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
Attachments
