The Annual General Meeting of Shareholders
31/10/2024
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Resolutions of the Annual General Meeting of Shareholders
The Annual General Meeting (hereinafter – the Meeting) of AB Akola Group (hereinafter – the Company) was held on 31 October 2024.
On the day the Meeting is convened the total number of the Company’s shares is 167,170,481, and the number of shares granting voting rights is 166,508,509. The own shares in the amount of 661,972 acquired by the Company do not grant voting rights.
In total 25 Company’s shareholders, who owned shares of the Company at the end of the Accounting day of the Meeting (24 October 2024), participated in the Meeting having 138,965,128 share votes, which amounted to 83.46 percent of the total number of the Company’s share votes. 22 duly filled General Voting Ballots were presented before the Meeting.
The Board member and CFO of the Company Mažvydas Šileika, deputizing Company’s CEO, participated in the Meeting.
The quorum existed.
Decisions of the Meeting:
- Presentation of the Company’s Audit Committee Activity Report.
Presented. No voting. - Presentation of the independent auditor’s report.
Presented. No voting. - Presentation of the Consolidated Annual Report of the Company for the financial year 2023/2024.
Presented. No voting. - Approval of the Company’s Remuneration Report.
Approve the Company’s Remuneration Report.
Results of voting:
FOR – 138,965,128 votes (including 138,885,287 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0. - Approval of the consolidated and the Company’s set of financial statements for the financial year ended 30 June, 2024.
Approve the consolidated and the Company‘s set of financial statements for the financial year ended 30 June, 2024.
Results of voting:
FOR – 138,965,128 votes (including 138,885,287 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0 - Approval of the Distribution of the Company’s Profit/Loss.
Approve the Distribution of the Company’s Profit/Loss:
| 1) | Retained earnings – profit (loss) of the previous financial year at the end of the accounting financial year | EUR 46,543,950 |
| 2) | Net profit (loss) of the financial year | EUR 75,920,296 |
| 3) | The profit (loss) of the accounting financial year not recognized in the profit (loss) account | – |
| 4) | The transfers from the reserves | – |
| 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 122,464,246 |
| 7) | The part of the profit allocated to the legal reserve | EUR 3,796,015 |
| 8) | The part of the profit allocated to the reserve of the own share acquisition | – |
| 9) | The part of the profit allocated to the reserve of shares issue | – |
| 10) | The part of the profit allocated to the other reserves | – |
| 11) | The part of the profit allocated for the payment of dividends | EUR 4,995,255* |
| 12) | The part of the profit allocated for payment of annual bonuses to the Board, employees and other purposes | – |
| 13) | Retained earnings – profit at the end of the financial year carried forward to the next financial year | EUR 113,672,976 |
* Dividends in amount of EUR 4,995,255 are allocated for the financial year ended on 30 June, 2024, which consist EUR 0.03 with taxes per one share of the Company (calculated without own shares acquired by the Company).
Results of voting:
FOR – 138,965,128 votes (including 138,885,287 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
- Approval of a new wording of Rules for Granting Shares of the Company.
Approve a new wording of the Company’s Rules for Granting Shares.
Results of voting:
FOR – 138,965,128 votes (including 138,885,287 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0 - Approval of a new wording of the Articles of Association of the Company.
8.1. Approve a new wording of the Articles of Association of the Company, the provisions of the Articles of Association of the Company comply with the amended provisions of the Law on Companies of the Republic of Lithuania, as well as reducing the number of members of the Company’s Board from 6 to 5 members.
8.2. Authorize (including the power to delegate) the Chief Executive Officer of the Company to sign the new wording of the Articles of Association of the Company and to register them with the Register of Legal Entities pursuant to the procedure under law.
Results of voting:
FOR – 138,965,128 votes (including 138,885,287 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0 - Determination of the remuneration of the members of the Company’s Audit Committee.
9.1. Grant an additional one-off remuneration of EUR 600 (six hundred euros) to each existing member of the Audit Committee for the increased workload of the Audit Committee in the financial year 2023/2024.
9.2. Set the annual remuneration to each member of the Audit Committee, payable from 2025 onwards, as follows: EUR 1,600 (one thousand six hundred euros) to the Chairman of the Audit Committee, and EUR 1,200 (one thousand two hundred euros) to the Audit Committee member.
9.3. Determine that the annual remuneration to the members of the Audit Committee shall be paid within one month after the Annual General Meeting of Shareholders of the Company.
Results of voting:
FOR – 138,965,128 votes (including 138,885,287 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
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