PC " Lithuanian shipping company " the drafts resoliutions of the General Meeting of Shareholders on 25th April ,2014

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| Source: Lietuvos Juru Laivininkyste
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Klaipeda, Lithuania, 2014-04-02 16:04 CEST (GLOBE NEWSWIRE) -- Draft resolutions of the General Meeting of the shareholders of PC “Lithuanian Shipping Company” of 25th April 2014.

 

  1. The Annual report of the PC “Lithuanian shipping company” for the year 2013 is heard.
  2. The report of independent Auditor is heard.
  3. The financial statements the year 2013 of PC “Lithuanian shipping company” are approved. According to the financial statements the company’s assets on 31st December 2013 – 163.094 thousands LTL (47.235 thousands EUR), own capital – 81.820 thousands LTL (23.697 thousands EUR), net loss of the financial year –41.149 thousands LTL (-11.918 thousands EUR).
  4. It has been resolved to approve the profit (loss) distribution of PC “Lithuanian shipping company”:

 

No.   Profit (loss) distribution
Thousands LTL (EUR)
1. Retained profit (losses) of the previous financial year at the end of the accounting year -77.931.928 (-22.570.646)
     
2. Net profit of the reporting financial year
 
-41.148.845(-11.917.529)
3. Profit to be appropriated of the end of reporting financial year
 
-119.080.773 (-34.488.175)
4. Transfers from reserve’s
 
0
5. Profit to be appropriated in total 0
6. Profit to be appropriated  
  Profit appropriated to next reserves:  
6.1 To legal 0
6.2 To for premium pay to the employees 0
6.3 To social-cultural needs 0
6.4 To other reserves:  
6.4.1 To investments 0
6.4.2. To dividend payment 0
 6.6 Retained profit brought forward to the next year  
-119.080.773 (-34.488.175)

  

5.1. To cover the accrued losses by shareholder‘s contributions (in compliance with Article 38(3) of the Law of Companies of Lithuanian Republic, which requires to consider covering losses by shareholder’s contributions.

  In case the General Meeting of PC “Lithuanian Shipping Company” does not adopt the proposed resolution to cover the accrued losses by shareholder‘s contributions or shareholder‘s additional contributions are not sufficient to restore the equity to the limit of ½ of the Company’s share capital noted in the Articles of Association, the following resolution is proposed:

5.1.To reduce the share capital of PC “Lithuanian Shipping Company” from LTL 200.901.296 (two hundred million nine hundred one thousand two hundred ninety six LTL) to LTL 82.867.200 (eighty two million eight hundred sixty seven thousand two hundred LTL).

5.2.The purpose of the reduction of the Company’s share capital – to eliminate the losses recorded in the balance sheet of the Company.

5.3. The way of the reduction of Company’s share capital – cancelation of the Company’s shares.

5.4.The number of shares owned by the shareholders of the Company is reduced in the following order:

5.4.1.The shares are cancelled to all the shareholders of the Company in proportion to the nominal value of shares owned by them.

5.4.2.The number of shares attributable to the shareholders who at the end of the day of registration of amended Company’s Articles of Association hold more than 1 (one) share, shall be calculated by multiplying the number of shares, held by the shareholder at the end of the day of registration of amended Company’s Articles of Association, by the coefficient 0,41247718 (reduced share capital divided by the current share capital, eight digits after the decimal point) and rounding off in the following order:

5.4.2.1. if the fractional part of the number of shares is equal to 0.5 or more – the number of shares shall be rounded up to the whole number;

5.4.2.2.if the fractional part of the number of shares is less than 0.5 – the number of shares shall be rounded down to the whole number (in such case the existing difference between the whole number and its fractional part shall not be compensated).

5.4.3. The shareholders who in compliance the order of share exchange stipulated in this decision after rounding-off are attributed the number of shares (hereinafter – the Calculated number of shares) lesser than 1 (one), shall maintain 1 (one) share of the Company.

5.4.4.If the Calculated number of shares to all the shareholders exceeds 82.867.200 (eighty two million eight hundred sixty seven thousand two hundred LTL), i.e. the number of shares in the Company after reduction of the Company’s share capital (hereinafter – the Maximum number of shares), the number of shares to the shareholder, who holds the biggest Calculated number of shares, shall be reduced by the number equal to the difference between the Calculated number of shares to all the shareholders and the Maximum number of shares in order the Company’s share capital be constituted from the Maximum number of shares.

5.4.5.If the Calculated number of shares to all the shareholders is less than the Maximum number of shares, the number of shares to the shareholder, who holds the biggest Calculated number of shares, shall be increased by the number equal to the difference between the Calculated number of shares to all the shareholders and the Maximum number of shares in order the Company’s share capital be constituted from the Maximum number of shares.

5.5.Prior to presentation of documents to the registrar of the Register of Legal Entities for registration of documents regarding reduction of the share capital, an application shall be submitted to suspend the trading in shares of the Company in AB NASDAQ OMX Vilnius stock exchange. It is intended to suspend the trading in shares of the Company until the day on which the registrar of the Register of Legal Entities registers the Articles of Association of the Company with indicated reduced share capital and the Central Securities Depository of Lithuania makes adjustments of general securities account, unless it would be necessary to suspend the above trading for a longer period.

5.6.To establish that after the reduction of the Company’s share capital, the Company’s share capital shall be divided into 82.867.200 (eighty two million eight hundred sixty seven thousand two hundred) ordinary registered shares with a nominal value of LTL 1 (one LTL) each.

5.7.To approve the new wording of the Articles of Association of the Company with regard to reduced Company’s share capital and to authorize the general director of the Company Mr. Audronis Lubys to sign the new Articles of Association and to register them in the Register of Legal Entities.

 

Arvydas Stropus

Chief Accountant

(+370 46 ) 393126