approve any decisions of the Management Board;

- Rule III.8, according to which annex I to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) council should apply to the tasks and the operation of the committees of the Supervisory Council. As at the date of this Prospectus, the Supervisory Council has not formed any committee, however due to the limited number of the Supervisory Council members the entire Supervisory Council will act as the particular committee and it will aim to apply the rules indicated in the Commission Recommendation mentioned above;

- Rule IV 10, according to which the Company should enable its shareholders to participate in a general meeting using electronic communication means through real-life broadcast of General Meetings and real-time bilateral communication where shareholders may take the floor during a general meeting from a location other than the general meeting. The Company does not enable participation in the general meeting by using electronic communication means through real-life broadcast and real-time bilateral communication. However, the Company does not exclude that such means will be adopted in the future.

Furthermore, the Company will not comply with the following recommendations:

- Recommendation I.5, according to which the Company should have a remuneration policy and rules of defining the policy. The Company has not adopted such policy, since the Company's group is developing and the number of employees and members of management do not justify implementation of a complex set of rules;

- Recommendation I.9, according to which a balanced proportion of women and men in management and supervisory functions should be ensured. Currently, there is only one woman in governing bodies of the Company, Mrs Džiuginta Balčiūnė, the member of the Supervisory Council. However, the Company does not exclude that this recommendation will be implemented in the future;

- Recommendation I.12, according to which the Company should enable its shareholders to exercise the voting right during a general meeting either in person or through a proxy, outside the venue of the general meeting, using electronic communication means. Currently, the Company does not envisage possibility to enable its shareholders to exercise the voting right during a general meeting outside the venue of the general meeting, using electronic communication means. However, the Company does not exclude that relevant solutions will be introduced in the future.

The Company's report as to its compliance with the recommendations in the WSE Corporate Governance Code will be included in the annual report of the Company for the first time for the financial year ending 31 December 2013.

Signatures of individuals authorized to represent the Company:

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Procurist

Legal grounds: § 29.3 of the Warsaw Stock Exchange Rules.

Osoby reprezentujące spółkę:
Justinas Gilys - Procurist