| The Extraordinary General Meeting of AB Avia Solutions Group (code 302541648, registered address at Smolensko str. 10A, LT-03201 Vilnius, Lithuania, hereinafter, the “Company") Shareholders will be held at the headquarters of the Company, Smolensko str. 10A, LT-03201 Vilnius, Lithuania, at 10.00 a.m. on 24 September 2014. Registration will take place from 9.00 till 9.50. The meeting is convened by initiative of the Board and following the decision of the Board adopted on 2 September 2014. The General Meeting of Shareholders record day is 17 September 2014. Proposed Agenda: 1. Increase of the authorized capital of the Company with additional monetary contributions; 2. Withdrawal of the pre-emptive right of the Company’s shareholders to acquire newly issued shares of the Company and granting of the right to acquire newly issued shares of the Company; 3. Admission of the new shares of the Company to trading on the regulated market of the Warsaw Stock Exchange and granting of authorisations to the Board of the Company to execute all the actions in connection therewith; 4. Decrease of the number of the Supervisory Council members of the Company; 5. Recall of Mr. Vladas Bagavièius from the members of the Supervisory Council of the Company; 6. Amendments to the Articles of Association of the Company and approval of the new wording of Articles of Association; authorization of the General Manager of the Company. The total number of the Company’s shares of 1 Litas par value each and the number of shares granting voting rights during the General Meeting of Shareholders is the same and amounts to 6,058,333. ISIN code of the Company’s shares is LT0000128381. Shareholders who at the end of the General Meeting of Shareholders record day (i.e. 17 September 2014), will be shareholders of the Company shall have a right to participate and vote at the General Meeting of Shareholders personally or by proxy, or to be represented by the person with whom an agreement on the transfer of voting rights is concluded. Shareholders of the Company that will hold the shares through securities accounts maintained by the participants of the National Depositary for Securities in Poland will be given the opportunity to participate in and vote at the General Meeting of Shareholders, either by proxy or personally, by requesting the participant of the National Depositary for Securities (i.e. brokerage firm where the shareholder holds its shares), to register him/her for the General Meeting of Shareholders. This request should be submitted before or on the General Meeting of Shareholders record date. A person attending the General Meeting of Shareholders and having a voting right must bring with him/her a person’s identification document. A person who is not a shareholder must additionally produce a document confirming his/her right to vote at the General Meeting of Shareholders. Each shareholder shall have a right, in the manner established by the Law, to authorise another (natural or legal) person on his/her behalf to attend and vote at the General Meeting of Shareholders. At the General Meeting of Shareholders, an authorised person shall have the same rights as would be held by the shareholder or shareholders represented by him/her, unless the authorized person’s rights are limited by the power of attorney or by the Law. The authorised person must provide a power of attorney certified in the manner established by the Law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by the Law. The Company does not establish special form of power of attorney. Shareholder shall have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the meeting on shareholder’s behalf. Such authorization shall not be approved by the notary public. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail [email protected] no later than until the last business day before the meeting at 12.00 p.m. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the Company shall be signed with the electronic signature but not the letter sent via e-mail. By submitting the notification to the Company the shareholder shall include the internet address from which it would be possible to download free of charge software to verify an electronic signature of the shareholder. A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the General Voting Ballot. The sample of General Voting Ballot is provided on the Company’s website at www.aviasg.com under the heading Investor Relations. The General Voting Ballot, duly filled in and signed by the shareholder or a person, having a voting right, and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the General Meeting of Shareholders by sending them by registered mail to AB Avia Solutions Group, Smolensko str. 10, Vilnius, Lithuania. The Company is not providing the possibility to attend and vote at the General Meeting of Shareholders through electronic means of communication. The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the General Meeting of Shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the General Meeting of Shareholders shall be presented. Proposal to supplement the agenda must be presented in writing by sending it by registered mail to AB Avia Solutions Group, Smolensko str. 10, Vilnius, Lithuania. The agenda will be supplemented if the proposal is received not later than 14 days before the General Meeting of Shareholders. The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the General Meeting of Shareholders. The proposed draft decisions at any time before the General Meeting of Shareholders must be presented in writing by sending them by registered mail to AB Avia Solutions Group, Smolensko str. 10, Vilnius, Lithuania. The shareholders shall also be entitled to propose draft resolutions on the agenda issues of the General Meeting of Shareholders in writing during the Meeting. The shareholders shall have the right to present questions related to the agenda issues of the General Meeting of Shareholders to the Company in advance in writing, by providing the shareholder’s (natural or legal person’s) personal identification number, the natural persons consent to process personal data – personal identification number, in the letter and by sending it by registered mail. The Company undertakes to respond if the questions are received not later than 3 business days before the General Meeting of Shareholders. Responses of a general character shall be posted on the Company’s website www.aviasg.com under the heading Investor Relations. The Company will not respond personally to the shareholder if the respective information is posted on the Company’s website. The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, and other documents to be submitted to the General Meeting of Shareholders as well as to get information regarding execution of the shareholders’ rights at the headquarters of AB Avia Solutions Group, Smolensko str. 10, Vilnius, Lithuania, or on the Company’s website at www.aviasg.com under the heading Investor Relations. Additional information is provided on the website www.aviasg.com. Annexes: 1. Draft resolutions of the general meeting of shareholders; 2. General Voting Ballot of the general meeting of shareholders; 3. Notice of the Board to the general meeting of shareholders; 4. New wording of the Articles of Association. Source of information: Warsaw Stock Exchange AB Avia Solutions Group Chief Financial Officer Aurimas Sanikovas | |
