Published: 2019-06-28 12:00:28 CEST
Valmieras stikla škiedra
Decisions of general meeting

RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company „VALMIERAS STIKLA ŠĶIEDRA” held on June 28, 2019

Taking into account the delay in publishing of the audited annual report 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.

To take note of the explanation of the Company’s Management Board of the Company’s financial situation and operations in 2019.

Voting results: decision is taken with the required majority of votes.

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

1) To take note that at the convened shareholders meeting it is impossible for objective reasons for the shareholders to review the reports of the Management Board, the Council, the Audit Committee and the opinion of the Sworn Auditor and to decide on the approval of the Annual Report for 2018;
2) To assign the Management Board of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” to convene the Shareholders' Meeting for review of the report of the Management Board, the Council, the Audit Committee and the Statement of the Sworn Auditor and for approval of the Annual Report for 2018 immediately after the Sworn Auditor has provided his / her report on Annual Report for 2018 prepared by the Management Board and reviewed by the Council.

Voting results: decision is taken with the required majority of votes.

2. Distribution of 2018 profit.

To postpone consideration of the item of the agenda “Distribution of 2018 profit”.

Voting results: decision is taken with the required majority of votes.

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

To postpone consideration of the item of the agenda “Election of the Auditor for the audit of the annual report of 2019 and setting remuneration for the Auditor”.

Voting results: decision is taken with the required majority of votes.

4. 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.

Voting results: decision is taken with the required majority of votes.

5. 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.

Voting results: decision is taken with the required majority of votes.

2) To elect the member of the Supervisory Council of joint stock company “VALMIERAS STIKLA ŠĶIEDRA”, determining the the term of office of the Council from 28 June 2019 until 28 June 2021:
1. Heinz-Jürgen Preiss-Daimler;
2. Stefan Alexander Preiss-Daimler;
3. Andris Oskars Brutāns;
4. Ainārs Ozols;
5. Theis Klauberg.

Voting results: decision is taken by dividing of votes.

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.

Voting results: decision is taken with the required majority of votes.

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

1) To postpone consideration of the item of the agenda “Increase of share capital and amendments to the Articles of Association” in the part on increase of the share capital.

2) To express Article 8 of the Statute in the following wording:
“8. Management Board.
The minimum amount of Board members is 3 (three).
The company is represented by at least 2 board members together.
The Management board is entitled to adopt resolutions if more than half of its' members participate at the meeting.
The Management board adopts its' resolutions with a simple majority of votes. If the votes divide similarly, the vote of the chairman of the Management board is decisive.
The board is elected for a term not longer than 3 years.
In case, if a board member vacates its' post (or is being dismissed), the new one board member being elected instead of the quitted board member, is being elected for a term not exceeding the remaining empowerment term of the quitted board member.’’

Voting results: decision is taken with the required qualified majority of votes.

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

To postpone consideration of the item of the agenda “The public offer of the newly issued shares of AS VALMIERAS STIKLA ŠĶIEDRA and admission of the shares to the regulated market”.

Voting results: decision is taken with the required majority of votes.

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

To postpone consideration of the item of the agenda “Transfer of shares from the Baltic secondary list to the Baltic main list of the stock exchange AS Nasdaq Riga”.

Voting results: decision is taken with the required majority of votes.

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

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

Voting results: decision is taken with the required majority of votes.


Valmiera, 28 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


CV_Ainars_Ozols_EN.pdf
CV_Theis_Klauberg_EN.pdf
AGM_Management_Board_Explanation_Slides_EN.pdf