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26.04.2019, 17:17
IRL Notice on the decisions adopted by the Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders of AB INTER RAO Lietuva, code 1261 19913, registered address at A. Tumeno str. 4, Vilnius, the Republic of Lithuania (hereinafter referred to as the Company), was held at Mindaugo str. 27, LT-03210, Vilnius, the Republic of Lithuania, at 10.00 am on 26 April 2019 (hereinafter referred to as the Meeting).
On the day of the Meeting the authorised capital of the Company was divided into 20,000,000 ordinary registered shares with par value of EUR 0,29 each, and in total granting 20,000,000 votes at the General Meeting of Shareholders of the Company. Shareholders collectively holding 13,637,099 of the Company’s shares which represent 68,19% of the total authorised capital and the total voting rights of the Company participated in the Meeting. The Meeting had a quorum. One of the abovementioned shareholders is considered to be participating, since it has filled in and timely submitted to the Company a valid general voting ballot. No voting rights transfer agreements were submitted. The Meeting has adopted following decisions: 1 Resolution: Regarding the Consolidated Annual Report of the Company for the year 2018. Resolved: To take note of the Consolidated Annual Report of the Company for the year 2018, which has been approved by the Board and has been analysed by the Supervisory Council of the Company. Participated in voting: 13,637,099 votes / shares. In favour: 13,524,242 votes / shares. Against: 0 votes / shares. Аbstained: 112,857 votes /shares. 2 Resolution: Approval of the Audited Annual Financial Statements of the Company for the year 2018 and the Audited Consolidated Annual Financial Statements of the Group for the year 2018. Resolved: To approve the Audited Annual Financial Statements of the Company for the year 2018 and the Audited Consolidated Annual Financial Statements of the Group for the year 2018. Participated in voting: 13,637,099 votes / shares. In favour: 13,637,099 votes / shares. Against: 0 votes / shares. 3 Resolution: Distribution of profit (loss) of the Company for the year 2018. Resolved: To distribute the profit (loss) of the Company for the year 2018 according to the draft distribution of profit (loss). Participated in voting: 13,637,099 votes / shares. In favour: 13,637,099 votes / shares. Against: 0 votes / shares. 4 Resolution: Selection of the audit firm and approval of conditions of payment for audit services. Resolved: To select UAB Ernst & Young Baltic, legal entity’s code 110878442, address Subačiaus str. 7, Vilnius, as the audit firm to perform the audit of the financial statements of the Company for the year 2019 and to establish conditions on payment as follows: not exceeding EUR 23,000 (without VAT) for the audit services. Participated in voting: 13,637,099 votes / shares. In favour: 13,637,099 votes / shares. Against: 0 votes / shares. 5 Resolution: Election of member of Supervisory Council; Resolved: To elect Valerian Goncharov as the member of the Supervisory Council. Participated in voting: 13,637,099 votes / shares. In favour of Mr. Valerian Goncharov 13,524,242 votes / shares. Against: 112,857 votes / shares. According to the 3 Resolution on distribution of profit (loss) of the Company for the year 2018, the Meeting decided on payment of dividends on the following terms: − total amount of dividends to be paid – EUR 11,600,000; − dividend per one share – EUR 0,58; − record date – end of the business day on 13 May 2019; − dividend payment date – 17 May 2019. Mr. Valerian Goncharov Education: Moscow State Institute of International Relations (MGIMO University), Master degree in International Law Work experience/last 5 years: 2014-2017: Chief Expert at International Law Department of PJSC «Inter RAO» 2017 – present: Head of Direction at International Law Department of PJSC «Inter RAO» Annexes: 1. AB INTER RAO Lietuva Consolidated and Parent Company’s Financial Statements, Consolidated Annual Report and the Independent Auditor’s Report for the year ended 31 December 2018; 2. Distribution of profit (loss) of the Company for the year 2018; 3. Distribution of votes of the shareholders holding over 5% of votes at the Annual General Meeting of Shareholders of the Company; Legal grounds: Article 17.1 of the EU Regulation on market abuse No 596/2014.
On the day of the Meeting the authorised capital of the Company was divided into 20,000,000 ordinary registered shares with par value of EUR 0,29 each, and in total granting 20,000,000 votes at the General Meeting of Shareholders of the Company. Shareholders collectively holding 13,637,099 of the Company’s shares which represent 68,19% of the total authorised capital and the total voting rights of the Company participated in the Meeting. The Meeting had a quorum. One of the abovementioned shareholders is considered to be participating, since it has filled in and timely submitted to the Company a valid general voting ballot. No voting rights transfer agreements were submitted. The Meeting has adopted following decisions: 1 Resolution: Regarding the Consolidated Annual Report of the Company for the year 2018. Resolved: To take note of the Consolidated Annual Report of the Company for the year 2018, which has been approved by the Board and has been analysed by the Supervisory Council of the Company. Participated in voting: 13,637,099 votes / shares. In favour: 13,524,242 votes / shares. Against: 0 votes / shares. Аbstained: 112,857 votes /shares. 2 Resolution: Approval of the Audited Annual Financial Statements of the Company for the year 2018 and the Audited Consolidated Annual Financial Statements of the Group for the year 2018. Resolved: To approve the Audited Annual Financial Statements of the Company for the year 2018 and the Audited Consolidated Annual Financial Statements of the Group for the year 2018. Participated in voting: 13,637,099 votes / shares. In favour: 13,637,099 votes / shares. Against: 0 votes / shares. 3 Resolution: Distribution of profit (loss) of the Company for the year 2018. Resolved: To distribute the profit (loss) of the Company for the year 2018 according to the draft distribution of profit (loss). Participated in voting: 13,637,099 votes / shares. In favour: 13,637,099 votes / shares. Against: 0 votes / shares. 4 Resolution: Selection of the audit firm and approval of conditions of payment for audit services. Resolved: To select UAB Ernst & Young Baltic, legal entity’s code 110878442, address Subačiaus str. 7, Vilnius, as the audit firm to perform the audit of the financial statements of the Company for the year 2019 and to establish conditions on payment as follows: not exceeding EUR 23,000 (without VAT) for the audit services. Participated in voting: 13,637,099 votes / shares. In favour: 13,637,099 votes / shares. Against: 0 votes / shares. 5 Resolution: Election of member of Supervisory Council; Resolved: To elect Valerian Goncharov as the member of the Supervisory Council. Participated in voting: 13,637,099 votes / shares. In favour of Mr. Valerian Goncharov 13,524,242 votes / shares. Against: 112,857 votes / shares. According to the 3 Resolution on distribution of profit (loss) of the Company for the year 2018, the Meeting decided on payment of dividends on the following terms: − total amount of dividends to be paid – EUR 11,600,000; − dividend per one share – EUR 0,58; − record date – end of the business day on 13 May 2019; − dividend payment date – 17 May 2019. Mr. Valerian Goncharov Education: Moscow State Institute of International Relations (MGIMO University), Master degree in International Law Work experience/last 5 years: 2014-2017: Chief Expert at International Law Department of PJSC «Inter RAO» 2017 – present: Head of Direction at International Law Department of PJSC «Inter RAO» Annexes: 1. AB INTER RAO Lietuva Consolidated and Parent Company’s Financial Statements, Consolidated Annual Report and the Independent Auditor’s Report for the year ended 31 December 2018; 2. Distribution of profit (loss) of the Company for the year 2018; 3. Distribution of votes of the shareholders holding over 5% of votes at the Annual General Meeting of Shareholders of the Company; Legal grounds: Article 17.1 of the EU Regulation on market abuse No 596/2014.