Resolutions of the General Meeting of shareholders of Rokiskio suris AB held on 28 April 2023
Resolutions approved by the 28 April 2023 General Meeting of shareholders of Rokiskio suris AB (hereinafter – the Company):
1. Auditor’s findings regarding the consolidated financial reports and annual report.
Debriefed. (No decision is taken on this item of the agenda).
2. The Audit Committee report.
To endorse the report of the Audit Committee (attached).
3. The Company’s consolidated annual report for the year 2022.
Debriefed with the Company’s consolidated annual report for the year 2022 which is prepared by the Company, assessed by the Auditor and approved by the Board of Directors. (No decision is taken on this item on the agenda).
4. Approval of the consolidated and company’s financial accounting for the year 2022.
To approve the audited consolidated and company’s financial statements for the year 2022 (attached).
5. Allocation of the profit (loss) of the Company of 2022.
To approve the following profit (loss) distribution of the Company of year 2022:
| Title | kEUR | |
| 1. | Non-distributed profit (loss) at beginning of year | 73,605 |
| 2. | Approved by shareholders dividends related to the year 2021 | (3,501) |
| 3. | Transfers from other reserves | 1,197 |
| 4. | Other comprehensive income for the year | (143) |
| 5. | Non-distributed profit (loss) at beginning of year after dividend payout and transfer to reserves | 71,158 |
| 6. | Net profit (loss) of the Company of fiscal year | 13,328 |
| 7. | Distributable profit (loss) of the Company | 84,486 |
| 8. | Profit share for mandatory reserve | - |
| 9. | Profit share for other reserves | - |
| 10. | Profit share for dividend payout * | (5,251) |
| 11. | Profit share for annual payments (tantiemes) to the Board of Directors, employee bonuses and other as accounted by Profit (loss) statement | 30 |
| 12. | Non-distributed profit (loss) at end of year transferred to the next fiscal year | 79,235 |
*it will be allocated 0.15 eur per ordinary registered share. In total to the dividends payout EUR 5,251,004.40.
Persons entitled to receive dividends are those who are actual shareholders of the Company at the end of the tenth day after approval of the resolution for dividend pay-out by the general meeting of shareholders (shareholders proprietary right accounting day), i. e. May 15, 2023.
6. Approval of the Company’s Remuneration Report
To approve the company's Remuneration Report for 2022, which is a part of AB Rokiškio sūris 2022 annual report (attached).
7. Regarding purchase of own shares.
The Company’s shares shall be acquired under the following conditions:
7.1. Purpose of acquisition of own shares – maintain and increase the price of the company’s shares.
7.2. Maximal number of the shares to be purchased – total value of the Company’s treasury shares including the nominal value of already owned shares may not exceed 1/10 of the Company’s Authorized Capital.
7.3. Period during which the company may purchase own shares – 18 months from the approval of resolution.
7.4. Maximal and minimal purchase price per share – maximal purchase price per share is higher by 10 per cent compared to the Company’s share market price at Nasdaq Vilnius Stock Exchange at the time of the resolution’s approval by the Board of Directors in regard with the treasury share acquisition, and the minimal purchase price per share is lower by 10 per cent compared to the Company’s share market price at Nasdaq Vilnius Stock Exchange at the time of the resolution’s approval by the Board of Directors in regard with the treasury share acquisition.
7.5. Procedure of selling the treasury shares and minimal sales price – The Company’s treasury shares might be cancelled upon a resolution of the general meeting of shareholders or sold under a resolution of the Board of Directors provided the minimal sales price is equal to the acquisition price, and the procedure will ensure equal opportunities for all shareholders to acquire the company’s shares.
7.6. Following the conditions set herewith and the requirements of the Law on Companies of the Republic of Lithuania, to authorize the Board of Directors to accept resolutions regarding purchase of the Company’s own shares, 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.
The company has accumulated a reserve of kEUR 10,850 for acquisition of treasury shares.
The decision of the General Meeting of Shareholders of April 29, 2022 regarding the acquisition of own shares shall become invalid as of the date of adoption of this resolution.
8. Election of the Company’s auditor and establishment of payment conditions.
8.1. The audit firm BDO auditas ir apskaita, UAB, legal entity code 135273426, registered office address: 66, K.Baršausko g., Kaunas, is elected to perform the audit of the annual consolidated financial statements of AB "Rokiškio sūris" Group and the Parent Company for the years 2023 and 2024, and the evaluation of the consolidated annual report for the years 2023 and 2024.
8.2 CEO of the Company is authorised to enter into an audit services agreement for the services at a price agreed between the parties, but not exceeding EUR 70,500 (seventy thousand five hundred euro) per annum, excluding VAT, for the audit of the annual consolidated financial statements of the AB Rokiškio sūris Group and the Parent Company.
Dalius Trumpa
CEO
Teleph.: +370 458 55200
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