Draft agenda and draft resolutions for the Annual General Meeting of APB APRANGA (hereinafter “Company”) shareholders to be held on April 30th, 2019 proposed by the Board of the Company:
1. Consolidated annual report on the activities of the Company in 2018.
Draft 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.
Draft resolution:
Taken for the information.
3. Approval of the Consolidated and Company's financial statements for the year 2018.
Draft resolution:
Approve the annual Consolidated and Company's financial statements for the year 2018.
4. Company's profit (loss) allocation for the year 2018.
Draft resolution:
Allocate the Company's profit (loss) for the year 2018 according to the draft of profit (loss) allocation presented for the Annual General Meeting of shareholders (Annex 3).
5. Election of firm of auditors and establishment of the terms of remuneration for audit services.
Draft 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.
Draft 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 4).
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 annual report, annual financial statements of the year 2018 and the Auditor's conclusion on the financial statements;
Annex No. 2. Confirmation of persons responsible for the financial statements;
Annex No. 3. Draft of profit (loss) allocation for the year 2018;
Annex No. 4. Draft Articles of Association of the Company;
Annex No. 5. General voting ballot.
Rimantas Perveneckas
Apranga Group General Director
+370 5 2390801
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