Published: 2015-10-22 15:02:01 CEST
Linas Agro Group
Notification on material event

Decisions of the Annual General Meeting of AB “Linas Agro Group“ Shareholders, held on 22 October 2015

Panevezys, Lithuania, 2015-10-22 15:02 CEST --  

The Annual General Meeting (hereinafter – the Meeting) of AB „Linas Agro Group“ (hereinafter – the Company) was held on 22 October 2015.

The total number of the Company’s shares is 158,940,398, which grant 158,153,426 votes, and the own shares in amount of 786,972 acquired by the Company do not grant voting rights.

In total 12 Company’s shareholders, who owned shares of the Company at the end of the Accounting day of the Meeting (15 October 2015), participated in the Meeting having 122,601,781 share votes, which amounted to 77.52 percent of the total number of the Company’s share votes.

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

Five Board members of the Company took place in the Meeting, including CEO Darius Zubas and CFO Tomas Tumėnas.

The quorum existed.

 

Decisions of the Meeting:

  1. PRESENTATION OF THE COMPANY’S AUDIT COMMITTEE ACTIVITY REPORT

Decision. Presented (enclosed). No voting.

  1. PRESENTATION OF THE INDEPENDENT AUDITORS’ REPORT

Decision. Presented (enclosed). No voting.

  1. PRESENTATION OF THE CONSOLIDATED ANNUAL REPORT OF THE COMPANY FOR THE FINANCIAL YEAR 2014/2015.

Decision. Presented (enclosed). No voting.

  1. APPROVAL OF THE CONSOLIDATED AND THE COMPANY’S SET OF FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE, 2015

Decision: Approve the consolidated and the Company‘s set of financial statements for the financial year ended 30 June, 2015 (enclosed).

Results of voting:

FOR – 122,430,453 votes (including 98,224,867 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).

  1. APPROVAL OF THE PAYMENT OF BONUSES TO THE MEMBERS OF THE BOARD OF THE COMPANY.

Decision:

5.1. Allocate EUR 105,000.00 (one hundred 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 2014/2015, and pay EUR 15,000.00 (fifteen 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 2015.

Results of voting:

FOR – 122,429,456 votes (including 98,223,870 share votes of shareholders who voted in advance).

AGAINST – 172,325 votes (including 172,325 share votes of shareholders who voted in advance).

DID NOT VOTE – no votes.

  1. 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 22,239,590;
  2. Net profit (loss) of the financial year – EUR 4,650,990;
  3. The profit (loss) of the accounting financial year not recognized in the profit (loss) account – (EUR 1,158);
  4. The transfers from the reserves – EUR 1,819,187;
  5. The shareholder‘s contributions to cover the losses of the Company (if shareholders decided to cover all or part of losses) – 0;
  6. The total profit (loss) available for appropriation – EUR 28,708,609;
  7. The part of the profit allocated to the legal reserve – EUR 232,550;
  8. The part of the profit allocated to the reserve of the own share acquisition – 0;
  9. The part of the profit allocated to the other reserves – 0;
  10. The part of the profit allocated for the payment of dividends* – EUR 1,201,966;
  11. The part of the profit allocated for payment of annual bonuses to the Board, employees and other purposes – EUR 105,000;
  12. Retained earnings – profit at the end of the financial year carried forward to the next financial year – EUR 27,169,093.

* to allocate EUR 1,201,966 for the dividend payment for the financial year ended on 30 June, 2015, 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 – 122,601,781 votes (including 98,396,195 share votes of shareholders who voted in advance).

AGAINST – no votes.

DID NOT VOTE – no votes.

  1. ELECTION OF THE COMPANY‘S AUDITOR FOR THE FINANCIAL YEAR 2015/2016 OF THE COMPANY AND ESTABLISHMENT OF THE PAYMENT FOR THE SERVICES

Decision:

  1. 1. Elect Auditor of the Company “ERNST & YOUNG BALTIC“ (code 110878442, address Subačiaus St. 7, Vilnius, Lithuania);
  2. 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 2015/2016;
  3. 3. Entrust the Managing Director of the Company to conclude and sign the agreement with elected Auditor.

Results of voting:

FOR – 122,601,781 votes (including 98,396,195 share votes of shareholders who voted in advance).

AGAINST – no votes.

DID NOT VOTE – no votes.

  1. APPROVAL OF NEW EDITION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY.

Decision:

  1. 1. Establish that the nominal value of one share of the Company which was LTL 1.00 (one litas) following the conversion into euro is EUR 0.29 (twenty nine euro cents), and the authorised capital is equal to EUR 46,092,715.42 (forty six million ninety two thousand seven hundred fifteen euro and forty two euro cents), where the number of the uncertificated ordinary registered shares of the Company is 158,940,398 (one hundred fifty eight million nine hundred forty thousand and three hundred ninety eight);
  2. 2. Approve the new version of the Articles of Association of the Company;
  3. 3. Entrust and authorise Darius Zubas, the Managing Director of the Company, to sign the Articles of Association;
  4. 4. Entrust and authorise Darius Zubas, the Managing Director of the Company, to perform all actions required to register the new version of the Articles of Association of the Company with the Register of Legal Entities of the Republic of Lithuania.

Results of voting:

FOR – 122,601,781 votes (including 98,396,195 share votes of shareholders who voted in advance).

AGAINST – no votes.

DID NOT VOTE – no votes.

         Sincerely
         Chairman of the Board Darius Zubas


LNA_2014_2015_Confirmation_of_Responsible_Persons.pdf
LNA_2014-2015_IFRS EN.pdf
LNA_2014-2015_Consolidated_Annual_Report_Compliance_with_Corporate_Governance_Co de.pdf
2015-10-22_AGM.pptx
LNA_2014-2015_Audit_committee_activity_report.pdf
AB Linas Agro Group Articles of Association.pdf