Resolutions of the General Shareholder Meeting of Vilniaus degtinė AB
17.04.2007
1. Auditor's opinion on the company's financial statements and on the company's
yearly report.
Resolution: Approve Auditor's opinion.
2. Supervisory bord's opinion add offeres
Resolution: Generale meeting attended to Supervisory bord's opinion add offeres
3. Approval of the Company's Annual Performance Statement 2006
Resolution: Approve the Annual Performance Statement 2006 of Vilniaus degtinė
AB.
4. Approval of the Company's Annual Financial Statements 2006
Resolution: Approve the Annual Financial Statements 2006 of Vilniaus degtinė AB,
according to which the Company's assets as of the 31st December 2006 were
LTL 73 333 028 (EUR 21 238 713), owner's equity - LTL 35 565 513 (EUR 10 300
484), and net profit of the economic year - LTL 3 755 412 (EUR 1 087 642).
5. Allocation of the Company's profit of the year 2006 in the year 2007
Resolution: Results of the year 2006:
1. Retained profit (loss) of previous financial year - absent
at the beginning of the year under report LTL 4 960 827 (EUR 1 436 755)
2. Net profit (loss) of the year under report LTL 3 755 412 (EUR 1 087 642)
3. Profit (loss) of the financial year under report not recognised
on the Profit & Loss Statement - absent
4. Transfers from reserves - absent
5. Shareholder contributions to cover the Company's losses - absent
6. Allocated profit (loss), total LTL 8 716 239 (EUR 2 524 397)
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 of Directors and the Board of Observers, to employee
bonuses and other purposes - absent
12. Retained profit (loss) at the end of the year
under report, moved forward to the following year LTL 8 716 239 (EUR 2 524 397)
6. Change of a member of the Board of Observers
Resolution.
1. Recall Rūta Plungaitė from the position of a member of the Board of
Observers.
2. Elect Ilona Šerlatienė to the position of a member of the Board of Observers.
7. Alteration of the Articles of Association of the Company
Resolution
Partially alter the Company's Articles of Association by setting them forth as
follows:
Clause 37.4:
Alter Clause 37.4 of the Articles of Association ‘On acquisition of fixed
assets, except financial assets, at the price exceeding LTL 500 thousand' and
set it forth as follows: ‘37.4. On acquisition of fixed assets, except financial
assets, at the price exceeding LTL 700 thousand;'
Clause 46.4:
Partially alter Clause 46.4 of the Articles of Association ‘On acquisition of
fixed assets, except financial assets, at the price exceeding LTL 100 thousand'
and set it forth as follows: ‘On acquisition of fixed assets, except financial
assets, at the price exceeding LTL 200 thousand';
Clause 50:
Alter Clause 50 of the Articles of Association ‘A resolution of the General
Shareholders meeting adopted by at least 2/3 of all votes is necessary for the
adoption of any decision of the Board of Administration set forth in Article 35
Part 6 Clause 2 of the Company Law of the Republic of Lithuania. The amount of
the aggregate balance value of transferred, leased or mortgaged fixed assets or
the extent of guaranteed execution of obligations of other entities under
transaction concluded without the consent of the General Shareholders Meeting
must not exceed 1/20 of the Corporation's authorised capital' and set it forth
as follows: ‘Implementation of each and every decision of the Board of Directors
concerning transfer, lease or mortgage of fixed assets, the value of which
exceeds 1/20 of the Company's authorised capital, and decision of the Board of
Directors concerning giving bail or guaranteeing execution of obligations of
other entities, the amount of which exceeds 1/20 of the Company's authorised
capital, requires a confirmation of the Meeting adopted by at least 2/3 of all
votes.'
Clause 73:
Alter Clause 73 of the Articles of Association ‘At least 30 days before the
Meeting, shareholders must be provided with an opportunity to get acquainted
with corporate documents related to the agenda of the Meeting, including draft
resolutions and written application provided to the Board (or Head) of
Administration by initiators of the Meeting. If a shareholder requires so in
written, the Head of Administration shall within 3 days after receiving a
written application deliver to the shareholder all draft resolutions of the
Meeting under signature or send by registered letter. Draft resolutions shall be
accompanied with a reference to initiators thereof. If initiator of a draft
resolution has presented any explanation thereof, such explanation shall be
annexed to such draft resolution' and set it forth as follows: ‘At least 10 days
before the Meeting, shareholders must be provided with an opportunity to get
acquainted with corporate documents related to the agenda of the Meeting,
including draft resolutions and written application provided to the Board or the
Head of Administration by initiators of the Meeting. If a shareholder requires
so in written, the Head of Administration shall within 3 days after receiving a
written application deliver to the shareholder all draft resolutions of the
Meeting under signature or send by registered letter. Draft resolutions shall be
accompanied with a reference to initiators of such drafts. If initiator of a
draft resolution has presented any explanation thereof, such explanation shall
be annexed to such draft resolution.'
Clause 75:
Alter Clause 75 of the Articles of Association ‘Each shareholder shall have an
opportunity to get acquainted with the documents provided in Article 69 of the
Company Law of the Republic of Lithuania in the registered office of the
reorganized Corporation no later than 30 days before the Meeting, the agenda of
which provides for approval of a reorganization project of the Corporation. Upon
request of a shareholder, the Corporation is obliged to present copies of such
documents at no charge to the shareholder' and set it forth as follows: „Each
shareholder shall have an opportunity to get acquainted with the documents
provided in Article 69 of the Company Law of the Republic of Lithuania in the
registered office of the reorganized Corporation 30 days before the Meeting, the
agenda of which provides for approval of a reorganization project of the
Corporation. Upon request of a shareholder, copies of such documents shall be
presented to the shareholder free of charge.“
8. Election of the audit company and determination of the terms of payment for
audit services
Resolution.
‘1. Elect audit company KPMG Baltics UAB to the position of the auditors of
Vilniaus degtinė AB.
2. Authorise the Company's Managing Director (CEO) to sign service provision
agreement with the Company's auditor KPMG Baltics UAB with regard to execution
of the audit of Annual Financial Statements 2007, paying for the services the
price agreed by the parties, but anyway not more than LTL 80,000.00 (VAT
excluded).'
Commerce and Marketing director
Laurynas Miškinis
(8-5) 2330385
