Last update: 23.07.2024 01:16 (GMT+3)

Lisco Baltic Service: Resolutions of the General Meeting

30.04.2003, DFDS LISCO, VLN
LISCO BALTIC SERVICE
MATERIAL EVENT

RESOLUTIONS OF THE GENERAL MEETING

(Unofficial translation done at the NSEL)

The General Meeting held on 29 April 2003 adopted the following resolutions:
approve the Board’s report on the company’s activity in the business year 2002,
elect KPMG Lietuva as the audit firm for 2003,
approve the audit conclusions, financial statements and profit (loss)
distribution for 2002 (the shareholders resolved not to pay dividend for the
business year 2002), elect O. Frie, P.G.Pedersen, C. Merrild, L.Brammer, and
G. Dominas as new members of the Board and permit them to take positions of
Board and/or Supervisory Board members in Boards and/or Supervisory Boards of
other companies, support the plans of the company’s Board and Administration
regarding acquisition of the ferry Dana Gloria at a market price (approx. USD
40 m) in accordance with the acquisition scheme and conditions to be approved
by the Board, support the plans of the company’s Administration regarding
sources of funding of the acquisition of the ferry and approve of the Board’s
decision to pledge the ferry in case it is necessary for the ferry’s
acquisition or funding of the acquisition.
The shareholders also resolved to grant LISCO BALTIC SERVICE AB the right to
acquire the company’s shares from the shareholders willing to sell their shares
in accordance with the procedure and conditions stipulated in the laws of the
Republic of Lithuania. Execution of such acquisition will have to be performed
by the Administration of the company in line with the Board’s instructions.
Maximum amount of shares available for acquisition, including shares that have
already been bought up by the company, may not be greater than 1/10 of the
company’s total ORS.
The company is given 18 months for the acquisition of its own shares starting
from the resolution’s adoption day. The minimum share acquisition price per
LTL 1 nominal value ORS of the company is 20% lower than the weighted average
of the prices of those shares on the CM of the National Stock Exchange during
the calendar week preceding the calendar week during which the sale transaction
is concluded.
The maximum share acquisition price per LTL 1 nominal value ORS of the company
is 20% higher than the weighted average of the prices of those shares on the
CM of the National Stock Exchange during the calendar week preceding the
calendar week during which the sale transaction is concluded.
The shareholders also resolved to approve the new Articles of Association of
the company complying with the Law on Companies of the Republic of Lithuania
Nr.VIII-1835 of 13 June 2000.


Martynas Jonkus
Specialist
(370 46) 393 631

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