Valmieras stikla škiedra
Decisions of general meeting

Correction: Resolutions of Extraordinary General Meeting of Shareholders of AS VALMIERAS STIKLA ŠĶIEDRA held on December 20, 2019

Clarification: The wording "Annual report of year 2018" is replaced by wording "Audited annual consolidated and standalone financial statements for the year 2018" (resolution section 1.2.).

1. Reports of the Management Board, the Supervisory Board, the Audit Committee and statement of the Sworn auditor, approval of the Annual report for the year 2018.

1) To take notice of the Reports of Management Board, Supervisory Board, Audit Committee and statement of Sworn auditor for the year 2018 of joint stock company “VALMIERAS STIKLA ŠĶIEDRA”.

1.1.1. To take notice of the Report of the Management Board, which envisages raising new capital for joint stock company “VALMIERAS STIKLA ŠĶIEDRA” by means of debt and equity-like securities, and to perform private placement by (1) issuing convertible bonds up to EUR 50 000 000 in value and 5 years maturity term, and (2) a parcel of existing company shares and without public offering procedure. Primary use of proceeds shall be repayment of Company’s senior debt in the amount of EUR 35 000 000 in accordance with the Legal Protection Proceedings Plan, as well as for general corporate purposes. It is intended that P-D Group shareholders shall retain a floor of 25% shareholding in joint stock company “VALMIERAS STIKLA ŠĶIEDRA”.

1.1.2. To endorse the proposed new capital raising as outlined by the Management Board and instruct the Management Board to prepare the necessary documents and carry out the necessary actions, including convening a General Meeting of Shareholders of joint stock company „VALMIERAS STIKLA ŠĶIEDRA” to review and approve the new capital raising.                   

2)  To approve the Audited annual consolidated and standalone financial statements for the year 2018 of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” prepared by the Management Board of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” and revised by the Supervisory Board of joint stock company “VALMIERAS STIKLA ŠĶIEDRA”.

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

2. Distribution of the profit for the year 2018.

1)  To approve the losses of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” for the year 2018 in the amount of 92 125 893 EUR.

2)  The losses incurred in 2018 will be partially covered by the retained earnings of previous years (EUR 24 836 473) and EUR 67 289 420 from the profits of the following years.

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

3. Election of the Sworn auditor for the audit of the Annual Report for year 2019 and determination of the remuneration for the Sworn auditor.

1)  To elect audit company “KPMG Baltics AS” (commercial company license No. 55) as Sworn auditor of the Annual Report of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” for the year 2019.

2) To determine that the remuneration of the Sworn auditor for the audit of Annual report joint stock company “VALMIERAS STIKLA ŠĶIEDRA” for the year 2019 will not exceed 100 000 EUR, excluding VAT.

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

4. Determination of the remuneration for the Audit Committee.

To determine that for the duties each member of the Audit Committee of joint stock company „VALMIERAS STIKLA ŠĶIEDRA” shall receive a remuneration in the amount of 1850,- EUR (one thousand eight hundred fifty euros) for each attended Audit Committee meeting.

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

Valmiera, December 20, 2019

Chairman of the Management Board  S. Jugel

Member of the Management Board Ģ. Vēveris