Decisions of the Annual General Meeting of shareholders of AB Linas Agro Group held on 27 October 2023
27 Ottobre 2023 - 12:40PM
Decisions of the Annual General Meeting of shareholders of AB Linas
Agro Group held on 27 October 2023
The Annual General Meeting (hereinafter – the
Meeting) of AB Linas Agro Group (hereinafter – the Company) was
held on 27 October 2023.The total number of the Company’s shares is
161,085,933, the number of shares granting voting rights is
160,350,961, and the own shares in amount of 734,972 acquired by
the Company do not grant voting rights.In total 27 Company’s
shareholders, who owned shares of the Company at the end of the
Accounting day of the Meeting (20 October 2023), participated in
the Meeting having 139,595,132 share votes, which amounted to 87.06
percent of the total number of the Company’s share votes. 26 duly
filled General Voting Ballots were presented before the Meeting.The
Board member and CFO of the Company Mažvydas Šileika, deputizing
Company’s CEO, participated in the Meeting.The quorum
existed.Decisions of the
Meeting: 1. Presentation
of the Company’s Audit Committee Activity Report.Presented
(enclosed). No
voting. 2. Presentation
of the independent auditors’ report.Presented (enclosed).
No
voting. 3. Presentation
of the Consolidated Annual Report of the Company for the financial
year 2022/2023.Presented (enclosed). No
voting. 4. Approval
of the Company’s Remuneration Report.Approve the Company’s
Remuneration Report (enclosed). Results of voting:FOR – 139,595,132
votes (including 139,593,572 share votes of shareholders who voted
in advance).AGAINST – 0.DID NOT VOTE –
0 5. Approval
of the consolidated and the Company’s set of financial statements
for the financial year ended 30 June, 2023.Approve the
consolidated and the Company‘s set of financial statements for the
financial year ended 30 June, 2023 (enclosed).Results of voting:FOR
– 139,595,132 votes (including 139,593,572 share votes of
shareholders who voted in advance).AGAINST – 0.DID NOT VOTE –
0 6. Approval
of the Distribution of the Company’s Profit (Loss).Approve
the Distribution of the Company’s Profit (Loss):
| 1) |
Retained earnings – profit (loss) of the previous financial
year at the end of the accounting financial year |
EUR 45,829,293 |
| 2) |
Net profit (loss) of the financial year |
EUR 4 965 178 |
| 3) |
The profit (loss) of the accounting financial year not
recognized in the profit (loss) account |
- |
| 4) |
The transfers from the reserves |
EUR 528,331 |
| 5) |
The shareholder‘s contributions to cover the losses of the
Company (if shareholders decided to cover all or part of
losses) |
- |
| 6) |
The total profit (loss) available for appropriation |
EUR 51,322,802 |
| 7) |
The part of the profit allocated to the legal reserve |
EUR 153,160 |
| 8) |
The part of the profit allocated to the reserve of the own
share acquisition |
- |
| 9) |
The part of the profit allocated to the reserve of shares
issue |
EUR 501,217 |
| 10) |
The part of the profit allocated to the other reserves |
- |
| 11) |
The part of the profit allocated for the payment of
dividends |
EUR 4,169,125* |
| 12) |
The part of the profit allocated for payment of annual bonuses
to the Board, employees and other purposes |
- |
| 13) |
Retained earnings – profit at the end of the financial year
carried forward to the next financial year |
EUR 46,499,300 |
* Dividends in amount of EUR 4,169,125 are
allocated for the financial year ended on 30 June, 2023, which
consist EUR 0.026 with taxes per one share of the Company
(calculated without own shares acquired by the Company).Results of
voting:FOR – 139,595,132 votes (including 139,593,572 share votes
of shareholders who voted in advance).AGAINST – 0.DID NOT VOTE –
0 7. Increase
of the Company‘s share capital.7.1. In accordance with
provisions of AB Linas Agro Group rules for shares issue, to
increase the share capital of the Company from EUR 46,714,920.57 up
to EUR 48,479,439.49, by issuing 6,084,548 new ordinary registered
book-entry shares with the par value of EUR 0.29 and issue price of
691,535 shares equal to EUR 0.705, and issue price of
5,393,013 shares equal to EUR 0,58, issued for the purpose of
granting shares of the Company free of charge to the employees
and/or members of the Company’s corporate bodies (the New Shares).
7.2. Establish that the total issue price of all New Shares equals
to EUR 3,615,479.72 of which EUR 1,764,518.92 shall be
the nominal value of the New Shares and EUR 1,850,960.80 shall
be the share premium.7.3. Establish that the New Shares are granted
free of charge and they are paid by the Company from the reserve
set up by the Company for shares issue.7.4. Establish that right to
subscribe and acquire the New Shares free of charge shall be
granted to the employees and/or members of the corporate bodies of
the Company who have concluded the Share Option Agreement of the
Company in 2018 and in 2020 and accordingly in 2023 have submitted
notice to the Company regarding the use of the option (the Option
Holders). The list of Option Holders, who are entitled to acquire
the New Shares is not published in order to ensure the protection
of personal data.7.5. Establish that each Option Holder to whom a
right to subscribe for a certain number of the New Shares has been
granted shall be informed hereof by the Head of the Company upon
signing within 10 (ten) business days from the date of the
resolutions adopted by the Meeting. 7.6. Establish that the Option
Holders shall have a right to subscribe for a certain number of the
New Shares by concluding share subscription agreement with the
Company within 30 (thirty) days from the date of the resolutions
adopted by the Meeting. 7.7. If during the period for the
subscription of the New Shares not all the New Shares are
subscribed, the share capital of the Company may be increased by
the amount of the nominal values of the New Shares that have been
subscribed.7.8. Details of terms and conditions regarding the
payment by the Company for the New Shares shall be provided in the
share subscription agreement of the New Shares.7.9. Authorize
(including the power to delegate) the Chief Executive Officer of
the Company to sign share subscription agreements with the Option
Holders.7.10. Considering that the Company seeks to grant shares of
the Company free of charge to the employees and/or members of the
corporate bodies of the Company who have concluded the Share Option
Agreement of the Company and have submitted notice to the Company
regarding the use of the option, to revoke pre-emption right of all
shareholders of the Company to acquire the New Shares.Results of
voting:FOR – 139,595,132 votes (including 139,593,572 share votes
of shareholders who voted in advance).AGAINST – 0.DID NOT VOTE –
0 8. Changing
the name of the Company.Change the name of the Company
from AB Linas Agro Group to AB Akola Group.Results of voting:FOR –
139,595,132 votes (including 139,593,572 share votes of
shareholders who voted in advance).AGAINST – 0.DID NOT VOTE –
0 9. Approval
of a new wording of the Articles of Association of the
Company.9.1. Taking into account the changing name and
increase of the share capital of the Company, to amend the Articles
of Association of the Company and approve a new wording of the
Articles of Association (enclosed).9.2. Authorize (including the
power to delegate) the Chief Executive Officer of the Company to
announce the Register of Legal Entities of the Republic of
Lithuania about the decision to increase the share capital of the
Company, to sign the new wording of the Articles of Association of
the Company and to register them with the Register of Legal
Entities of the Republic of Lithuania pursuant to the procedure
under law, as well to perform other actions provided in the Law On
Securities of the Republic of Lithuania and other applicable laws,
and to sign other documents associated with the implementation of
the resolutions adopted herein.Results of voting:FOR – 139,595,132
votes (including 139,593,572 share votes of shareholders who voted
in advance).AGAINST – 0.DID NOT VOTE –
0 10. Election
of the Company’s Audit Committee member.Whereas the Audit
Committee member Irma Antanaitienė submitted notice of resignation
from the Audit Committee from 16 October, 2023, elect Arūnas
Bartusevičius, an independent member the Supervisory Board, as a
member of the Audit Committee of the Company until the end of
current term of the Audit Committee. Results of voting:FOR –
139,595,132 votes (including 139,593,572 share votes of
shareholders who voted in advance).AGAINST – 0.DID NOT VOTE –
0 11. Election
of the Company‘s audit firm and setting conditions for payment for
audit services.11.1. Elect UAB ERNST & YOUNG BALTIC
(code 110878442) as the audit firm of the Company for a period of 4
(four) years to perform audit of the consolidated and the Company’s
annual financial statements.11.2. Set a salary of EUR 72,000
(seventy two thousand euros), excluding VAT and additional
expenses, for the audit of the 2023/24 financial year. For the
audit of the financial year 2024/25, a salary of EUR 70,400
(seventy thousand four hundred euros) is set, excluding VAT and
additional expenses, and is recalculated using the annual
percentage change of the average gross salary of the financial and
insurance activities in the private sector published by the State
Data Agency. In each subsequent year, the salary is indexed by
taking the previous salary. The annual size of the index will be
fixed on June 30 of each year.11.3. Authorize (including the power
to delegate) the Chief Executive Officer of the Company to conclude
and sign an agreement with the elected audit firm on behalf of the
Company.Results of voting:FOR – 139,595,132 votes (including
139,593,572 share votes of shareholders who voted in
advance).AGAINST – 0.DID NOT VOTE – 0
Mažvydas Šileika
CFO of AB Linas Agro Group
Mob. +370 619 19 403
E-mail m.sileika@linasagro.lt
Attachments
Independent auditor’s report
The Company's set of Annual Financial Statements and the Annual
Report with Sustainability and Remuneration Reports
Articles of Association of AB Akola Group
CV of the new member of the Audit Committee
Audit Committee Activity Report
- Independent Auditor's Report
- The Company's set of Annual Financial Statements and Annual
Report with Sustainability and Remuneration Reports
- AB Akola Group Articles of Association
- CV of the new Member of the Audit Committee Arunas
Bartusevicius
- Audit Committee Activity Report 2022/2023
Grafico Azioni Akola Group Ab (LSE:0NSG)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Akola Group Ab (LSE:0NSG)
Storico
Da Apr 2023 a Apr 2024
