AB East West Agro : Decisions of the Management Board of AB East West Agro

East West Agro AB
Annual information Decisions of the Management Board of AB East West Agro

Kaunas, 2022-04-05 15:06 CEST --

Considering that the General Shareholders Meeting of the Company (the Meeting) is being convened on 28April 2022, the members of the Management Board have unanimously (3 votes cast in favour) adopted the following decisions:

1. Submission of documents of the Company to the Meeting

1.1. The Management Board has analysed and evaluated the audited set of annual financial statements of the Company for the year 2021, the draft on distribution of profit (loss) for the year 2021 and together with the annual report of the Company for the year 2021 submit them to the Meeting.

2. Approval of the draft resolutions proposed for the Meeting

To approve the following draft resolutions proposed for the Meeting:

2.1. Organisational issues of the Meeting (election of the Chairman and Secretary of the Meeting):

2.1.1. To elect the Managing Director of the Company Gediminas Kvietkauskas as the Chairman of the Meeting.

2.1.2. To elect a member of the Management Board of the Company Danas Šidlauskas as the Secretary of the Meeting.

2.2. Approval of the annual report of the Company for the year 2021:

2.2.1. To approve the annual report of the Company for financial year ended on 31 December 2021 (Annex 1).

2.3. Approval of the Company's set of annual financial statements for the year 2021:

2.3.1. To approve the Company's audited set of annual financial statements for financial year ended 31 December 2021 (Annex 2).

2.4. Distribution of the Company's profit (loss) for the year 2021:

2.4.1. To distribute profit (loss) of the Company earned during financial year ended 31 December 2021 as follows:

(i) Retained profit (loss) brought forward from the previous financial year at the end of the reporting financial year: EUR 1,425,460;

(ii) Net profit (loss) of the reporting financial year: EUR 2,048,947;

(iii) Profit (loss) of the reporting financial year not recognized in the profit (loss) statement: EUR 0;

(iv) Transfers from reserves: EUR 0;

(v) Shareholders' contributions to cover the losses of the Company: EUR 0;

(vi) Total profit (loss) available for distribution: EUR 3,474,407;

(vii) Portion of profit allocated to the statutory reserve: EUR 0;

(viii) Portion of profit allocated to the reserve for the purchase of own shares: EUR 100,000 (i.e. by increasing the Company's current reserve for the purchase of own shares up to EUR 500,000);

(ix) Portion of profit allocated to the reserve for the granting of own shares: EUR 0;

(x) Portion of profit allocated to other reserves: EUR 0;

(xi) Portion of profit allocated for the payment of dividends: EUR585,939.6 (i.e. by paying dividends to the Company's shareholders, except for the Company itself, in proportion to the number of shares held by paying EUR 0.6 per share);

(xii) Portion of profit allocated for the payment of annual bonuses to members of the Management Board and the Supervisory Board, payment of incentives to employees and other purposes: EUR 0;

(xiii) Retained profit (loss) at the end of the reporting financial year brought forward to the following financial year: EUR 2,888,467.

2.5. Purchase of own shares by the Company:

2.5.1. To purchase own shares of the Company under the following conditions:

(i) the purpose for acquisition of own shares - to acquire own shares, when their liquidity in the alternative First North market is not sufficient, in the opinion of the Management Board of the Company;

(ii) the maximum number of own shares permitted to acquire: 100,000;

(iii) the period during which the Company is permitted to acquire own shares: 18 months;

(iv) the maximum price for acquisition of own shares: EUR 25;

(v) the minimum price for acquisition of own shares: EUR 4;

(vi) the procedure for sale of own shares and minimum price of sale: upon decision of the Management Board of the Company, the Company may hold own shares, transfer them to employees or sell them on the stock market, once the demand occurs, for the price not lower than the lowest price for which the Company has acquired own shares, or annul them, or sell them in any other way upon a separate decision of the shareholders.

2.5.2. To delegate to the Management Board of the Company to establish detail terms and conditions for acquisition of own shares, specifying that the Management Board of the Company during the period for acquisition of own shares can initiate and perform the purchase of own shares as many times as the Management Board deems needed, by adopting a separate resolution of the Management Board, which shall specify the number of shares intended to purchase, the price and other information of relevance in the opinion of the Management Board.

2.6. Election of the auditing firm responsible for the audit of the Company's set of annual financial statements for the financial year ending on 31 December 2022:

2.6.1. To electGrant Thornton Baltic UAB, legal entity code 300056169,registered officeat Upės str. 21-1, Vilnius, Lithuaniaas the auditing firm to carry out the audit of the Company's set of the annual financial statement for the financial year ending on 31 December 2022.

2.6.2. To authorize the Managing Director of the Company to sign the audit services agreement with the abovementioned auditing firm.

Chairman of the board
Danas Šidlauskas
[e-mail]

Attachments:
6_General ballot paper 2022_v01.pdf
4_Decisions of the Management Board of AB East West Agro for AGM 2022_v01.pdf
EWA 2021 Annual report FS auditors report.pdf
5_Draft resolutions 2022_v01.pdf