The General Meeting of shareholders of Snaige AB was held on 7 July 2020.
All shareholders that participated at the General Meeting voted in advance in writing by filling Voting Ballots.
The agenda question:
For the amendment shareholders decision made on 1 October 2018 and the reduction of AB Snaigė authorized capital
Following resolution was made on the meeting:
”Taking into account that on 1 October 2018 during extraordinary general shareholders meeting was made decision to reduce the authorized capital of the Company according 52 article 2 part 4 point of Law on Companies of Lithuanian Republic from EUR 11 886 718,50 till EUR 8 320 702,95. The authorized capital had to be reduced by EUR 3 566 015,55. The authorized capital had to reduced by reducing nominal value of existing shares by 0,09 euro per share from EUR 0,30 till EUR 0,21. The authorized capital had to be reduced in order to correct mistakes made during the formation of the authorized capital or during the increasing authorized capital, related to the use of the Company's revaluation reserve and specified in the decision No. 241-19 dated 29 January 2018 on imposition of certain measures with respect to AB Snaigė, adopted by the director of the Supervision Service of the Bank of Lithuania. It was decided the amount by which will be reduced the authorized capital of the Company, i. e. EUR 3 566 015,55 to transfer to revaluation reserve.
Also taking into account that the notary has passed the decision to refuse to perform a notarial acts related with implementation of extraordinary shareholders decision made on 1 October 2018 for the approval of the amended AB Snaigė Articles of Association with reduced authorized capital. The Company filed the complaint to District Court of Vilnius City regarding notary‘s refusal and the court satisfied the Company‘s complaint which on 15 May 2020 came into force and obligated the notary to perform notarial acts related with implementation of the Company‘s shareholders 1 October 2018 decisions.
Taking into account the changes in the authorized capital of the Company that occurred in year 2019 and into this that now the authorized capital is EUR 10 301 822,70 and the nominal value of the share is EUR 0,26 that is currently the authorized capital and nominal value of one share of the Company do not correspond to the authorized capital and nominal value of share, indicated in the shareholder’s decision of 1 October 2018;
Taking into account that before this decision (07-07-2020) the Company did not take any actions and the Company's shareholders did not make any decisions related to the reduction of the Company's authorized capital and transfer of the respective amount to the Company's revaluation reserve according the decision No. 241-19 dated 29 January 2018 adopted by the director of the Supervision Service of the Bank of Lithuania, that is there are no legal obstacles for the Company's shareholders the decision of 1 October 2018 to change and to make new decision on the same issue.
The decision on the reduction of authorized capital shall be worded as follow:
To reduce the authorized capital of the Company from EUR 10 301 822,70 50 till EUR 6 735 807,15 according 52 article 2 part 4 point of Law on Companies of Lithuanian Republic. The authorized capital will be reduced by EUR 3 566 015,55.
The authorized capital is reduced by reducing nominal value of existing shares by 0,09 euro per share from EUR 0,26 till EUR 0,17. The authorized capital is reducing in order to correct mistakes made during the formation of the authorized capital or during the increasing authorized capital, related to the use of the Company's revaluation reserve and specified in the decision No. 241-19 dated 29 January 2018 on imposition of certain measures with respect to AB Snaigė, adopted by the director of the Supervision Service of the Bank of Lithuania.
To approve changes of points 4.1 and 5.1 of the article of association related with the reduction of the authorized capital and approve the new redaction of the changed articles of association (addition):
4.1. The authorized capital of the Company is EUR 6 735 807,15 (six million seven hundred thirty five thousand eight hundred seven euro and 15 eurocents).
5.1. The authorized capital of the Company is divided into 39,622,395 (thirty nine million six hundred twenty two thousand three hundred ninety five) shares. The nominal value of one share is EUR 0,17 (seventeen eurocents).
The amount by which is reduced the authorized capital of the Company, i. e. EUR 3 566 015,55 to transfer to revaluation reserve.
To authorize the General Manager of the Company Mindaugas Sologubas (with the right to reauthorize) to perform all necessary actions relating to implementation of approved decisions by the extraordinary shareholders meeting and to sign changed articles of association.”
This change of authorized capital does not affect the Company's financial results or solvency.
The General Director
Mindaugas Sologubas
Phone: +370 315 56206
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