The Annual General Meeting (hereinafter - the Meeting) of AB "Linas Agro Group" (hereinafter - the Company) was held on 31 October 2018.
The total number of the Company's shares is 158,940,398, the number of shares granting voting rights is 158,165,426, and the own shares in amount of 774,972 acquired by the Company do not grant voting rights.
In total 13 Company's shareholders, who owned shares of the Company at the end of the Accounting day of the Meeting (24 October 2018), participated in the Meeting having 134,181,883 share votes, which amounted to 84.84 percent of the total number of the Company's share votes.
4 (four) duly filled General Voting Ballots were presented to the Meeting.
The quorum existed.
Decisions of the Meeting:
- Presentation of the Company's Audit Committee Activity Report.
Decision: Presented (enclosed). No voting.
- Presentation of the independent auditors' report.
Decision: Presented (enclosed). No voting.
- Presentation of the Consolidated Annual Report of the Company for the financial year 2017/2018.
Decision: Presented (enclosed). No voting.
- Approval of the consolidated and the Company's set of financial statements for the financial year ended 30 June, 2018.
Decision: Approve the consolidated and the Company's set of financial statements for the financial year ended 30 June, 2018 (enclosed).
Results of voting:
FOR - 134,181,883 votes (including 128,835,182 share votes of shareholders who voted in advance).
AGAINST - no votes.
DID NOT VOTE - no votes.
- Acquisition of own shares by the Company.
Decision. To acquire the Company's own shares under the following conditions:
- The purpose of acquisition of own shares is to maintain and increase the price of the Company's shares;
- The maximum number of the shares permitted for acquisition - up to 5 (five) percent of all Company's shares;
- The time limit within which the Company may acquire its own shares is 18 months from approval of the present decision;
- The maximum purchase price per one share is EUR 0.868, and minimum purchase price per one share is EUR 0.29;
- When selling own shares it should be established equal opportunities for all shareholders to acquire the Company's shares. Minimal sales price per share of the treasury shares is equal to the price at which the shares were purchased. The Company may cancel purchased own shares;
- To authorize the Board of the Company to organize purchase and sales of the own shares, establish an order for purchase and sales of the own shares, time, as well as their price and number, also complete all other related actions pursuing the decision and requirements of the Law on Companies of the Republic of Lithuania.
Results of voting:
FOR - 134,181,883 votes (including 128,835,182 share votes of shareholders who voted in advance).
AGAINST - no votes.
DID NOT VOTE - no votes.
- Formation of the reserve to acquire own shares.
Decision: To form the reserve in amount of EUR 5,000,000 (five million euros) of the own share acquisition.
Results of voting:
FOR - 134,181,883 votes (including 128,835,182 share votes of shareholders who voted in advance).
AGAINST - no votes.
DID NOT VOTE - no votes.
- Approval of the Distribution of the Company's Profit.
Decision: Approve the Distribution of the Company's Profit:
| 1) | Retained earnings - profit (loss) of the previous financial year at the end of the accounting financial year | EUR 33,573,646 |
| 2) | Net profit (loss) of the financial year | EUR 3,837,482 |
| 3) | The profit (loss) of the accounting financial year not recognized in the profit (loss) account | - |
| 4) | The transfers from the reserves | EUR 400,655 |
| 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 37,811,783 |
| 7) | The part of the profit allocated to the legal reserve | EUR 192,000 |
| 8) | The part of the profit allocated to the reserve of the own share acquisition | EUR 5,000,000 |
| 9) | The part of the profit allocated to the reserve of shares issue | - |
| 10) | The part of the profit allocated to the other reserves | - |
| 11) | The part of the profit allocated for the payment of dividends* | EUR 2,926,097 |
| 12) | The part of the profit allocated for payment of annual bonuses to the Board, employees and other purposes | EUR 748,000 |
| 13) | Retained earnings - profit at the end of the financial year carried forward to the next financial year | EUR 28,945,686 |
* allocate EUR 2,926,097, for the dividend payment for the financial year ended on 30 June, 2018, which makes EUR 0.0185 with taxes per one share of the Company (calculated excluding own shares acquired by the Company).
Results of voting:
FOR - 134,181,883 votes (including 128,835,182 share votes of shareholders who voted in advance).
AGAINST - no votes.
DID NOT VOTE - no votes.
- Election of the Company's auditor for the financial year 2018/2019 of the Company and establishment of the payment for the services.
Decision:
8.1. Elect Auditor of the Company "ERNST & YOUNG BALTIC" (code 110878442, address Subaciaus St. 7, Vilnius, Lithuania);
8.2. Establish the payment for services not more than EUR 30,000.00 (thirty thousand euro) (VAT excluded) for the audit of the Company's and consolidated financial statements for the financial year 2018/2019;
8.3. Entrust the Managing Director of the Company to conclude and sign the agreement with elected Auditor.
Results of voting:
FOR - 134,181,883 votes (including 128,835,182 share votes of shareholders who voted in advance).
AGAINST - no votes.
DID NOT VOTE - no votes.
- Change Rules for shares issue.
Decision:
9.1. To change AB Linas Agro Group Rules for share issue and approve it's new wording (enclosed);
9.2. To authorize the Head of the Company to ensure proper implementation of the Rules for shares issue.
Results of voting:
FOR - 134,181,883 votes (including 128,835,182 share votes of shareholders who voted in advance).
AGAINST - no votes.
DID NOT VOTE - no votes.
- Election Members of the Audit Committee of the Company and approval of the Regulations of the Audit Committee.
Decision:
10.1. To approve the Regulations of the Audit Committee (enclosed);
10.2. To elect members of the Audit Committee of the Company for new term of office of 4 (four) years:
- 1) ___ (independent member);
- 2) ___ (independent member);
- 3) ___.
10.3. To set the annual salary to each member of the Audit Committee: EUR 800 (eight hundred euros) to the Chairman of the Audit Committee, and EUR 600 (six hundred euros) to the member of the Audit Committee.
The Board of the Company has proposed to elect to the Audit Committee of the Company:
- Agne Preidyte (independent member);
- Andrius Drazdys (independent member);
- Irma Antanaitiene.
The Company has not received any other proposed nominees to the Audit Committee of the Company.
Results of voting:
FOR - 134,181,883 votes (including 128,835,182 share votes of shareholders who voted in advance).
AGAINST - no votes.
DID NOT VOTE - no votes.
CFO
Tomas Tumenas
+370 45 507393
t.tumenas@linasagro.lt
Attachments
- 2018-10-31_AGM_Linas_Agro_Group (https://prlibrary-eu.nasdaq.com/Resource/Download/1cbab4c0-ac50-400b-a69a-87ba11b574b0)
- CV_Agne Preidyte_(EN) (https://prlibrary-eu.nasdaq.com/Resource/Download/7536dff7-1007-4108-9060-a17fda1a14e0)
- CV_Andrius_Drazdys_EN (https://prlibrary-eu.nasdaq.com/Resource/Download/1bbc3cfe-2365-41b3-89e8-e1dbc3949e78)
- CV_Irma Antanaitiene_EN (https://prlibrary-eu.nasdaq.com/Resource/Download/8ee4c4f7-9981-4ce1-a374-77c444066913)
- LNA audito komiteto nuostatai-Audit Committee Regulations_final (https://prlibrary-eu.nasdaq.com/Resource/Download/e9e449e1-c8ce-4a63-87aa-c73ef444aa36)
- LNA_2017-2018_Audit_committee_activity_report (https://prlibrary-eu.nasdaq.com/Resource/Download/768b9c99-62b8-4277-bd3c-84b2226319bc)
- LNA_2017-2018_Confirmation_of_Responsible_Persons (https://prlibrary-eu.nasdaq.com/Resource/Download/204018d5-dde8-4926-b58e-e05ce1e8693f)
- LNA_2017-2018_Consolidated_Annual_Report_Compliance_with_Corporate_GC (https://prlibrary-eu.nasdaq.com/Resource/Download/2cf0af4e-8e6b-4d27-aca7-6059532bf903)
- LNA_2017-2018_IFRS_EN (https://prlibrary-eu.nasdaq.com/Resource/Download/04565fd1-e137-4c8c-b9e0-35d9d6396baf)
- Taisykles_Rules_LNA 2018-10-31 final (https://prlibrary-eu.nasdaq.com/Resource/Download/c9ad4cbb-fa05-4d01-aba9-a870672cb076)
