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
