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CTS: Draft decisions for the Ordinary General Shareholders Meeting of City Service AB

Spekuliantai.lt | 2009-04-21 | NASDAQ OMX biržų naujienos | perskaitė: 1380
Raktiniai žodžiai: City Service AB, CTS
CTS: Draft decisions for the Ordinary General Shareholders Meeting of City Service AB

City Service AB Notification on material event 21.04.2009

Draft decisions for the Ordinary General Shareholders Meeting of City Service AB

Draft decisions for the Ordinary General Shareholders Meeting of City Service
AB (hereinafter referred to as “the Company”) to be held on 30 April 2009 are
as follows:

-------------------------------

1. Presentation of the annual report of the Company for the year 2008.
Taken for the information. The decision on this issue is not adopted.

2. Presentation of the auditor's report of the Company.
Taken for the information. The decision on this issue is not adopted.

3. Approval of the Company's financial statements of the year 2008.
Approve the Company's financial statements of the year 2008.

4. Distribution of profit (loss) of the year 2008.

The Company's Board proposes to the Ordinary Shareholders Meeting approve the
following draft of retained earnings distribution for the year 2008:

Amounts (LTL thousand)

Retained earnings - profit (loss) transferred from prior reporting period:6,927
Net result for the reporting year - profit:8,620
Distributable result - profit at the end of the reporting period:15.547
Profit distribution:
Transfers to legal reserve336)
Transfers to Company's shares acquire reserve6,000)
For dividends2,102)
For annual payments (bonuses) for the Board members400)
Retained earnings - profit at the end of the reporting period:6,709

Shareholders decision is as follows:
Approve Company's profit distribution for the year 2008 as provided above in
the table.
Pay dividends in the amount of LTL 2,102,000 (EUR 608,780), one share of
nominal value of 1 LTL should receive LTL 0.11 (EUR 0.03) dividend. Pay
dividends to the shareholders within the term settled in Law of Companies of
Republic of Lithuania.
Pay for each Board member LTL 100,000 bonuses for the year 2008.

5. Acquisition of the Company‘s shares
5.1. Buy City Service AB shares (ISIN code LT0000127375) back through the
submarket of official proposal of NASDAQ OMX AB Vilnius, in accordance to the
rules, governing this market, do not approving the circular at Securities
Commission.
5.2. The purpose of shares acquisition - to stabilize the Company's share price
and increase shares liquidity.
5.3. The maximum number of shares to be purchased - the nominal value of own
shares to be purchased may not exceed 1/10 of authorized share capital (on the
day of this decision the Company do not own its shares).
5.4. The period during which the joint stock company may acquire its own shares
- 18 months from the day of this decision.
5.5. The minimum price of the shares to be acquired - not more than 30% lower
than last 3 (three) months weighted arithmetic average of Company's share price
at NASDAQ OMX Stock Exchange Vilnius Central Market. The maximum price for the
shares to be acquired - not more than 30% higher than last 3 (three) months
weighted arithmetic average of Company's share price at NASDAQ OMX Stock
Exchange Vilnius Central Market.
5.6. The order of own shares selling and the minimum selling price. The minimum
shares selling price is not less than 2/3 of the share purchasing price. In
order to ensure equal opportunities for all shareholders to acquire shares that
were bought back, shares will be sold at Stock Exchange Central Market or at
auction, informing all shareholders about auction time and about the order by
registered letter or in public press.
5.7. According to the decision of this General Shareholders Meeting and to
clause 54 of Companies Law of Republic of Lithuania, the Board of the Company
is authorized and committed to take all other decisions, related to time of
shares buying of, final price fixing, as well as decisions on time of selling
own shares that were acquired, price and proceed fixing, also to adopt any
other decisions and issues, which are not covered by this General Shareholders
Meeting decision.

6. Formation of the Company‘s Audit Committee and approval of Regulations of
Activity of the Company‘s Audit Committee.
To establish Company's Audit Committee. The Audit Committee shall consist of 3
(three) members, one of who shall be independent, the term of office of the
Audit Committee member shall be 4 (four) years. To approve Regulations of
Activity of the Company‘s Audit Committee (attached as annex to General
Shareholders Meeting minute).

7. Election of the members of the Company's Audit Committee.
To elect the following members of the Audit Committee:
Mr. Saulius Leonavičius - as independent member.
Mrs. Daiva Tamošiūnienė.
Mr. Jonas Mačiuitis.
To authorize General Manager of the Company to prepare and sign necessary
documents with the elected members of the Audit Committee.

-------------------------------

In accordance with clause 21 of Law of Companies of Republic of Lithuania the
record day of the General Meeting of Shareholders is 23 April 2009.

ENCLOSED:
Regulations of Activity of City Service AB Audit Committee (draft).

Vilius Mackonis
public relations manager
+ 370 5 239 4900



1. regulations of the activity of city service ab audit committee_draft.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=221831)

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