The Annual General Meeting of APRANGA APB (hereinafter “Company”) shareholders held on 30 April 2019 has resolved the following:
1. Consolidated annual report on the activities of the Company in 2018.
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.
Resolution:
Taken for the information.
3. Approval of the Consolidated and Company’s financial statements for the year 2018.
Resolution:
Approve the annual Consolidated and Company‘s financial statements for the year 2018 (Annex 1).
4. Company's profit (loss) allocation for the year 2018.
Resolution:
Approve the Company's profit allocation for the year 2018 (Annex 2).
5. Election of firm of auditors and establishment of the terms of remuneration for audit services.
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.
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 3).
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 financial statements for the year 2018;
Annex No.2. Company's profit allocation for the year 2018;
Annex No.3. Articles of Association of the Company.
Rimantas Perveneckas
Apranga Group General Director
+370 5 2390801
Attachments
The Annual General Meeting of APRANGA APB (hereinafter “Company”) shareholders held on 27 April 2018 has resolved the following:
1. Consolidated annual report on the activities of the Company in 2017.
Resolution:
Taken for the information consolidated annual report of the Company for the year 2017, 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.
Resolution:
Taken for the information.
3. Approval of the Consolidated and Company’s financial statements for the year 2017.
Resolution:
Approve the annual Consolidated and Company‘s financial statements for the year 2017 (Annex 1).
4. Company's profit (loss) allocation for the year 2017.
Resolution:
Approve the Company's profit allocation for the year 2017 (Annex 2).
5. Election of firm of auditors and establishment of the terms of remuneration for audit services.
Resolution:
Elect UAB “ERNST & YOUNG BALTIC” as APB APRANGA firm of auditors for the year 2018. Set the amount of the fee payable for audit services for the year 2018 - not more than EUR 23 000 (twenty-three thousand euros) plus VAT. Authorize the Company's General Director to sign the audit services agreement with firm of auditors.
6. Election of board members.
Resolution:
Elect members of the board of the Company for new 4-year term from the candidates nominated by Company‘s main shareholder (UAB MG Baltic Investment, which has more than 50% of votes): 6.1. Darius Juozas Mockus; 6.2. Vidas Lazickas; 6.3. Marijus Strončikas; 6.4. Rimantas Perveneckas; 6.5. Ilona Šimkūnienė; 6.6. Ramūnas Gaidamavičius.
7. Amendment of the Company’s Articles of Association.
Resolution:
7.1. To amend Article 10.1, 10.2 and 10.3 of the Company’s Articles of Association and word it as follows: “10.1 The Company’s notice of convocation of the General Meeting shall be published by Manager of the company in the manner defined in the Law on Securities of the Republic of Lithuania. 10.2. The periodical and current information defined in the Law on Securities of the Republic of Lithuania (including disclosure of inside information) which the Company should disclose shall be announced in the manner defined in the mentioned law. 10.3. Other information and notices not indicated in Clause 10.1 and 10.2 which the Company should announce publicly shall be announced in the electronic publication published by the registrar of legal entities for announcement of public notices. In cases when notices cannot be announced in such publication due to technical obstacles, such notices shall be announced in the daily “Lietuvos rytas”.“ 7.2. To approve to new edition of Company’s Articles of Association according to amendments listed above (Annex 3). 7.3. 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.
8. Change of Company‘s residence address.
Resolution:
8.1. To change Company‘s residence address and register new address at Ukmergės street 362, Vilnius City, Vilnius City Municipality. 8.2. Authorize the Company's Director General to register change of residence address according to applicable laws, granting the right to delegate.
9. Amendment of Charter of Audit Committee.
Resolution:
9.1. To amend Clause 2.8. of the Charter of Audit Committee and word it as follows:
„2.8. Remuneration may be set for Committee members for their activity in the Committee. The amount of remuneration and payment procedure is set by Board.“
ENCLOSED: Annex No.1. Consolidated and Company’s financial statements for the year 2017; Annex No.2. Company's profit allocation for the year 2017; Annex No.3. Articles of Association of the Company.
Attachments
Vilnius, Lithuania, 2016-04-28 12:12 CEST (GLOBE NEWSWIRE) -- The Annual General Meeting of APRANGA APB (hereinafter “Company”) shareholders held on 28 April 2016 has resolved the following:
1. Consolidated annual report on the activities of the Company in 2015.
Resolution:
Taken for the information consolidated annual report of the Company for the year 2015, 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.
Resolution:
Taken for the information.
3. Approval of the Consolidated and Company’s financial statements for the year 2015.
Resolution:
Approve the annual Consolidated and Company‘s financial statements for the year 2015 (attached).
4. Company's profit (loss) allocation for the year 2015.
Resolution:
Approve the Company's profit (loss) allocation for the year 2015:
1) The unappropriated profit of the preceding financial year at the close of the reporting financial year: EUR 11 610 552;
2) The net profit of the reporting financial year: EUR 8 658 908;
3) The profit (loss) of the reporting financial year not recognized in the profit (loss) account - none;
4) Transfers from the reserves - none;
5) The shareholders’ contributions to cover the losses of the company - none;
6) The total profit available for appropriation: EUR 20 269 460;
7) The share of profit allocated to the mandatory reserve: EUR 2 633;
8) The share of profit allocated to the reserve for acquiring own shares - none;
9) The share of profit allocated to other reserves - none;
10) The share of profit for the payment of dividends*: EUR 6 635 035;
11) The share of profit for the payment of annual bonuses: EUR 210 000;
12) Unappropriated profit at the close of the reporting financial year and brought forward to the next financial year: EUR 13 421 792.
* EUR 0.12 per one share.
5. Election of firm of auditors and establishment of the terms of remuneration for audit services.
Resolution:
To elect UAB “PricewaterhouseCoopers” as APB APRANGA firm of auditors for the year 2016. To set the amount of the fee payable for audit services for the year 2016 - not more than EUR 20 000 plus VAT. To authorize the Company's CEO to sign the audit services agreement with firm of auditors.
Rimantas Perveneckas
Apranga Group Director General
+370 5 2390801
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Vilnius, Lithuania, 2017-04-27 11:24 CEST (GLOBE NEWSWIRE) -- The Annual General Meeting of APRANGA APB (hereinafter “Company”) shareholders held on 27 April 2017 has resolved the following: 1. Consolidated annual report on the activities of the Company in 2016. Resolution: Taken for the information consolidated annual report of the Company for the year 2016, 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. Resolution: Taken for the information. 3. Approval of the Consolidated and Company’s financial statements for the year 2016. Resolution: Approve the annual Consolidated and Company‘s financial statements for the year 2016 (Annex 1). 4. Company's profit (loss) allocation for the year 2016. Resolution: Approve the Company's profit allocation for the year 2016 (Annex 2). 5. Election of firm of auditors and establishment of the terms of remuneration for audit services. Resolution: 1) Elect UAB “ERNST & YOUNG BALTIC” as APB APRANGA firm of auditors for the year 2017. 2) Set the amount of the fee payable for audit services for the year 2017 - not more than EUR 23 000 (twenty three thousand euros) plus VAT. 3) Authorize the Company's CEO to sign the audit services agreement with firm of auditors. 6. Approval of Charter of the Audit Committee and approval of composition of the Audit Committee, withdrawal and election of members of the Audit committee, approval of remuneration of the members of the Audit committee. Resolution: 1) Approve the Charter of the Audit Committee (Annex 3). Repeal internal rules of the Audit Committee which were approved by General Shareholder Meeting of APB APRANGA on April 30th, 2009. 2) Accept the decision of Company’s board to withdraw member Rasa Rūlevičiūtė from the Audit committee. Withdraw member Daiva Paulavičienė from the Audit committee. 3) Approve composition of the Audit Committee of 3 (three) members elected for a term of 4 (four) years: elect Rasa Rūlevičiūtė, Justina Rasimavičiūtė (independent member) as members of the Audit committee, elect Daiva Paulavičienė (independent member) as Chairwoman of the Audit committee. Remuneration for performance of duties of members of Audit committee shall not be designated. Rimantas Perveneckas
Apranga Group Director General
+370 5 2390801
ENCLOSED:
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Vilnius, Lithuania, 2015-04-29 13:14 CEST (GLOBE NEWSWIRE) -- The Annual General Meeting of APRANGA APB (hereinafter “Company”) shareholders held on 29 April 2015 has resolved the following:
Apranga APB has received notification on the transactions in issuer's securities concluded by the family member of the chairman of the board Darius Mockus (see attachment). Rimantas PerveneckasApranga Group General Manager+370 5 2390801 ...
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