Resolutions of the Annual General Meeting of Apranga APB shareholdersThe Annual General Meeting of APRANGA APB (hereinafter “Company”) shareholders held on 30 April 2019 has resolved the following:
1. Consolidated annual report on the activities of the Company in 2018. Resolution: Taken for the information consolidated annual report of the Company for the year 2018, prepared by the Company, assessed by the auditors and approved by the Board. 2. Auditor's report on the Company’s financial statements and annual report. Resolution: Taken for the information. 3. Approval of the Consolidated and Company’s financial statements for the year 2018. Resolution: Approve the annual Consolidated and Company‘s financial statements for the year 2018 (Annex 1). 4. Company's profit (loss) allocation for the year 2018. Resolution: Approve the Company's profit allocation for the year 2018 (Annex 2). 5. Election of firm of auditors and establishment of the terms of remuneration for audit services. Resolution: Elect UAB “ERNST & YOUNG BALTIC” as APB APRANGA firm of auditors for the year 2019. Set the amount of the fee payable for audit services for the year 2019 - not more than EUR 25 300 (twenty-five thousand three hundred euros) plus VAT. Authorize the Company's General Director to sign the audit services agreement with firm of auditors. 6. Amendment of the Company’s Articles of Association. Resolution: 6.1. To amend Article 6.6 of the Company’s Articles of Association by supplementing it with a new sub-paragraph 8 and sub-paragraph 9: “6.6. The Board shall adopt the following resolutions: <…> 8) resolutions regarding transactions with related parties, as provided by Law on Companies, where these transactions have a significant impact on the company, its finances, assets and liabilities. Transactions with related parties shall be considered to have a significant impact on the company, its finances, assets and liabilities, if the total value (the total value of one transaction or the total value of continuous transactions within one calendar year) of such a transaction exceeds 1/2 of the company’s authorized capital; 9) other resolutions within the competence of the Board as prescribed by the Articles of Association, the resolutions of the General Shareholders' Meeting or laws. “ 6.2. To approve the new edition of Company’s Articles of Association according to amendments listed above (Annex 3). 6.3. To authorize the Director General of the Company Rimantas Perveneckas to sign the new edition of Company’s Articles of Association, granting the right to delegate. ENCLOSED: Annex No.1. Consolidated and Company’s financial statements for the year 2018; Annex No.2. Company's profit allocation for the year 2018; Annex No.3. Articles of Association of the Company. Rimantas Perveneckas Apranga Group General Director +370 5 2390801
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