10/28/2010
Decisions of the AGM of Shareholders held on October 28, 2010
The total number of AB Linas Agro Group (hereinafter – the Company) shares was 158,940,398, which carried 158,940,398 votes, on the day of the Annual General Meeting of the Company‘s Shareholders (hereinafter – the Meeting), held on 28 October 2010. In total 17 Company’s shareholders, who owned shares of the Company at the end of the Accounting day of the Meeting (10/21/2010), were participated at the Meeting having 112,624,723 share votes amounting to 70.86 percent of the total number of the Company’s share votes.
There were submitted to the Meeting:
- 12 General Voting Ballots filled in advance, including valid – 12, invalid – none.
2 Power of Attorney, including valid – 2, invalid – none.
There was presented none agreement on transfer of voting rights.
The number of voting shares represented at the Meeting was 112,624,723:
- by a person himself – 24,050,078;
- through proxies – 0;
- through persons according to the agreements on the transfer of the right to vote – 0;
- through the General Voting Ballots filled in advance – 88,574,645;
- through other documents entitling to vote – 0.
Quorum was established in the Ordinary General Meeting of the Shareholders.
Results of voting at the Meeting:
1. Presentation of the Auditors’ report.
Presented. No voting.
2. Presentation of the consolidated annual report of the Company for the financial year 2009–2010.
Presented (enclosed). No voting.
3. Approval of the consolidated and the Company’s set of financial statements for the financial year ended 30 June, 2010.
Decision:
To approve the consolidated and the Company‘s set of financial statements for the financial year ended 30 June, 2010 (enclosed) .
Results of voting:
FOR – 112 624 723 votes (including 88 574 645 share votes of shareholders who voted in advance).
AGAINST – 0 votes.
DID NOT VOTE – 0 votes.
4. Approval of the Distribution of the Company’s Profit.
Decision:
To approve the Distribution of the Company’s Profit:
4.1. | Retained earnings – profit (loss) of the previous financial year at the end of the accounting financial year | LTL 2,965,170 |
4.2. | Net profit (loss) of the financial year | LTL 1,010,889 |
4.3. | The profit (loss) of the accounting financial year not recognized in the profit (loss) account | – |
4.4. | The transfers from the reserves | – |
4.5. | The shareholder‘s contributions to cover the losses of the Company (if shareholders decided to cover all or part of losses) | – |
4.6. | The total profit (loss) available for appropriation | LTL 3,976,059 |
4.7. | The part of the profit allocated to the legal reserve | LTL 51,000 |
4.8. | The part of the profit allocated to the reserve of the own share acquisition | – |
4.9. | The part of the profit allocated to the other reserves | – |
4.10. | The part of the profit allocated for the payment of dividends* | LTL 3,500,000 |
4.11. | The part of the profit allocated for payment of annual bonuses to the Board, employees and other purposes | – |
4.12. | Retained earnings – profit at the end of the financial year carried forward to the next financial year | LTL 425,059 |
* to allocate LTL 3,500,000.00 (EUR 1,013,670.06) for the dividend payment for the financial year ended on 30 June, 2010, which consist LTL 0.022 (EUR 0.0063) with taxes per one share of the Company.
Results of voting:
FOR – 112 624 723 votes (including 88 574 645 share votes of shareholders who voted in advance).
AGAINST – 0 votes.
DID NOT VOTE – 0 votes.
5. Election of the Company‘s auditor and establishment of the payment for the services.
Decision:
5.1. To elect Auditor of the Company “ERNST & YOUNG BALTIC“, code 110878442, address Subaciaus Str. 7, Vilnius.
5.2. To establish the payment for services not more than 31,000 (thirty one thousand) euro (VAT excluded) for the audit of the Company’s and consolidated financial statements for the financial year 2010/2011.
5.3. To charge the Managing Director of the Company to conclude and sign the agreement with elected Auditor.
Results of voting:
FOR – 112 620 771 votes (including 88 570 693 share votes of shareholders who voted in advance).
AGAINST – 3 952 votes (including 3 952 share votes of shareholders who voted in advance).
DID NOT VOTE – 0 votes.
6. Formation of the Company‘s Audit Committee, election of the members and approval of the Regulations of Activity of the Audit Committee.
Decision:
6.1. To establish the Audit Committee of the Company.
6.2. To elect members of the Audit Committee:
1) Artūras Pribusauskas,
2) Kristina Prusienė,
3) Andrius Drazdys (independent member of the Audit Committee of the Company).
6.3. To approve the Regulations of Activity of the Audit Committee (enclosed). To authorize the Managing Director of the Company to sign the Regulations.
6.4. To set the salary equal to LTL 1,500 (one thousand five hundred litas) per year to Andrius Drazdys, independent member of the Company’s Audit Committee.
Results of voting:
FOR – 112 624 723 votes (including 88 574 645 share votes of shareholders who voted in advance).
AGAINST – 0 votes.
DID NOT VOTE – 0 votes.