OREANDA-NEWS. April 02, 2015. The Ordinary General Shareholders Meeting of Gubernija AB, code 144715765, address Dvaro str. 179, Siauliai, is convened by initiative and the decision of the Board.

The Date of the Meeting - the 28th of April, 2015, Tuesday. Time – 9.00 a.m.,place - Dvaro str. 179 (1th floor), Siauliai, Lithuania. Registration starts from 9.00 a.m. to 9.20 a.m.

The accounting day of the Ordinary General Meeting of the Shareholders shall be 21th of April, 2015 (only the persons who at the end of the record day of the General Meeting of the Shareholders shall be on the shareholder list of the company or the persons who are a proxy for them or the persons with whom an agreement on the transfer of voting rights is concluded, have the right to participate and vote at the General Meeting of the Shareholders).

The agenda for the Meeting:  

1. Annual Report of the Company for 2014.

2. The independent auditor's report.

3. Approval of the annual financial statements of the Company for 2014.

4. Appropriation of the result of the year 2014.

5. Change of the Company's authorized capital and the par value of the shares.

6. Reduction of the Company’s authorized capital by reducing par value of its shares in order to reduce the Company's losses.

7. Approval of new wording of the Company's Articles of Association.

8. Election of audit company for performing audit of the Company's financial statements of 2015 and setting payment conditions.

Draft resolutions: 

1. Annual Report of the Company for 2014.

It is stated that the Company's annual report 2014 is heard. The meeting does not take a decision in this regard.

2. The independent auditor's report.

It is stated that the independent auditor's report is heard. The meeting does not take a decision in this regard.

3. Approval of the annual financial statements of the Company for 2014.

Draft resolution:

To approve the annual financial statements of the Company for 2014.

4. Appropriation of the result of the year 2014.  

Draft resolution:

To leave the Company’s  result of 2014 unappropriated. 

5. Change of the Company's authorized capital and the par value of the shares.

Draft resolution:

According to the provisions of the Law on EUR Introduction in the Republic of Lithuania, the Law on Companies of the Republic of Lithuania as well as the Law on Change of Expression of Authorized Capital and the Par Value of the Shares in EUR of the stock and closed joint-stock Companies and their Articles of Association, par value of one share of Gubernija AB is changed into EUR 0.29 size of its authorized capital is changed into EUR 4 677 588.06.

Number of shares issued by Gubernija AB is 16 129 614 pcs of ordinary registered shares with par value of EUR 0.29.

6. Reduction of the Company’s authorized capital by reducing par value of its shares in order to reduce the Company's losses.

Draft resolution:

In order to reduce the losses recorded in the balance sheet of the Company, to reduce the Company's authorized capital by amount of EUR 1 612 961.40 (authorized capital is reduced down to EUR 3 064 62.66) by reducing the par value of the Company's shares from EUR 0.29 to EUR 0.19.

7. Approval of new wording of the Company's Articles of Association.

Draft resolution:

Taking into consideration parts 5 and 6 of the resolution of the general meeting, Law on Companies of the Republic of Lithuania as well as the Law on Change of Expression of Authorized Capital and the Par Value of the Shares in EUR of the stock and closed joint-stock Companies and their Articles of Association, to approve new wording of Gubernija AB Articles of Association (enclosed), changing the entire text.

To authorize Vijoleta Dunauskiene, General Manager of Gubernija AB to sign the new wording of the Company's Articles of Association and to register the new wording of the Articles of Association in the Register of Legal Entities.

8. Election of audit company for performing audit set of financial statements of the Company for 2015 and setting payment conditions.

Draft resolution:

To elect Baltijos auditas UAB, company code 124564124, for performing audit set of financial statements of the Company for 2015. To authorize General Manager of the Company to make an audit contract, to assign EUR 5 792.40 VAT excluding for remuneration for audit services.

From the date of publication of this notice, draft resolutions on the items of the agenda, any documents to be presented to the General Meeting of Shareholders and information related to the implementation of the shareholders rights will be published on the website of the company at www.gubernija.lt in the menu item Investors. This information for the shareholders will be available on working days from 2 p.m. till 4 p.m., from 2nd of April 2015 at the office of the company (Dvaro str. 179, Siauliai).