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Considering that the General Shareholders Meeting of the Company (the Meeting) is being convened on 4 May 2021, the members of the Management Board have unanimously (3 votes cast in favour) adopted the following decisions: |
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1. Submission of documents of the Company to the Meeting |
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1.1. The Management Board has analysed and evaluated the audited set of annual financial statements of the Company for the year 2020, the draft on distribution of profit (loss) for the year 2020 and together with the annual report of the Company for the year 2020 submit them to the Meeting. |
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1.2. The Management Board explains that the audited net profit of the reporting financial year is lower than the preliminary planned net profit for the reporting financial year due to the formation of additional provisions for receivables incurred during the year 2015-2017. |
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2. Approval of the draft resolutions proposed for the Meeting |
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To approve the following draft resolutions proposed for the Meeting: |
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2.1. Organisational issues of the Meeting (election of the Chairman of the Meeting): |
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2.1.1. To elect the Managing Director of the Company Gediminas Kvietkauskas as the Chairman of the Meeting. |
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2.1.2. To elect a member of the Management Board of the Company Danas Šidlauskas as the Secretary of the Meeting. |
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2.2. Approval of the annual report of the Company for the year 2020: |
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2.2.1. To approve the annual report of the Company for financial year ended on 31 December 2020 (Annex 1). |
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2.3. Approval of the Company’s set of annual financial statements for the year 2020: |
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2.3.1. To approve the Company’s audited set of annual financial statements for financial year ended 31 December 2020 (Annex 2). |
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2.4. Distribution of the Company’s profit (loss) for the year 2020: |
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2.4.1. To distribute profit (loss) of the Company earned during financial year ended 31 December 2020 as follows: |
(i) Retained profit (loss) brought forward from the previous financial year at the end of the reporting financial year: EUR 715,951;
(ii) Net profit (loss) of the reporting financial year: EUR 1,204,808;
(iii) Profit (loss) of the reporting financial year not recognized in the profit (loss) statement: EUR 0;
(iv) Transfers from reserves: EUR 0;
(v) Shareholders’ contributions to cover the losses of the Company: EUR 0;
(vi) Total profit (loss) available for distribution: EUR 1,920,759;
(vii) Portion of profit allocated to the statutory reserve: EUR 0;
(viii) Portion of profit allocated to the reserve for the purchase of own shares: EUR 150,000;
(ix) Portion of profit allocated to the reserve for the granting of own shares: EUR 0;
(x) Portion of profit allocated to other reserves: EUR 0;
(xi) Portion of profit allocated for the payment of dividends: EUR 350,000 by paying dividends to the Company's shareholders in proportion to the number of shares held by paying EUR 0.35 per share;
(xii) Portion of profit allocated for the payment of annual bonuses to members of the Management Board and the Supervisory Board, payment of incentives to employees and other purposes: EUR 0;
(xiii) Retained profit (loss) at the end of the reporting financial year brought forward to the following financial year: EUR 1,420,759. |
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2.5. Purchase of own shares by the Company: |
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2.5.1. To purchase own shares of the Company under the following conditions: |
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(i) the purpose for acquisition of own shares – to acquire own shares, when their liquidity in the alternative First North market is not sufficient, in the opinion of the Management Board of the Company; |
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(ii) the maximum number of own shares permitted to acquire: 100,000; |
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(iii) the period during which the Company is permitted to acquire own shares: 18 months; |
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(iv) the maximum price for acquisition of own shares: EUR 20; |
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(v) the minimum price for acquisition of own shares: EUR 4; |
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(vi) the procedure for sale of own shares and minimum price of sale: upon decision of the Management Board of the Company, the Company may hold own shares, transfer them to employees or sell them on the stock market, once the demand occurs, for the price not lower than the lowest price for which the Company has acquired own shares, or annul them, or sell them in any other way upon a separate decision of the shareholders. |
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2.5.2. To delegate to the Management Board of the Company to establish detail terms and conditions for acquisition of own shares, specifying that the Management Board of the Company during the period for acquisition of own shares can initiate and perform the purchase of own shares as many times as the Management Board deems needed, by adopting a separate resolution of the Management Board, which shall specify the number of shares intended to purchase, the price and other information of relevance in the opinion of the Management Board. |
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2.6. Election of the auditing firm responsible for the audit of the Company’s set of annual financial statements for the financial year ending on 31 December 2021: |
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2.6.1. To elect Grant Thornton Baltic UAB, legal entity code 300056169, registered office at Upės str. 21-1, Vilnius, Lithuania as the auditing firm to carry out the audit of the Company’s set of the annual financial statement for the financial year ending on 31 December 2021. |
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2.6.2. To authorize the Managing Director of the Company to sign the audit services agreement with the abovementioned auditing firm. |
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These decisions of the Management Board of the Company are concluded in 2 counterparts of equal legal value. |