Resolutions supplemented by the Ordinary General Meeting of Shareholders of Rokiskio suris AB convened on 30 April 2026
Resolutions approved by the 30 April 2026 General Meeting of shareholders of Rokiskio suris AB (hereinafter – the Company):
1. Auditor’s findings regarding the consolidated financial reports and management report.
The report is heard. (No decision taken on this item).
2. The Audit Committee report.
The conclusion of the Audit Committee is endorsed (attached).
3. The Company’s consolidated management report for the year 2025.
The consolidated management report of the Company for 2025, prepared by the Company, reviewed by the auditors and approved by the Board of Directors, was presented (No decision to be taken on this agenda item).
4. Approval of the consolidated and company’s financial accounting for the year 2025.
The audited consolidated and Company financial statements for 2025 have been approved (Attached).
5. Allocation of the profit of the Company of 2025.
The distribution of profits for 2025 is approved:
|
| Title | kEUR |
| 1. | Non-distributed profit (loss) at beginning of year | 91,886 |
| 2. | Approved by shareholders dividends related to the year 2024 | (6,284) |
| 3. | Transfers to reserve for own shares purchase | – |
| 4. | Allocated for annual payments (tantiemes) for 2024 | (45) |
| 5. | Non-distributed profit (loss) at beginning of year after dividend payout and transfer to reserves | 85,557 |
| 6. | Net profit (loss) of the Company of fiscal year | 16,342 |
| 7. | Distributable profit (loss) of the Company | 101,899 |
| 8. | Profit share for mandatory reserve | – |
| 9. | Profit share for other reserves | – |
| 10. | Profit share for dividend payout * | (6,283) |
| 11. | Profit share for annual payments (tantiemes) to the Board of Directors, employee bonuses and other as accounted by Profit (loss) statement | (45) |
| 12. | Non-distributed profit (loss) at end of year transferred to the next fiscal year | 95,571 |
*it will be allocated 0.20 EUR per ordinary registered share. In total to the dividends payout EUR 6,283,980.
Persons entitled to receive dividends are those who are actual shareholders of the Company at the end of the tenth day after approval of the resolution for dividend pay-out by the general meeting of shareholders (shareholders proprietary right accounting day), i. e. May 15, 2026.
6. Approval of the Companys’s Remuneration Report.
The remuneration report of the company, which forms part of the management report of Rokiskio suris AB for 2025, was approved. (Attached)
7. Regarding repurchase of own shares.
The Company’s shares shall be acquired under the following conditions:
7.1. Purpose of acquisition of own shares – maintain and increase the price of the Company’s share price;
7.2. Maximal number of the shares to be purchased – total value of the Company’s treasury shares including the nominal value of already owned shares may not exceed 1/10 of the Company’s Authorized Capital.
7.3. Period during which the company may purchase own shares – 18 months from the approval of resolution.
7.4. Maximal and minimal purchase price per share – the maximum purchase price per share is EUR 2.94 per ordinary registered share of AB “Rokiškio sūris”. The minimum purchase price per share shall be EUR 1,98 per ordinary registered share of Rokiškio sūris AB.
7.5. Procedure of selling the treasury shares and minimal sales price – The Company’s treasury shares might be cancelled upon a resolution of the general meeting of shareholders or sold under a resolution of the Board of Directors provided the minimal sales price is equal to the acquisition price, and the procedure will ensure equal opportunities for all shareholders to acquire the company’s shares.
7.6. Following the conditions set herewith and the requirements of the Law on Companies of the Republic of Lithuania, to authorize the Board of Directors to accept resolutions regarding purchase of the Company’s own shares, organize purchase and sales of the own shares, establish an order for purchase and sales of the own shares, as well as their price and number, and also complete all other related actions.
The company has accumulated a reserve of kEUR 9,943 for acquisition of treasury shares.
The decision of the General Meeting of Shareholders of April 30, 2025 regarding the acquisition of own shares shall become invalid as of the date of adoption of this resolution.
Dalius Trumpa
CEO of the Company
+370 458 55200
Attachments
