Draft Resolutions suggested by the Board of AB “Linas” for the Annual General Meeting of Shareholders to be held on 30 April 2019:
1. Audit conclusion regarding the consolidated and Company’s Annual Financial Accountability and Annual Report of year 2018.
Project of resolution: to pay attention to the auditor’s conclusions confirming AB “Linas” consolidated and Company’s financial accountability of year 2018 and to agree to the consolidated annual report of the company of year 2018.
2. Confirmation of consolidated and company’s annual financial accountability of year 2018 and presentation of consolidated annual report.
Project of resolution: to confirm AB “Linas” consolidated and company’s annual financial accountability and to agree to consolidated annual report of year 2018.
3. Company’s profit (loss) allocation of year 2018.
Project of resolution: to confirm AB “Linas” profit (loss) allocation:
1) retained loss of the previous financial year at the end of the accounting year – 29 459 EUR;
2) net profit of the accounting year 891 998 EUR;
3) profit (loss) of the accounting financial year unrecognized in the statement of comprehensive income - 0 EUR;
4) transfers from mandatory reserve 0 EUR;
5) transfers from reserve for business projects 0 EUR;
6) transfers from reserve for the support 0 EUR;
7) transfers from profit for dividend paying 0 EUR;
8) shareholders contributions to cover company’s loses 0 EUR;
9) allocated loss totally 862 539 EUR;
10) share of profit set for the mandatory reserve 44 600 EUR;
11) share of profit set for the reserve for purchase of own shares 264 429 EUR;
12) share of profit set to other reserves 0 EUR;
13) share of profit set for dividend paying 0 EUR;
14) share of profit set for annual allowances (bonuses) for the members of the board, for the employees premiums and other purposes 0 EUR;
15) retained loss at the end of the financial year transferred to the next financial year 553 510 EUR.
4. Purchase of the Company’s own shares.
Project of resolution:
- The Company shall purchase own shares. Maximal number of shares to be acquired: Total nominal value of the treasury shares owned by the Company cannot exceed 1/10 of the Company’s Authorized Capital.
- Purpose of acquisition of own shares: Maintain and increase the price of the Company’s shares.
- Period during which the Company may purchase own shares: 18 months from the day of approval the resolution.
- Maximal and minimal purchase price per share: Maximal purchase price per share shall be settled at 10 per cent higher from the market price of the Company’s shares at the Nasdaq Vilnius Stock Exchange on the date when the resolution to start purchasing own shares is adopted by the Board of Directors, and the minimal purchase price per share shall be settled at 10 per cent lower from the market price of the Company’s shares at the Nasdaq Vilnius Stock Exchange on the date when the resolution to start purchasing own shares is adopted by the Board of Directors.
- The procedure of selling of own shares and minimal sales price: The treasury shares acquired by the Company may be annulled or sold on condition that the minimal sales price of shares will be equal to the price of acquisition, and the selling procedure will ensure equal opportunities for all shareholders to acquire the Company’s shares.
- Following the conditions set by this Resolution and the requirements of the Law on Public Limited Liabilities Companies of the Republic of Lithuania, the Board of Directors of the Company is authorized to adopt resolutions in regards with the purchase of the Company’s shares, organize the purchase and sales of the own shares, establish a procedure and time for purchase and sales of the own shares, as well as their price and number, and also complete all other related actions.
5. Election of the member of Audit Committee and approval of the salary of the members of the Audit Committee.
Project of decision: to propose to elect Ana Siriene as a member of the Company's Audit Committee.
To determine hourly rate for an independent member of the Audit Committee is limited to a maximum of 62.50 Eur (sixty-five euros and fifty cents) (before tax) for the actual activity of an independent member of the Audit Committee.
Determine that the monthly fee for a member of the Audit Committee is limited to a maximum of 1 500 Eur (one thousand five hundred euros) (before tax).
AB “Linas” Head of finance dept.
Egidijus Mikeliunas
Tel.: +370 45 506100
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