DECISIONS OF THE ANNUAL GENERAL MEETING OF AB “LINAS AGRO GROUP“ SHAREHOLDERS, HELD ON 27 OCTOBER 2016


The Annual General Meeting (hereinafter – the Meeting) of AB „Linas Agro Group“ (hereinafter – the Company) was held on 27 October 2016.

The total number of the Company’s shares is 158,940,398, the number of shares granting voting rights is 158,157,426, and the own shares in amount of 782,972 acquired by the Company do not grant voting rights.

In total 11 Company’s shareholders, who owned shares of the Company at the end of the Accounting day of the Meeting (20 October 2016), participated in the Meeting having 125,644,648 share votes, which amounted to 79.44 percent of the total number of the Company’s share votes.

6 (six) duly filled General Voting Ballots were presented to the Meeting.

Four Board members of the Company took place in the Meeting: Darius Zubas (Chairman of the Board, the Head of the Company (CEO) – The Managing Director), Tomas Tumėnas (Finance Director of the Company (CFO), Dainius Pilkauskas and Vytautas Šidlauskas (Deputy Chairman of the Board).

The quorum existed.

 

Decisions of the Meeting:

 

1.         Presentation of the Company’s Audit committee activity report.

Decision: Presented (enclosed). No voting.

 

2.         Presentation of the independent auditors’ report.

Decision: Presented (enclosed). No voting.

 

3.         Presentation of the consolidated annual report of the Company for the financial year 2015/2016.

Decision: Presented (enclosed). No voting.

 

4.         Approval of the consolidated and the Company’s set of financial statements for the financial year ended 30 June, 2016.

Decision: Approve the consolidated and the Company‘s set of financial statements for the financial year ended 30 June, 2016 (enclosed).

Results of voting:

FOR – 125,473,320 votes (including 101,732,789 share votes of shareholders who voted in advance).

AGAINST – no votes.

DID NOT VOTE – 171,328 votes (including 171,328 share votes of shareholders who presented the General Voting Ballot in advance).

 

5.         Approval of the payment of bonuses to the members of the Board of the Company.

Decision:

5.1. Allocate EUR 245,000.00 (two hundred forty five thousand euro) of the net profit of the Company as bonuses for the members of the Board of the Company for the financial year 2015/2016, and pay EUR 35,000.00 (thirty five thousand euro) to each member of the Board of the Company;

5.2. Instruct the Finance Division of the Company, having deducted the taxes due, to pay the bonuses to the members of the Board of the Company by 30 November 2016.

Results of voting:

FOR – 125,473,320 votes (including 101,732,789 share votes of shareholders who voted in advance).

AGAINST – 171,328 votes (including 171,328 share votes of shareholders who presented the General Voting Ballot in advance).

DID NOT VOTE – no votes.

 

6.         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 27,169,093
 
2)
Net profit (loss) of the financial year EUR 4,993,774
 
3)
 
The profit (loss) of the accounting financial year not recognized in the profit (loss) account
(EUR 62,131)
 
4)
 
The transfers from the reserves
EUR 105,000
 
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 32,205,736
 
7)
The part of the profit allocated to the legal reserve EUR 250,000
 
8)
The part of the profit allocated to the reserve of the own share acquisition
 
9)
The part of the profit allocated to the other reserves
 
10)
The part of the profit allocated for the payment of dividends* EUR 1,201,996
 
11)
 
The part of the profit allocated for payment of annual bonuses to the Board, employees and other purposes
EUR 245,000
 
12)
 
Retained earnings – profit at the end of the financial year carried forward to the next financial year
EUR 30,508,740

* allocate EUR 1,201,996 for the dividend payment for the financial year ended on 30 June, 2016, which consist EUR 0.0076 with taxes per one share of the Company (calculated without own shares acquired by the Company).

Results of voting:

FOR – 125,644,648 votes (including 101,904,117 share votes of shareholders who voted in advance).

AGAINST – no votes.

DID NOT VOTE – no votes.

 

7.         Election of the Company‘s auditor for the financial year 2015/2016 OF THE COMPANY and establishment of the payment for the services.

Decision:

7.1. Elect Auditor of the Company “ERNST & YOUNG BALTIC“ (code 110878442, address Subačiaus St. 7, Vilnius, Lithuania);

7.2. 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 2016/2017;

7.3. Entrust the Managing Director of the Company to conclude and sign the agreement with elected Auditor.

Results of voting:

FOR – 125,644,648 votes (including 101,904,117 share votes of shareholders who voted in advance).

AGAINST – no votes.

DID NOT VOTE – no votes.

 

8.         Election of the Company’s Board members.

Decision: Taking into consideration that the term of the current Company’s Board expired on 24 October 2016, to elect to the Board of the Company for the four-year term of the Board:

1.     Andrius Pranckevičius

2.     Artūras Pribušauskas

3.     Arūnas Zubas

4.     Dainius Pilkauskas

5.     Darius Zubas

6.     Tomas Tumėnas

7.     Vytautas Šidlauskas.

Results of voting:

Each candidate collected the same number of electoral votes:

FOR – 125,644,648 votes (including 101,904,117 share votes of shareholders who voted in advance).

AGAINST – no votes.

DID NOT VOTE – no votes.

 

Sincerely
         Chairman of the Board Darius Zubas


Attachments

2016-10-27_AGM.pdf CV_Tomas_Tumenas.pdf CV_Dainius_Pilkauskas.pdf CV_Vytautas_Sidlauskas.pdf CV_Arunas_Zubas.pdf LNA_2015-2016_Consolidated_Annual_Report_Compliance_with_Corporate_GC.pdf CV_Darius_Zubas.pdf LNA_2015-2016_IFRS_EN.pdf CV_Arturas_Pribusauskas.pdf CV_Andrius_Pranckevicius.pdf LNA_2015-2016_Audit_committee_activity_report.pdf LNA_2015_2016_Confirmation_of_Responsible_Persons.pdf