Published: 2019-06-14 16:09:31 CEST
Valmieras stikla škiedra
Inside information

DRAFT DECISIONS adopted on 28 June 2019 at the current shareholders’ meeting of AS VALMIERAS STIKLA ŠĶIEDRA

1. Taking into account the delay in publishing of the audited financial statements for 2018 and the Interim Financial report for the 1st quarter of 2019, the Company's Management Board's explanation of the Company's operations in 2019.

1) To take note of the explanation of the Company’s Management Board of the Company’s operations in 2019.

2. Reports of the Management Board, Council, Audit Committee and the Sworn Auditor’s Opinion, approval of the annual report for 2018.

1) Accept the reports of the Management Board, Council, and the Audit Committee of AS VALMIERAS STIKLA ŠĶIEDRA and the Sworn Auditor’s Opinion.
2) Approve the annual report of AS VALMIERAS STIKLA ŠĶIEDRA for 2018, drawn up by the Management Board of AS VALMIERAS STIKLA ŠĶIEDRA and reviewed by the Council of AS VALMIERAS STIKLA ŠĶIEDRA.

3. Distribution of 2018 profit.

1) Approve the net profit of AS VALMIERAS STIKLA ŠĶIEDRA for the year 2018 in the amount of EUR [●].
2) Keep the net profit of 2018 in the amount of EUR [●] undistributed.

4. Election of the Auditor for the audit of the annual report of 2019 and setting remuneration for the Auditor.

1) Elect the commercial company of sworn auditors SIA KPMG Baltics, licence No. 55 (hereinafter – the Auditor), to audit the annual report of AS VALMIERAS STIKLA ŠĶIEDRA for the year 2019.
2) Set the Auditor’s remuneration for the audit of the annual report of 2019 in accordance with the agreement between the Board of AS VALMIERAS STIKLA ŠĶIEDRA and the Auditor on the audit of the annual report of AS VALMIERAS STIKLA ŠĶIEDRA for the year 2019.

5. Setting remuneration for members of the Audit Committee.

For the performance of duties as a member of the Audit Committee of AS VALMIERAS STIKLA ŠĶIEDRA, set the remuneration of EUR 1,850 (one thousand eight hundred and fifty euros) for each member of the Audit Committee for each meeting of the Audit Committee attended.

6. Election of the Council and setting remuneration for the members of the Council.

1) Relieve from office the following members of the Council of AS VALMIERAS STIKLA ŠĶIEDRA starting from 28 June 2019: Heinz-Jürgen Preiss-Daimler, Stefan Alexander Preiss-Daimler, and Andris Oskars Brutāns.
2) Elect members of the Council of AS VALMIERAS STIKLA ŠĶIEDRA with the term of beginning as of 28 June 2019 until 28 June 2021 nominated by the Shareholders of AS VALMIERAS STIKLA ŠĶIEDRA.
3) Not to pay additional remuneration to the members of the Council for the performance results of AS VALMIERAS STIKLA ŠĶIEDRA in 2018.
4) For the performance of duties as a member of the Council of AS VALMIERAS STIKLA ŠĶIEDRA in 2019, set the remuneration of EUR 3,000 (three thousand euros) for each member of the Council for each meeting of the Council attended.

7. Increase of share capital and amendments to the Articles of Association.

1) Increase the share capital of AS VALMIERAS STIKLA ŠĶIEDRA up to EUR [●] ([●] euros) by issuing up to [●] ([●]) dematerialised bearer shares with the nominal value of EUR 1.40 (one euro and 40 cents) per share.
2) Set the sales price of 1 (one) dematerialised bearer share of AS VALMIERAS STIKLA ŠĶIEDRA in the amount of the nominal value of one share of AS VALMIERAS STIKLA ŠĶIEDRA, i.e. EUR 1.40 (one euro and 40 cents), considering that the organizer of emission and the Management Board of AS VALMIERAS STIKLA ŠĶIEDRA calculates the sale price of one dematerialized bearer share taking into account the market value of the shares of AS VALMIERAS STIKLA ŠĶIEDRA (including the respective weighted average market price of the shares) in 2018, as well the financial market environment and other circumstances at the moment of determination.
3) If the called-up share capital of AS VALMIERAS STIKLA ŠĶIEDRA is not subscribed in full amount in accordance with Paragraph three of Section 260 of the Commercial Law, the issue of shares shall be deemed to have taken place to the value of the subscribed and paid-up shares de facto, provided that the minimum subscribed and paid-up share capital of the new issue is EUR [●] ([●] euros) and thus the total paid-up sales price for the shares of the new issue shall be at least EUR [●] ([●] euros), [and at the behest of the Board, the Council of the Company shall make the respective amendments to the Company’s Articles of Association. If the subscribed and paid-up share capital of the new issue is less than EUR [●], and thus the total paid-up sales price for the shares of the new issue is less than EUR [●], the shareholders’ meeting of the Company shall decide on the validity of the issue and the amount of the validity.]
4) Approve the regulations on the increase of the share capital of AS VALMIERAS STIKLA ŠĶIEDRA (attached to the Minutes as Annex 1).
5) Approve the amendments to the Articles of Association (attached to the Minutes as Annex 2).
6) Approve the full text of the Articles of Association of AS VALMIERAS STIKLA ŠĶIEDRA in the new wording (attached to the Minutes as Annex 3).
7) Whereas: (i) the following shareholders of AS VALMIERAS STIKLA ŠĶIEDRA are present at the Meeting – [●]; [●];[●], representing [●]% of the share capital of AS VALMIERAS STIKLA ŠĶIEDRA; (ii) all former shareholders of AS VALMIERAS STIKLA ŠĶIEDRA have preemptive rights to purchase the shares of the new issue in proportion to the total nominal value of shares they currently hold; (iii) pursuant to Paragraph two of Section 253 of the Commercial Law, the preemptive rights of the shareholders may be cancelled by a decision of the meeting of shareholders taken in accordance with the procedures laid down in Paragraph two of Section 284; and (iv) the Board of AS VALMIERAS STIKLA ŠĶIEDRA has provided a written justification for the necessity to remove the preemptive rights and for the sales price of the shares of the new issue, approve that all preemptive rights to purchase the shares of the new issue granted to the former shareholders of AS VALMIERAS STIKLA ŠĶIEDRA are removed.

8. The public offer of the newly issued shares of AS VALMIERAS STIKLA ŠĶIEDRA and admission of the shares to the regulated market.

1) Approve the public offer of the new issue of up to [●] ([●]) dematerialised bearer shares of AS VALMIERAS STIKLA ŠĶIEDRA and admission of up to [●] ([●]) dematerialised bearer shares of AS VALMIERAS STIKLA ŠĶIEDRA to the Baltic main list of the stock exchange AS Nasdaq Riga, provided that the required increase of the share capital of AS VALMIERAS STIKLA ŠĶIEDRA is carried out and after the amendments to the Articles of Association of AS VALMIERAS STIKLA ŠĶIEDRA (attached to the Minutes as Annex 2), approved in accordance with the item No. 7 of the agenda of this Meeting, as well as the new wording of the full text of the Articles of Association (attached to the Minutes as Annex 3) are registered with the Register of Enterprises of the Republic of Latvia.
2) Approve the development of the issue prospectus of AS VALMIERAS STIKLA ŠĶIEDRA for the public offer of up to [●] ([●]) dematerialised bearer shares of AS VALMIERAS STIKLA ŠĶIEDRA and for the admission of up to [●] ([●]) dematerialised bearer shares of AS VALMIERAS STIKLA ŠĶIEDRA to the regulated market in the Baltic main list of the stock exchange AS Nasdaq Riga, and authorise the Board of AS VALMIERAS STIKLA ŠĶIEDRA to sign the issue prospectus, and, if necessary, make and approve amendments to the issue prospectus, and/or corrections, and/or additions.
3) Authorise the Board of AS VALMIERAS STIKLA ŠĶIEDRA to carry out all activities required to implement the public offer of the dematerialised bearer shares of AS VALMIERAS STIKLA ŠĶIEDRA and admit the dematerialised bearer shares of AS VALMIERAS STIKLA ŠĶIEDRA to the Baltic main list of the stock exchange AS Nasdaq Riga, and register the issue prospectus with the Financial and Capital Market Commission.
4) Authorise the Board of AS VALMIERAS STIKLA ŠĶIEDRA to sign the Placement Agreement and any other documents related thereto with AS LHV Pank, to sign all the necessary agreements and other documents with AS Nasdaq Riga, to sign all the necessary agreements and other documents with Nasdaq central securities depository Societas Europaea (Nasdaq CSD SE) regarding registering and accounting of financial instruments and any other documents, and to represent AS VALMIERAS STIKLA ŠĶIEDRA in relations with AS LHV Pank, Financial and Capital Market Commission, AS Nasdaq Riga, and Nasdaq CSD SE.

9. Transfer of shares from the Baltic secondary list to the Baltic main list of the stock exchange AS Nasdaq Riga.

1) Transfer 23,903,205 (twenty-three million nine hundred and three thousand two hundred and five) current dematerialised bearer shares of AS VALMIERAS STIKLA ŠĶIEDRA from the Baltic secondary list to the Baltic main list of the stock exchange AS Nasdaq Riga.
2) Appoint the Board of AS VALMIERAS STIKLA ŠĶIEDRA to prepare, sign and submit to the stock exchange AS Nasdaq Riga a respective application and any other documents required for the transfer of 23,903,205 (twenty-three million nine hundred and three thousand two hundred and five) current dematerialised bearer shares of AS VALMIERAS STIKLA ŠĶIEDRA from the Baltic secondary list to the Baltic main list of the stock exchange AS Nasdaq Riga.

10. Approval of the policy of remuneration for the Board and the Council.

1) Approve the policy of remuneration for the Board and the Council of AS VALMIERAS STIKLA ŠĶIEDRA.


Valmiera, 14 June 2019

Chairman of the Management Board S. Jugel

Member of the Management Board Ģ. Vēveris



Contacts:
VALMIERAS STIKLA ŠĶIEDRA, AS
Phone: +371 64202216
E-mail: latvia@valmiera-glass.com
More information about company: www.valmiera-glass.com

Attachments


Remuneration_policy.pdf
Amendments_to_the_Statutes_By-Laws_New_Redaction.pdf