FOR INVESTORS

Corporate governance

According to the Snaigė AB articles of association, the Company’s management bodies are:

  • The General Meeting of Shareholders.
  • The Company’s Management Board, which performs supervisory functions as provided for in the Republic of Lithuania Law on Companies. The Management Board is composed of five members and is elected for a four-year term.
  • The Company’s manager – the Managing Director.

The convening and competence of the General Meeting of Shareholders do not differ from the competence of the General Meeting of Shareholders and the procedure for convening it established in the Republic of Lithuania Law on Companies, except in cases where the Company’s Articles of Association provide otherwise.

The Company’s Management Board is elected and dismissed by the General Meeting of Shareholders, in accordance with the procedure regulated by the Republic of Lithuania’s Law on Companies. The Company’s Management Board has the right to make a decision to issue bonds. The Management Board is authorised to establish the committees provided for in the legislation in force in the Republic of Lithuania and other committees required for the Company’s operations, as well as to appoint members of the Management Board or other persons to these committees, and to approve the regulations of said committees. The competence of the Management Board in other matters does not differ

from the competence specified in the Republic of Lithuania’s Law on Companies.

 

The Company’s Management Board was elected in 2019 by the Annual General Meeting of Shareholders for a four-year term, until 2023
Aleksey Kovalchuk Chairman of the Snaigė AB Management Board
Konstantin Kovalchuk Member of the Snaigė AB Management Board
Anna Korneeva Member of the Snaigė AB Management Board
The Company’s manager
Mindaugas Sologubas, Snaigė AB Managing Director

Information for shareholders

The Snaigė AB ordinary registered shares have been listed on the AB Nasdaq Vilnius stock exchange Secondary List since 1 June 2009.

The Company’s authorised capital is EUR 10,301,822.70
Nominal value of one registered ordinary share is EUR 0.17

Security information:

ISIN: LT0000109274
Ticker: SNG1L
List/segment: BALTIC SECONDARY LIST
Issuer: Snaigė (SNG)
Nominal value: EUR 0.17
Total number of securities: 39,622,395
Number of listed securities: 39,622,395
Listing date: 14 April 1998

The Company’s largest shareholder –is Sekenora Holdings Limited, with a 91.1 per cent ownership interest. This is the only shareholder with 5 per cent or more of the Company’s shares and votes. Other shareholders hold 8.9 per cent of the shares.
At the last General Meeting of Shareholders held on 30 April 2020, the total number of Snaigė AB shareholders was:

SHARE TRADING

Information about the trade in Snaigė AB shares (ticker symbol – SNG) on the
Nasdaq Vilnius stock exchange is presented here.

MEETINGS

Decisions of the General Meeting of Shareholders adopted on the matters of competence of the General Meeting of Shareholders provided for in the Company’s Articles of Association are binding on the shareholders, the Management Board, the Company’s manager, and the other employees of the Company.

Shareholders who were shareholders of the Company at the end of the accounting day of the General Meeting of Shareholders have the right to participate in the General Meeting of Shareholders.

A person with voting rights who is attending a General Meeting of Shareholders must present an identity document. A person who is not a shareholder must present, in addition to an identity document, a document confirming the right to vote at the General Meeting of Shareholders.

The Republic of Lithuania’s Law on Companies stipulates that the Annual General Meeting of Shareholders must be held every year, within four months of the end of the previous financial year.

Shareholder meeting decisions:

  • 2020
  • 2019
  • 2018
  • 2017
  • 2016

ADDITIONAL INFORMATION

No relevant information

FINANCIAL INFORMATION AND DOCUMENTS

Meetings and additional information

2022 04 29

Resolutions of Snaigė AB the General Meeting of Shareholders

The General Meeting of shareholders of Snaige AB was held on 29 April 2022.

The following resolutions were made on the meeting:

1. Consolidated annual report of “Snaigė” AB on the company’s activity for 2021;
Taken for information the consolidated annual report of “Snaigė”, shareholders approved remuneration report;
2. Auditor’s conclusion on the company’s financial statements for 2021;
Taken for information the auditor’s conclusion on the company’s financial statements for 2021 year;
3. Approval of the set of financial statements of the company for 2021;
Approved the set of consolidated and the company’s financial statements for 2021 year;
4. Approval of distribution of profit (loss) of  “Snaigė” AB for 2021;
Approved the distribution of profit (loss) of “Snaigė” AB for 2021 year:

Article  EUR
Non-distributed profit (loss) at the end of the last financial year  (10 080 925)
Net result – profit (loss) of financial year  (2 018 571)
Profit (loss) for the reporting financial year not recognized in the income statement  845 784
Distributable result- profit (loss)  of financial year  (11 253 712)
Transfers from reserves:  673 581
For the acquisition of own shares
Transfers from mandatory reserve  673 581
Distributable profit  (10 580 131)
Distribution of profit  673 581
To reserve foreseen by law  673 581
Non-distributed result – profit (loss) at the end of financial year  (11 253 712)

Annex: Consolidated and separate financial statements of AB “Snaigė”, the annual report for 2021 year, independent auditor’s report and Social responsibility report.

Managing Director
Mindaugas Sologubas

Phone +370 315 56206

2021 10 18

Resolutions of the Extraordinary Meeting of AB „Snaigė“ shareholders

The Extraordinary General Meeting of shareholders of Snaige AB (further – the Company) was held on 15 October 2021.

Agenda questions were considered and decisions on the agenda questions were adopted on the Extraordinary General Meeting:

The agenda question: 1. The election the member of Board (instead of resigned) until the end of the term of office of the current Board;
The decision on 1 agenda question has not been made (no candidates for board members have been proposed).

The agenda question: 2. Election of the audit firm for auditing purposes of financial statements and establishment of terms regarding the payment for audit services;
The decision:  For auditing purposes of financial statements of 2021 and 2022 year to elect the audit firm Grant Thornton Baltic UAB.
To authorize (with the right to delegate) the Managing Director of the Company to sign the agreement with the audit firm by establishing the terms of payment (up to 25000 Eur per year + VAT) for the audit services and other terms.

The agenda question: 3. The approval of the Remuneration Policy;
The decision:  To approve the Remuneration Policy.
The annex: Remuneration Policy of AB “Snaigė“ approved by shareholders.

The agenda question: 4. The amendment of the Articles of association;
The decision:  Pursuant to Article 372 p. 1 p. 3 of the Law on Companies of the Republic of Lithuania to supplement the Articles of Association of AB Snaigė with criteria according to which it is determined that the transaction has a significant impact on the company, its finances, assets, liabilities and taking into account the decision to approve the remuneration policy made at this meeting to change article 6.3 of the Articles of Association and approve the amended Articles of Association.
New wording of article 6.3 of the Company’s Articles of Association:
“6.3 The General Meeting of Shareholders shall elect and remove the Board of the Company in compliance with the procedure prescribed by the Law on Companies.
The Board of the Company shall have the right to adopt a decision on issuing debentures.
The Board is authorized to establish committees provided in valid legal acts of Lithuanian Republic and other committees necessary for the activity of the Company, to appoint Board members or other persons to these committees and to approve regulations of such committees.
The Board carries supervision functions (indicated in article 34 p. 11 of the Law on Companies of the Republic).
The Board make resolutions regarding transactions with related parties, as provided by Law on Companies, where these transactions have a significant impact on the company, its finances, assets and liabilities. Transactions with related parties shall be considered to have a significant impact on the company, its finances, assets and liabilities, if the total value (the total value of one transaction or the total value of continuous transactions within one calendar year) of such a transaction exceeds 1/4 of the company’s authorized capital;
The Board’s powers with regard to other matters shall conform to the powers stipulated in the Law on Companies. Board members must keep the Company’s trade secrets, confidential information that they learned while being board members.
The working procedure of the Board shall be laid down in the rules of procedure of the Board.”
To authorize the manager of the company to sign changed Articles of association.
The annex: The wording of the articles of association with changed p. 6.3 approved by shareholders.

The General Director
Mindaugas Sologubas
Phone: +370 315 56206
AB Snaige atlygio politika_Remuneration policy
2021-10-15 neeilinio VAS balsavimo rezultatai
AB Snaige Istatai_Articles of association

Resolutions of Snaigė AB the General Meeting of Shareholders

The General Meeting of shareholders of Snaige AB was held on 30 April 2021.

Following resolutions were made on the meeting:

1.Consolidated annual report of “Snaigė” AB on the company’s activity for 2020;

Taken for information the consolidated annual report of “Snaigė”, shareholders approved remuneration report;

2.Auditor’s conclusion on the company’s financial statements for 2020;

Taken for information the auditor’s conclusion on the company’s financial statements for 2020 year;

3.Approval of the set of financial statements of the company for 2020;

Approved the set of consolidated and the company’s financial statements for 2020 year;

4.Approval of distribution of profit (loss) of  “Snaigė” AB for 2020;

Approved the distribution of profit (loss) of “Snaigė” AB for 2020 year:

 

Article

EUR
   
Non-distributed profit (loss) at the end of the last financial year (11 383 949)
Net result – profit (loss) of financial year 1 030 445
Distributable result- profit (loss)  of financial year (10 353 504)
Transfers from reserves: 946 161
For the acquisition of own shares ———–
Transfers from mandatory reserve 646 161
Distributable profit (9 407 343)
Distribution of profit 673 581
To reserve foreseen by law 673 581
Non-distributed result – profit (loss) at the end of financial year (10 080 924)

 

The addition: Consolidated and separate financial statements of AB “Snaigė”, the annual report for 2020 year and independent auditor’s report.

 

Managing Director

Mindaugas Sologubas

Phone +370 315 56206

11 February 2021

Resolutions of the Extraordinary Meeting of AB „Snaigė“ shareholders

The Extraordinary General Meeting of shareholders of Snaige AB (further – the Company) was held on 11 February 2021.

Decisions on the agenda questions were adopted on the Extraordinary General Meeting.

1. The agenda question: Delisting of shares of the Company from trading on the regulated market AB Nasdaq Vilnius and non-execution of public offering of shares of the Company
The decision:
“1.1. To initiate delisting of all the outstanding shares of the Company and to delist them from trading on the regulated market AB Nasdaq Vilnius as well as not to continue the public offering thereof.
1.2. To establish that the Company’s shareholders, who voted “for” the decision to delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius and not to continue the public offering of shares of the Company, will under the procedure set by legal acts submit the circular of the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius to the Bank of Lithuania for approval and will implement the indicated tender offer for the price, indicated in item 1.3 hereof. The tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius will be implemented by the Company’s shareholder SEKENORA HOLDINGS LIMITED for other Company’s shareholders having obtained this obligation, which will not express their will to implement thereof separately. During the effective term of this tender offer, the right, but not the obligation, to sell the shares will be vested in all the shareholders of the Company, except for the shareholders, who voted “for” the decision at the time of taking the decision to delist the shares of the Company from trading on AB Nasdaq Vilnius and not to continue the public offering of the shares of the Company.
1.3. The price of the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius will be set in accordance with item 1 of paragraph 1 of Article 29 of the Law of the Republic of Lithuania on Securities.”

2. The agenda question: Authorizing the manager of the Company
The decision:
“To authorise and oblige the Manager of the Company (General Manager) with the right to delegate, after the relevant Company’s shareholders shall implement the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius, to carry out necessary actions and to submit necessary documents to AB Nasdaq Vilnius on delisting of the shares of the Company from trading on this regulated market.”

Adopted decisions are related to planned delisting of shares of the Company from trading on AB Nasdaq Vilnius. The Company informs that only the controlling shareholder of the Company SEKENORA HOLDINGS LIMITED voted for the decision to delist the shares of the Company from trading on AB Nasdaq Vilnius. Consequently, this shareholder will have to submit and implement the tender offer, aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius following the order established in the legal acts. During the effective term of this tender offer, the right (not an obligation) to sell the shares will be vested in the shareholders of the Company, except for the shareholder, who voted “for” the decision at the time of taking the decision to delist the shares of the Company from trading on AB Nasdaq Vilnius (i.e. SEKENORA HOLDINGS LIMITED), as indicated in paragraph 7 of Article 33 of the Law of the Republic of Lithuania on Securities.
Consequently, after submitting the tender offer, the above indicated shareholders will be able at their sole discretion either to respond to it and sell their shares to SEKENORA HOLDINGS LIMITED, or not to respond and remain shareholders of the Company.

As the Company informed in its notification on material event on 20 January 2021 the Company itself will not sell or buy its shares during the official tender offer, nor will set offer price, but will only inform the public about the decisions made in accordance with the legal acts. The management of the Company equally represents the interests of all its shareholders in this process.

The price of the tender offer for Company’s shares will be set upon the above-mentioned shareholder submission the circular of the tender offer and its approval by the Bank of Lithuania in accordance with legal acts.

The delisting of the Company’s shares from trading on the regulated market of AB Nasdaq Vilnius does not and will not have any impact on the Company’s operations, results or its value. The Company does not intend to change its legal status and will continue to publish information about its activities in the media and on its website.

The General Director
Mindaugas Sologubas
Phone: +370 315 56206

Meetings and additional information

Material events

Material events 2021 – 2022

 

See more

Contact details for investors

Snaigė AB
Pramonės g. 6
LT-62175 Alytus
Tel.: +370 315 56206
Fax: +370 315 56207
E-mail: snaige@snaige.lt