Draft decisions of the Annual General Meeting of Shareholders to be held on 28 April 2021
ANNEX No 4 TO THE DECISION No 20-06 OF 14-04-2021 OF THE BOARD OF UTENOS TRIKOTAŽAS
Draft decisions proposed by the Board of AB Utenos Trikotažas on the issues included in the agenda of the ordinary general meeting of shareholders:
1. Consolidated annual report of the company.
A consolidated annual report of the company for 2020, drawn up by the company, was presented, assessed by the auditor and approved by the Board.
No decision is to be made on this matter.
2. Independent auditor’s report concerning the financial statements of the company and consolidated financial statements, and annual report.
Auditor’s conclusions concerning the Company’s and consolidated financial statements for 2020 and consolidated annual report were presented.
No decision is to be made on this matter.
3. Approval of the financial statements of the company and consolidated financial statements for 2020.
To approve the financial statements of the company and consolidated financial statements for 2020.
4. Allocation of profit (loss) of the company for 2020.
The company’s profit (loss) is to be allocated in accordance with the profit (loss) allocation project proposed by the Board of the company to the ordinary general meeting of shareholders (enclosed).
5. Increase of the number of Board members; amendment of other provisions of the company’s bylaws.
The number of the company’s Board members is to be increased from 4 (four) to 6 (six); other provisions of the company’s bylaws are to be amended and the bylaws are to be set forth in new wording (enclosed).
6. Board election for the new term of office and establishment of remuneration for the Board members.
- For the new term of office, Board of the company is to be elected comprising the following 5 members:
- Dovilė Tamoševičienė;
- Vytautas Vaškys;
- Auksė Žukauskienė;
- Nortautas Luopas (independent member);
- Artūras Užgalis (independent member).
- The sixth Board member is not to be elected at this meeting of shareholders.
- Considering the fact that a decision to amend the company’s bylaws was made in the present ordinary general meeting of shareholders, including, inter alia, the increase of the number of Board from 4 to 6, it is to be established that the newly elected member, i. e. Artūras Užgalis, shall commence his activities as of the date of registration of the amended bylaws at the Register of Legal Entities. The remaining members of the Board shall commence their activities upon the conclusion of the general meeting of shareholders of the company that elected them.
- To establish that the independent members of the Board of the Company shall be paid a remuneration for the activities of a member of the Board that meets the following conditions:
- hourly wage not exceeding 80 EUR / hour. (after taxes);
- the monthly remuneration does not exceed EUR 2000 (after tax);
- the minimum number of hours per quarter for which the Company pays independent members of the Board for activities on the Board is 10 hours. The contract with the independent board member may stipulate that no minimum number of hours is set.
- To instruct the Board of the Company to establish the procedure for calculation and payment of remuneration to independent members of the Board of the Company and to approve the form of the agreement on the activities of a member of the Board of the Company.
- Concerning the conclusion of the contract with an audit company and approval of the payment terms for audit services.
Elect KPMG Baltics, UAB to be the auditor of AB Utenos trikotažas for the audit of the set of financial statements for the years 2021 – 2023 (with a possibility to extend a contract for the year 2024). Determine that the remuneration for the audit is as follows: in the first year - EUR 33,300 plus VAT, in the second year - EUR 34,800 plus VAT, in the third year - EUR 35,500 plus VAT, in the fourth year (if the contract is extended) - EUR 35,500 plus VAT.
Additional information is available from Živilė Jonaitytė, Finance Director, tel. No. +370 686 5193.
Petras Jašinskas, Managing Director of AB Utenos trikotažas