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27.04.2020, 17:20
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 A. Tumeno str. 4 (Block B, 9 floor) LT-01109 Vilnius, the Republic of Lithuania, at 10.00 am on 27 April 2020 (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 13,557,508 of the Company’s shares which represent 67.79% of the total authorised capital and the total voting rights of the Company participated in the Meeting. The Meeting had a quorum. All of the abovementioned shareholders participated in the Meeting by filling in and submitting to the Company valid general voting ballots before the Meeting. 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 2019. Resolved: To take note of the Consolidated Annual Report of the Company for the year 2019, which has been approved by the Board and has been analysed by the Supervisory Council of the Company. Participated in voting: 13,557,508 votes / shares. In favour: 13,557,508 votes / shares. Against: 0 votes / shares. 2 Resolution: Approval of the Audited Annual Financial Statements of the Company for the year 2019 and the Audited Consolidated Annual Financial Statements of the Group for the year 2019. Resolved: To approve the Audited Annual Financial Statements of the Company for the year 2019 and the Audited Consolidated Annual Financial Statements of the Group for the year 2019. Participated in voting: 13,557,508 votes / shares. In favour: 13,557,508 votes / shares. Against: 0 votes / shares. 3 Resolution: Distribution of profit (loss) of the Company for the year 2019. Resolved: To distribute the profit (loss) of the Company for the year 2019 according to the draft distribution of profit (loss). Participated in voting: 13,557,508 votes / shares. In favour: 13,557,508 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 2020 and to establish conditions on payment as follows: not exceeding EUR 23,000 (without VAT) for the audit services. Participated in voting: 13,557,508 votes / shares. In favour: 13,557,508 votes / shares. Against: 0 votes / shares. 5 Resolution: Revocation of the members of Supervisory Council before term and election of members of Supervisory Council. Resolved: To revoke before term all members of Supervisory Council of the Company and to elect the following persons as the members of the Supervisory Council for an office term of four years: Evgeniya Popova Vasilii Kulikov Victor Kolotievskiy Valerian Goncharov Jonas Garbaravicius Rytis Davidovicius Participated in voting: 81,137,136 votes / 13,522,856 shares. In favour of Ms. Evgeniya Popova 15,300,000 votes / shares. Against: 0 votes / shares; In favour of Mr. Vasilii Kulikov 15,300,000 votes / shares. Against: 0 votes / shares; In favour of Mr. Victor Kolotievskiy 15,300,000 votes / shares. Against: 0 votes / shares; In favour of Mr. Valerian Goncharov 15,300,000 votes / shares. Against: 0 votes / shares; In favour of Mr. Jonas Garbaravičius 9,968,568 votes / shares. Against: 0 votes / shares; In favour of Rytis Davidovicius 9,968,568 votes / shares. Against: 0 votes / shares; According to the 3 Resolution on distribution of profit (loss) of the Company for the year 2019, the Meeting decided on payment of dividends on the following terms: − total amount of dividends to be paid – EUR 14,000,000; − dividend per one share – EUR 0,7; − record date – end of the business day on 12 May 2020; − dividend payment date – 18 May 2020. Information about elected members of the Supervisory Council of the Company: Ms. Evgeniya Popova Education: Moscow State Institute of International Relations qualification – Finance and Credit, and MBA at Kingston University and Academy of National Economy under the Government of the Russian Federation Current work positions: 2020 – Head of business planning and reporting on Trading Activity Department at PJSC Inter RAO 2016 – Member of the Supervisory Council at AB INTER RAO Lietuva Mr. Vasily Kulikov Education: Bachelor degree in Management at Non –State Educational Institution Modern University for the Humanities Current work positions: 2018 – Head of Risk department JSC “INTER RAO EXPORT” 2016 – Member of the Supervisory Council at AB INTER RAO Lietuva Mr. Victor Kolotievskiy Education: National Research University “Moscow Power Engineering Institute” qualification – Engineer-Manager The Moscow University of Finance and Law, qualification – Lawyer Current work position: 2019- Head of International Contracting Department of the Trading Unit of PJSC Inter RAO 2017 – Member of the Supervisory Council at AB INTER RAO Lietuva Mr. Valerian Goncharov Education: Moscow State Institute of International Relations (MGIMO University), Master degree in International Law Current work positions: 2017 – Head of Direction at International Law Department of PJSC Inter RAO 2019 – Member of the Supervisory Council at AB INTER RAO Lietuva Mr. Jonas Garbaravičius Education: Bachelor degree in Business administration at Vytautas Magnus University Law studies at Vytautas Magnus University Current work positions: 2018 – Advisor to the General Director of UAB Scaent Baltic 2012 – Board member at Vilnius City Opera 2012 – Member of the Supervisory Council at AB INTER RAO Lietuva 2008 – Advisor to the General Director of AB INTER RAO Lietuva Mr. Rytis Davidovičius Education: Master degree, Sports Management at Real Madrid Graduate School, Universidad Europea Licence of Consultant, Bank of Lithuania; Bachelor degree, history and political science, Vytautas Magnus University, Lithuania; Current work positions: 2019 – CEO and Member of the board at UAB BRAITIN 2016 – Member of the Supervisory Council at AB INTER RAO Lietuva 2013 – President at Lithuanian Rugby Federation 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 2019; 2. Distribution of profit (loss) of the Company for the year 2019; 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 13,557,508 of the Company’s shares which represent 67.79% of the total authorised capital and the total voting rights of the Company participated in the Meeting. The Meeting had a quorum. All of the abovementioned shareholders participated in the Meeting by filling in and submitting to the Company valid general voting ballots before the Meeting. 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 2019. Resolved: To take note of the Consolidated Annual Report of the Company for the year 2019, which has been approved by the Board and has been analysed by the Supervisory Council of the Company. Participated in voting: 13,557,508 votes / shares. In favour: 13,557,508 votes / shares. Against: 0 votes / shares. 2 Resolution: Approval of the Audited Annual Financial Statements of the Company for the year 2019 and the Audited Consolidated Annual Financial Statements of the Group for the year 2019. Resolved: To approve the Audited Annual Financial Statements of the Company for the year 2019 and the Audited Consolidated Annual Financial Statements of the Group for the year 2019. Participated in voting: 13,557,508 votes / shares. In favour: 13,557,508 votes / shares. Against: 0 votes / shares. 3 Resolution: Distribution of profit (loss) of the Company for the year 2019. Resolved: To distribute the profit (loss) of the Company for the year 2019 according to the draft distribution of profit (loss). Participated in voting: 13,557,508 votes / shares. In favour: 13,557,508 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 2020 and to establish conditions on payment as follows: not exceeding EUR 23,000 (without VAT) for the audit services. Participated in voting: 13,557,508 votes / shares. In favour: 13,557,508 votes / shares. Against: 0 votes / shares. 5 Resolution: Revocation of the members of Supervisory Council before term and election of members of Supervisory Council. Resolved: To revoke before term all members of Supervisory Council of the Company and to elect the following persons as the members of the Supervisory Council for an office term of four years: Evgeniya Popova Vasilii Kulikov Victor Kolotievskiy Valerian Goncharov Jonas Garbaravicius Rytis Davidovicius Participated in voting: 81,137,136 votes / 13,522,856 shares. In favour of Ms. Evgeniya Popova 15,300,000 votes / shares. Against: 0 votes / shares; In favour of Mr. Vasilii Kulikov 15,300,000 votes / shares. Against: 0 votes / shares; In favour of Mr. Victor Kolotievskiy 15,300,000 votes / shares. Against: 0 votes / shares; In favour of Mr. Valerian Goncharov 15,300,000 votes / shares. Against: 0 votes / shares; In favour of Mr. Jonas Garbaravičius 9,968,568 votes / shares. Against: 0 votes / shares; In favour of Rytis Davidovicius 9,968,568 votes / shares. Against: 0 votes / shares; According to the 3 Resolution on distribution of profit (loss) of the Company for the year 2019, the Meeting decided on payment of dividends on the following terms: − total amount of dividends to be paid – EUR 14,000,000; − dividend per one share – EUR 0,7; − record date – end of the business day on 12 May 2020; − dividend payment date – 18 May 2020. Information about elected members of the Supervisory Council of the Company: Ms. Evgeniya Popova Education: Moscow State Institute of International Relations qualification – Finance and Credit, and MBA at Kingston University and Academy of National Economy under the Government of the Russian Federation Current work positions: 2020 – Head of business planning and reporting on Trading Activity Department at PJSC Inter RAO 2016 – Member of the Supervisory Council at AB INTER RAO Lietuva Mr. Vasily Kulikov Education: Bachelor degree in Management at Non –State Educational Institution Modern University for the Humanities Current work positions: 2018 – Head of Risk department JSC “INTER RAO EXPORT” 2016 – Member of the Supervisory Council at AB INTER RAO Lietuva Mr. Victor Kolotievskiy Education: National Research University “Moscow Power Engineering Institute” qualification – Engineer-Manager The Moscow University of Finance and Law, qualification – Lawyer Current work position: 2019- Head of International Contracting Department of the Trading Unit of PJSC Inter RAO 2017 – Member of the Supervisory Council at AB INTER RAO Lietuva Mr. Valerian Goncharov Education: Moscow State Institute of International Relations (MGIMO University), Master degree in International Law Current work positions: 2017 – Head of Direction at International Law Department of PJSC Inter RAO 2019 – Member of the Supervisory Council at AB INTER RAO Lietuva Mr. Jonas Garbaravičius Education: Bachelor degree in Business administration at Vytautas Magnus University Law studies at Vytautas Magnus University Current work positions: 2018 – Advisor to the General Director of UAB Scaent Baltic 2012 – Board member at Vilnius City Opera 2012 – Member of the Supervisory Council at AB INTER RAO Lietuva 2008 – Advisor to the General Director of AB INTER RAO Lietuva Mr. Rytis Davidovičius Education: Master degree, Sports Management at Real Madrid Graduate School, Universidad Europea Licence of Consultant, Bank of Lithuania; Bachelor degree, history and political science, Vytautas Magnus University, Lithuania; Current work positions: 2019 – CEO and Member of the board at UAB BRAITIN 2016 – Member of the Supervisory Council at AB INTER RAO Lietuva 2013 – President at Lithuanian Rugby Federation 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 2019; 2. Distribution of profit (loss) of the Company for the year 2019; 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