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DRAFT RESOLUTIONS of the Annual General Meeting of Shareholders of JSC „Olainfarm” to be held on September 22, 2020
of the Annual General Meeting of Shareholders of JSC „Olainfarm” to be held on September 22, 2020
1. Report of the Board on results of operations in 2019.
To take notice of the Report of the Board of the JSC “Olainfarm” on results of operations in 2019.
2. Report of the Council on results of operations in 2019.
To take notice of the Report of the Council of the JSC “Olainfarm” on results of operations in 2019.
3. Approval of the JSC “Olainfarm” Consolidated Annual Report for 2019.
To approve the Consolidated Annual Report of JSC „Olainfarm” for 2019 with profit in amount of EUR 22 239 000,00.
4. Distribution of profit of 2019.
4.1. To pay dividends to the shareholders of the Joint Stock Company" Olainfarm " in amount EUR 4 507 224,96, which amounts to 0,32 euro (thirty two cents) per share, from the undistributed profit of Joint Stock Company "Olainfarm" accrued until December 31, 2017.
4.2. Fix for ex-date (last working day before Record Date): October 7, 2020; for dividend entry date: October 8, 2020; and for the date of dividend payment: October 9, 2020.
4.3. Annual profit of Joint Stock Company "Olainfarm" for year 2019 in amount of EUR 22 239 000,00 to be left undistributed and redirected to the development of the Joint Stock Company "Olainfarm".
5. Repeal of the Regulation of the Auditing Committee and approval of a new Regulation
To cancel the Regulation of the Auditing Committee of the Joint Stock Company Olainfarm dated by June 11, 2015.
6. Approval of remuneration policy of the Council and Board of Joint Stock Company “Olainfarm"
To approve remuneration policy of the Council and Board of Joint Stock Company “Olainfarm”.
7. Raising a claim against previous Board members of the Joint Stock Company “Olainfarm"
7.1. To file a lawsuit for recovery of damages on the basis of Article 169 of the Commercial Law against Olainfarm Board members who were in office at the time of the conclusion contract for the provision of services No. 2-2017 dated January 2, 2017 (hereinafter – the Contract) concluded with Banestar Management Limited, registration number HE142944 (hereinafter – Banestar), and have been involved in the conclusion, continuation (non-termination) of the Contract, insufficient control of its actual execution, and failure to ensure thrifty management; as well as other members of the Board who were in office in later periods and have not acted “as a decent and diligent manager” in relation to the Contract.
7.2. In addition to make an assessment of third parties, including, but not limited to, the necessity of involving in the framework of the court proceedings the insurance companies that provided the Board members (against whom a lawsuit to be filed according the Resolution 7.1 above) liability insurance and, if necessary, to carry out the engagement of third parties in the context of such evaluation, in the framework of the proceedings initiated under the Resolution 7.1 above.
7.3. To stipulate that According to the third paragraph of Article 172 of the Commercial Law, the lawsuit against the members of the Board shall be filed and maintained by the Council.
Board of the JSC “Olainfarm”
Investor Relations Advisor of JSC Olainfarm
Ph.: +371 29178878