Resolutions of Extraordinary General Meeting of Shareholders of Rokiskio suris

| Source: Rokiskio Suris Rokiskio Suris

Rokiskio suris AB, Pramones str.3, Rokiskis, Lithuania, 2016-10-28 15:15 CEST (GLOBE NEWSWIRE) -- The approved resolutions of the 28th  October 2016 Extraordinary General  Meeting of Shareholders

1. Regarding decrease of the Authorized Capital of the Company by annulment of treasury shares

  Resolution:

To decrease the Authorized Capital of Rokiskio suris AB by EUR 1,040,171.13 (one million forty thousand one hundred seventy one euros 13 ct), in the way of annulment of 3,586,797 (three million five hundred eighty six thousand seven hundred ninety seven) ordinary registered shares with nominal value of EUR 0.29 (twenty nine euro cents).

After annulment of treasury shares, the Authorized Capital of Rokiskio suris AB shall make EUR 9,361,540.17 (nine million three hundred sixty one thousand five hundred forty euros 17 ct) divided into 32,281,173 (thirty two million two hundred eighty one thousand one hundred seventy three)  ordinary registered shares at par value of EUR 0.29 (twenty nine euro cents).

 

2. Regarding approval of new wording of the Company’s Articles of Association.

Resolution:

2.1. To approve the new wording of the Company’s Articles of Association.

2.2. To delegate the CEO of Rokiskio suris AB Antanas Trumpa to sign the new wording of the Company’s Articles of Association.

The new wording of the Articles of Association attached.

3. Regarding purchase of the Company’s own shares.

Resolution:

  1. 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.
  2. Purpose of acquisition of own shares: Maintain and increase the price of the Company’s shares.
  3. Period during which the Company may purchase own shares: 18 months from the day of approval the resolution.
  4. 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.
  5. 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.
  6. 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.

  4. Regarding accumulation of reserve for purchase of own shares

  Resolution:

To approve a reserve accumulated for purchase of own shares equal to EUR 11,668,000 (eleven million six hundred sixty eight thousand euros).

 

 

 

 

 

         +370 458 55200
         Board Chairman
         Dalius Trumpa

Attachments

Articles of association 2016 10 28.pdf