NORDIC FIBREBOARD AS (reg nr11421437, address Suur-Jõe 48, Pärnu 80042) Annual General Meeting of shareholders was held on Monday, 10th of
The general meeting started at 09.00 and ended at 11.20
At the meeting 2 745 141 votes were present which represent 61,02% of share capital, meaning the Annual General Meeting was competent to pass resolutions.
Resolutions of the General Meeting:
- Approval of the Annual Report 2019
Proposal of the Supervisory Board: To approve the Annual Report of the Company for 2019, which exposes the consolidated balance sheet value of 9 045
The number of votes in favor of the resolution was 2 682 192, which is 97,71% of registered votes and the number of votes in against of the resolution was 62 949, which is 2,29% of registered votes.
- 2019 Loss allocation proposal
Proposal of the Supervisory Board: To transfer the consolidated net loss in the amount of 1 398
The number of votes in favor of the resolution was 2 682 192, which is 97,71% of registered votes and the number of votes in against of the resolution was 62 949, which is 2,29% of registered votes.
- Appointment and remuneration principles of auditor for the financial year 2020
Proposal of the Supervisory Board: To appoint AS PricewaterhouseCoopers (registry code: 10142876, address: Pärnu
The number of votes in favor of the resolution was 2 745 141, which is 100,00% of registered votes
- Introducing no par value shares and amendment of the articles of association
Proposal of the Supervisory Board:
1) Introduce no par value shares.
2) In connection with introducing no par value shares, amend clauses 2.1, 2.2 and 2.3 of the articles of association of the Company and confirm their new wording as follows:
2.1 The minimum share capital of the company is
2.2 The minimum number of no par value shares is 2,500,000 and the maximum number is 10,000,000. Each share grants one vote at the general meeting of shareholders. The company only has one class of shares – no par value registered shares.
2.3 The general meeting shall resolve the increase or reduction of share capital. The resolution about increasing share capital shall be adopted in case it receives at least two thirds of the votes represented at the general meeting. Upon increasing share capital the shareholders have a pre-emptive right to subscribe for the new shares in proportion to the sum of the book value of the shareholder’s shares. The pre-emptive right of the shareholders may be barred by a resolution of the general meeting which receives at least three-quarters of the votes represented at the general meeting.
3) As a result of introducing a no par value share, the Company will have 4,499,061 no par value shares, whereas each share grants the shareholder one vote at the general meeting of shareholders. As a result of adopting the resolution specified in clause, the book value of a share of the Company will be
4) To approve the new Articles of Association.
The number of votes in favor of the resolution was 2 745 141, which is 100,00% of registered votes.
- Reduction of share capital to cover unallocated losses from previous periods
After the use of all reserves, at the end of 2019 the Company had
Proposal of the Supervisory Board:
In order to cover the losses after the use of all reserves in the amount of
1) Reduce the share capital of the Company by
2) The share capital will be reduced by decreasing the book value of the shares: as a result of reduction, the book value of the Company’s share will decrease to
5) The list of shareholders participating in the reduction of share capital shall be fixed 24th
The number of votes in favor of the resolution was 2 745 141, which is 100,00% of registered votes.
The minutes of the meeting will be published on the website of the company no later than Friday
Torfinn Losvik
CEO & Chairman of the Management Board
Phone: + 372 56 99 09 88
E-mail: torfinn.losvik@nordicfibreboard.com
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