Resolutions supplemented by the Extraordinary General Meeting of Shareholders of Rokiskio suris AB convened on 27 June 2024
June 27 2024 - 8:10AM
UK Regulatory
Resolutions supplemented by the Extraordinary General Meeting of
Shareholders of Rokiskio suris AB convened on 27 June 2024
Resolutions approved by the 27 June 2024
Extraordinary General Meeting of Shareholders of Rokiskio suris AB
(hereinafter – the Company):
1. Reduction
of the Company's authorised capital by cancelling the Company's
repurchased shares.
Resolution:
To reduce the authorised capital of Rokiskio suris AB by EUR 1
040 171.13 (one million forty thousand one hundred and
seventy-one euro and 13 cents) by cancelling the Company's 3 586
797 (three million five hundred and eighty-six thousand seven
hundred and ninety-seven) ordinary registered shares, with a
nominal value of EUR 0.29 each.
After cancellation of its own bought-in shares, the authorised
capital of Rokiskio suris AB shall amount to EUR 9 361 540.17
(nine million three hundred and sixty-one thousand five hundred and
forty euros and 17 cents) divided into 32 281 173 (thirty-two
million two hundred and eighty-one thousand one hundred and
seventy-three) ordinary registered shares with a nominal value of
EUR 0.29 per share.
2. Approval
of the new version of the Company's Articles of
Association.
Resolution:
2.1. To approve the new version of the Articles of Association of
the Company.
2.2. To authorise the Director of Rokiskio suris AB, Dalius Trumpa,
to sign the new version of the Articles of Association of Rokiskio
suris AB.
3. Acquisition
of the Company's own shares.
Resolution:
3. Acquire treasury shares in the Company on the
following terms:
3.1 The purpose of the acquisition of treasury shares is to reduce
the Company's authorised capital by cancelling treasury shares.
Following a change in the priorities of the Company's strategic
investor, this investor has expressed a wish to sell any remaining
unsold shares to the Company, which issued the shares in the first
place, as well as to ensure that all interested shareholders have
the opportunity to sell their shares;
3.2. The maximum number of shares that may be purchased - the total
nominal value of the Company's treasury shares, together with the
nominal value of other treasury shares already held, may not exceed
1/10 of the Company's authorised capital;
3.3. The period within which the Company may acquire its own shares
shall be 18 months from the date of this Decision;
3.4. Maximum and minimum purchase price of shares - the maximum
purchase price of one share shall be EUR 2.94 per ordinary
registered share of Rokiskio suris AB. The minimum purchase price
per share shall be EUR 1.98 per ordinary registered share of
Rokiskio suris AB.
3.5. Procedure for the sale of treasury shares and minimum sale
price - treasury shares will not be sold, but will be cancelled by
a decision of the General Meeting of Shareholders, reducing the
Company's authorised capital.
3.6. To instruct the Management Board of the Company, in accordance
with the terms and conditions set out in this Decision and the
requirements of the Law on Joint-Stock Companies of the Republic of
Lithuania, to make decisions on the purchase of the Company's own
shares, to organise the purchase of the Company's own shares, to
determine the procedure and timing of the purchase of the Company's
own shares, the number of shares and the price of the shares and to
carry out any other actions relating to the acquisition and sale of
the Company's own shares.
The Company has an unused reserve of EUR 9
943 thousand for the acquisition of own shares.
Dalius Trumpa
CEO of the Company
Tel. :+370 458 55200
- Articles of association 2024
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