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SNG: Resolutions of the E General Meeting of Shareholders

Spekuliantai.lt | 2011-04-29 | NASDAQ OMX biržų naujienos | perskaitė: 859
Raktiniai žodžiai: Snaige AB, SNG
SNG: Resolutions of the E General Meeting of Shareholders

Snaige AB Notification on material event 29.04.2011

Resolutions of the E General Meeting of Shareholders

Alytus, Lithuania, 2011-04-29 10:37 CEST (GLOBE NEWSWIRE) -- Snaigė AB, the
address of head office Pramonės str. 6, Alytus, the company code 249664610.

The General Meeting of shareholders of Snaige AB was held on 29 April 2011. The
meeting heard the consolidated annual report of the Company for the year 2010
and the Auditor's report for the year 2010.

At the meeting was made following resolutions:
1.To approve the set of financial statements of the company for 2010.
2. To approve the distribution of profit (loss) of “Snaigė” AB:
Non-distributed profit at the end of the last financial year: - LTL 13.028.614
(-EUR 3.773.347,43)
Share premium for covering of loss: LTL 13 028 614 (EUR 3 773 347,43)
Net result - profit (loss) of financial year: - LTL 671.517 (-EUR 194.484,77)
Transfers from reserves: LTL 1 860 000 (EUR 538 693,23)
Contributions of shareholders to cover loss: LTL 0 (EUR 0)
Share premium for covering of loss: 0
Distributable result- profit (loss) at the end of financial year: LTL 1.188.483
(EUR 344.208,46)
Distribution of profit:
Portion of profit allocated to reserves foreseen by law: LTL 0 (EUR 0)
Portion of profit allocated to other reserves: LTL 0 (EUR 0)
- for support and charity: LTL 0 (EUR 0)
For social and cultural needs: LTL 30 000 (8 688,6 EUR)
Portion of profit allocated for payment of dividends: LTL 0 (EUR 0)
Portion of profit allocated for payment of premiums: LTL 0 (EUR 0)
Portion of profit allocated for payment of tantiemes: LTL 0 (EUR 0)
Portion of profit allocated to reserve for acquisition of own shares: LTL 0
(EUR 0)
Portion of profit allocated to reserve for investments: LTL 1.158.483 (EUR
335.519,86)
Non-distributed result - profit (loss) at the end of financial year: LTL 0 (EUR
0)

3. To increase of members of the Board to 6 members.

4. To elect Kustaa Aima, Jaakko Salmelin and Harvey Sawikin for the members of
the Board until the end of term of office of the Board.

5. To elect Antti Partanen and Steve Gorelik until the end of term of office of
the Board.

6. To elect the audit firm “Ernst & Young Baltic” UAB for auditing purposes of
financial statements for 2011by extending the agreement with this firm. To
authorize (with the right to subdelegate) the Director General of the company
to sign the extension of the agreement with the audit firm by establishing the
terms of payment for the audit services and other terms.

7. To issue and distribute in private placements the issue of convertible bonds
of the Company

- total number of convertible bonds: 43.000 units;
- nominal value of the convertible bond: LTL 100;
- issue price per convertible bond: LTL 100;
- total nominal value: LTL 4.300.000;
- total amount of the issue: LTL 4.300.000;
- the rights granted to holders of convertible bonds: according to the set
order to receive interest from the Company; on redemption day to receive a
redemption amount or to request to change convertible bonds to the shares at
the end of redemption term; also, all other rights set to the creditors of the
companies by the laws;
- subscription and payment day: 2 May 2011;
- duration: 732 days;
- interest: 9 % per annum;
- the method of interest calculation: act/365;
- redemption day: 2 May 2013;
- payment of interest: 2 May 2012 and 2 May 2013
- shares, for which the convertible bonds shall be changed: ordinary registered
shares of LTL 1 nominal value, granting its holders property and non-property
rights set by the laws and Articles of Association of the Company;
- the conditions of change of convertible bonds to shares: convertible bonds
shall be changed to shares accordingly to the request of the holder submitted
to the Company in written no later than 10 business days before the redemption
day of convertible bonds;
- the term of exchange: convertible bonds shall be changed to shares on the
redemption day;
- the ratio of change to shares: 1:100 (one convertible bond shall be changed
to 100 shares of LTL 1 nominal value each (one Litas));
- inclusion into trading in the regulated market: the issue will not be
involved into trading in the regulated market.

8. In order to fulfill Company's obligations related with the short-term
financing of the Company by redeeming the previous issue of convertible bonds
on 11 April 2011 and to distribute the new issue of convertible bonds within
the shortest term possible, to withdraw for all the shareholders the
pre-emption right to acquire convertible bonds of the new issue in proportion
to the total par value of the shares, held by them. To grant the right to
acquire all convertible bonds of the new issue to KJK Fund SICAF-SIF, Societe
d'investissement a capital variable - fonds d'investissement specialise (head
office is registered at the address 412F, route d'Esch L-1030, Luxemburg,
registration No. B 86 728) - provided the right to acquire 22906 units bonds,
Firebird Republic Fund, Ltd., the company established under the laws of Cayman
Islands (head office is registered c/o Trident Trust Company (Cayman) Ltd., One
Capital Place, P.O. Box 847 Grand Cayman, Cayman Islands) - provided the right
to acquire 9110 units bonds, Firebird Avrora Fund, Ltd., the company
established under the laws of Cayman Islands (head office is registered c/o
Trident Trust Company (Cayman) Ltd., One Capital Place, P.O. Box 847 Grand
Cayman, Cayman Islands) - provided the right to acquire 3847 units bonds, Amber
Trust S.C.A., Societe d'Investissement a Capital Fixe Qualifying as fonds
d'Investissement Specialise (head office is registered at the address 412F,
route d'Esch L-1030, Luxemburg, registration No B 87 145) - provided the right
to acquire 7137 units bonds.

9. In case holders of convertible bonds will require in a set order to change
convertible bonds to shares 10 days before the redemption of convertible bonds
(2 May 2013), to increase the authorized capital of the Company by the amount
equal to total nominal value of shares, to which convertible bonds will be
changed and to amend articles 4.1 and 5.1 of the Articles of Association
accordingly;
- As the number of Board members is increase to six members, the article 6.1.2
of the Articles of Association correspondingly is changed accordingly, a new
edition of which after the amendment will be as follows: “6.1.2. The Board
consists of six members and is elected for the term of office of four years”.
- To amend the article 12.1 of the Articles of Association of the company with
the following new edition, which is in compliance with the requirements of the
Law on Companies of the Republic of Lithuania: “The Articles of Association of
the company can be amended under the order set by the Law on Companies of the
Republic of Lithuania”.

10. Issue of agenda: To authorize (with the right to subdelegate) the Director
General of the Company Mr Gediminas Čeika:
to sign on behalf of the Company the convertible bonds subscription agreement
and other documents, related to the convertible bonds issue;
-to sign the amended Articles of Association and to register it in the Register
of Legal Entities (authorization is valid for the amendment of the Articles of
Association concerning the articles 6.1.2 and 12.1 and for the change of
convertible bonds to shares under the set order and due to this reason changing
the articles 4.1 and 5.1 of the Articles of Association).


Managing Director
Gediminas Čeika
+370 315 56206

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