Resolutions of the General Meeting of Shareholders of the Rokiskio suris
1. Auditor’s findings regarding the consolidated financial reports and annual report.
Debriefed.
2. The Audit Committee report.
Resolution:
To endorse the report of the Audit Committee.
3. The Company’s consolidated annual report for the year 2014.
Debriefed with the consolidated annual report for the year 2014 of AB Roki?kio s?ris.
4. Approval of the company’s consolidated financial accounting for the year 2014.
Resolution:
To approve the consolidated financial reports for the year 2014.
5. Allocation of the profit (loss) of the Company of 2014.
Resolution:
To approve allocation of the profit (loss) of the Company of 2014.
thou LTL thou EUR
| 1. | Non-distributable profit at beginning of year | 168,820 | 48,894 |
| 2. | Approved by shareholders dividends related to the year 2013 | (3,507) | (1,016) |
| 3. | Transfers from other reserves | 13,336 | 3,862 |
| 4. | Non-distributable profit at beginning of year after dividend payout and transfer to reserves | 178,649 | 51,740 |
| 5. | Net profit (loss) of fiscal year for Company | (21,154) | (6,127) |
| 6. | Distributable profit : | 157,495 | 45,614 |
| 7. | Profit share for mandatory reserve | - | - |
| 8. | Profit share for other reserves | - | - |
| 9. | Profit share for dividend payout | - | - |
| 10. | Profit share for annual payments (tantiemes) to the Board of Directors | - | - |
| 11. | Profit share for employee bonuses and other | - | - |
| 12. | Non-distributable profit at end of year | 157,495 | 45,614 |
6. Redenomination of Litas into Euros of the Company’s Authorised Capital and of Nominal Value of Securities
Resolution:
According to Republic of Lithuania Law on Euro Adoption, Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies, and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law on Limited Liability Companies the par value of one AB Rokiskio suris share will be changed from LTL 1 (one) to EUR 0.29 (twenty nine hundredth) and the Company’s Authorised Capital will accordingly be set at EUR 10,401,711.30 (ten million four hundred one thousand seven hundred eleven euros 30 ct) divided into 35,867,970 (thirty five million eight hundred sixty seven thousand nine hundred seventy) ordinary registered shares.
7. Approval of new wording of the Company’s Articles of Association.
Resolution:
To approve the new wording of the Company’s Articles of Association pursuing the adopted resolution to redenominate Litas into the Euro of the Company’s Authorised Capital and of Nominal Value of Securities, and in regards with amendments of Republic of Lithuania Law on Public Limited Liability Companies as well as other drafted amendments of the Articles of Association.
To authorize the Company’s CEO Antanas Trumpa to sign the new wording of the Articles of Association of AB Roki?kio s?ris.
8. Election of the Company’s auditor and establishment of payment conditions.
Resolution :
To elect an audit company UAB PricewaterhouseCoopers to perform an audit of annual consolidated financial statements and evaluation of the annual report of the Group of AB Rokiskio suris and the Parent Company. Remuneration for the audit shall be identified by the Board of Directors. The Company’s manager is authorized to sign an agreement with the audit company.
9. Regarding purchase of own shares.
Resolution:
1). To purchase up to 10 per cent of own shares.
2). Purpose of acquisition of own shares – maintain and increase the price of the company’s shares.
3). Period during which the company may purchase own shares - 18 months from the approval of resolution.
4). Maximal purchase price per share set as – EUR 3,475 minimal purchase price per share is set equally to nominal value of share – EUR 0,290.
5). Minimal sales price per share of the treasury shares is equal to the price at which the shares were purchased.
When selling treasury shares it should be established equal opportunities for all shareholders to acquire the company’s shares. Also, it shall be provided the opportunity to annul treasury shares.
6). To authorize the Board of Directors to organize purchase and sales of the own shares, establish an order for purchase and sales of the own shares, as well as their price and number, and also complete all other related actions pursuing the resolutions and requirements of the Law on Joint Stock Companies.
10. Regarding compounding the reserve to acquire own shares.
Resolution:
Reserve for acquisition of own shares accumulated amounts up to EUR 11,668 thousand.
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