1. Auditor's opinion on the company's financial statements and on the company's yearly report.
RESOLUTION (unanimously accepted):
Approve Auditor's opinion.
2. Proposals and comments of the Supervisory Board.
Meeting has listened proposals and comments of the Supervisory Board.
3. Approval of the company's yearly report for the year 2014.
RESOLUTION (unanimously accepted)
Approve the company‘s yearly report for the year 2014.
4. Approval of the set of company's financial statements for the year 2014.
RESOLUTION (unanimously accepted)
Approve the company‘s financial statements for the year 2014, according to which the Company's assets as of the 31st December 2014 were LTL 87 954 409 (EUR 25 473 358) owner's equity - LTL 40 169 770 (EUR 11 633 969), and profit of 2014 - LTL 3 800 233 (EUR 1 100 624).
5. Company's profit appropriation for 2014
RESOLUTION (unanimously accepted):
Results of the year 2014:
1. Retained profit of previous financial year - at the end of the year under report LTL 9 520 263 (EUR 2 757 259);
2. Profit of the year under report LTL 3 800 233 (EUR 1 100 624);
3. Profit (loss) of the financial year under report not recognized on the Gross income report – absent;
4. Transfers from reserves – absent;
5. Shareholder contributions to cover the Company's losses – absent;
6. Allocated profit, total LTL 13 320 496 (EUR 3 857 882);
7. Share of profit allocated to the statutory reserve – absent;
8. Share of profit allocated to the reserve for purchase of own shares – absent;
9. Share of profit allocated to other reserves – absent;
10. Share of profit allocated to payment of dividends – absent;
11. Share of profit allocated to annual allowances (bonuses) to members of the Board and the Supervisory Board, to employee bonuses and other purposes – absent;
12. Retained profit at the end of the year under report, moved forward to the following year LTL 13 320 496 (EUR 3 857 882).
6. Election of the Audit Company and determination of the terms of payment for audit services
RESOLUTION (unanimously accepted):
1. Elect audit company Grant Thornton Rimess UAB to the position of the auditors of Vilniaus degtinė AB for 2015.
2. Authorise the Company's Managing Director (CEO) to sign service provision agreement with the Company's auditor Grant Thornton Rimess UAB with regard to execution of the audit of Annual Financial Statements 2015, paying for the services the price agreed by the parties.
7. Guarantee of fulfilment of obligations of third persons
RESOLUTION (unanimously accepted):
By required form (guarantee, suretyship or other) to secure obligations of SIA „Belvedere distribution“ for third persons regarding payment of excise duty in Republic of Latvia. To secure obligation of UAB „Belvedere prekyba“ for AB DNB bank, by concluding contract of suretyship with the bank.
8. Regarding mortgage and pledge of companies fixed assets
RESOLUTION (unanimously accepted):
To pledge (including mortgage) fixed assets of AB „Vilniaus degtinė“ which value exceed 1/20 of the companies authorised capital, in order to secure obligations of AB „Vilniaus degtinė“ for AB DNB bank related to loan agreement which is designated for investment projects which are executed in OBELIŲ SPIRITO VARYKLA, branch of AB „Vilniaus degtinė“ (i.e. acquiring rectification equipment and biofuel boiler room, according to decisions of the Board and of Supervisory Board) and to set for the benefit of AB DNB bank maximum mortgage/maximum pledge. In order to avoid any doubt this decision also includes the right to prolong mortgage and pledge of the assets stated in this decision and all other mortgage and pledge of fixed assets if such prolongations are required, including maximum pledge/ maximum mortgage set for the benefit of AB DNB bank. To authorise AB „Vilniaus degtinė“ general manager to perform all actions related to this decision (including, but not limiting to: to sign necessary documents, prolongations and other).
9. Revocation and elections of members of Supervisory board.
RESOLUTION (unanimously accepted):
To revoke from the Supervisory Board these members: Darius Šiaudinis and Tomasz Andrzej Kowalski. To elect new members of the Supervisory Board: Aymeric Donon (instead of Darius Šiaudinis) and Stéphane Laugery (instead of Tomasz Andrzej Kowalski).
10. Consideration and confirmation of new edition of articles of the Company
RESOLUTION (unanimously accepted):
To confirm new edition of the articles of AB „Vilniaus degtinė“ (attached). To authorise AB “Vilniaus degtinė” general manager Juozas Daunys to sign new edition of articles of association and to register it in the legal persons registry.
11. Regarding transfer of fixed assets
RESOLUTION (unanimously accepted):
To transfer AB “Vilniaus degtinė” fixed assets (i.e. (a)land plots which cadastral no. 4167/0100:60 Pagirių kv. and domestic building, unique No. 4197-8020-9215, which are in Pagirių village, Vilnius district and (b)flat with basement unique No. 1092-9001-9013:0009, which address is Panerių str. 47-8, Vilnius) for the price which is not less than 90% of the value of the assets determined by the independent property assessor. To authorise general manager of AB “Vilniaus degtinė” to find buyers for these assets and to formalise transaction of fixed assets (including, but not limiting to – signing sales purchase agreement, to register transfer in the corresponding registers).
12. Other questions
Additional question was not submitted for the shareholders meeting.
General Manager
Juozas Daunys
8 5 233 0819
