All of the shareholders of European Lingerie Group AB, Reg. No. 559135-0136, attended the Annual General Meeting, which was held virtually (via Skype meeting) on Tuesday, 25 August, 2020 at 17:00 CET, and they unanimously took the following decisions:
Proposed agenda / Decisions taken
- Opening of the meeting / The AGM was opened by Mr. Indrek Rahumaa, who had been appointed to do so by the company’s Board of Directors.
- Election of Chairman of the meeting / Mr. Indrek Rahumaa was appointed to lead the proceedings of the AGM as Chairman of the meeting. It was decided that the invitee Ms. Diāna Suprunoviča was entitled to be present at the AGM. The meeting appointed the company’s CFO, Ms. Diāna Sprunoviča, to serve as Secretary of the AGM.
- Preparation and approval of the voting list / The Secretary disclosed the number of shares represented at the AGM, after which a list of the shareholders present and represented at the AGM and their voting power was established and approved.
- Approval of the agenda / The meeting approved the agenda.
- Election of one or two persons who shall certify the minutes of the meeting / Mr. Indrek Rahumaa was appointed to certify the minutes of this meeting.
- Determination of whether the meeting was duly convened / The Secretary announced that the invitation to this AGM had been published on the company’s website on 18 August 2020 and that prior thereto each shareholder had also been informed separately of the AGM in writing. It was verified that the AGM had been duly convened.
- Speech by the Member of the Board of Directors/Managing Director. Questions from the shareholders to the Board of Directors and the management. / The Member of the Board of Directors/Managing Director presented the company’s business and development. The shareholders were given the opportunity to ask questions. The questions were answered by the Managing Director.
- Presentation of the annual report and auditors’ report for 2019 / The annual report of the parent company and Group Annual Report, with incorporated income statements and balance sheets in respect of the financial year 2019, were presented.
- Resolutions regarding:a) adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet / It was resolved to adopt the income statement and the balance sheet, along with the consolidated income statement and the consolidated balance sheet, as presented in the annual report.
b) appropriaion of the Company’s results in accordance with the adopted balance sheet / The Chairman presented the principal contents of the Board’s proposal regarding Funds in the parent company available for distribution were the following as of 31 December 2019 (in thousands of EUR):
- Other paid in capital: 43’500
- Net income carried forward: (2’419)
- Loss for the year: (1’950)
- Total: 41’081
The Board of Directors proposes to carry forward the total Funds available for distribution in the amount of EUR 41’081 thousand.
It was resolved that the Funds available for distribution in the amount of EUR 41’081 thousand be carried forward.
c) discharge of liability for the members of the Board of Directors and the Managing Director / It was resolved to discharge the members of the Board of Directors – Mr. Indrek Rahumaa, Mr. Dmitry Ditchkovsky and Mr. Carl Oscar Edgren from liability for the financial year 2019, and not to discharge the member of the Board of Directors/Managing director – Mr. Peter Erik Alexander Partma from liability for the financial year 2019.
10. Determination of the number of Board members and deputies of the Board of Directors to be elected by the Annual General Meeting / It was resolved that for the period until the close of the next Annual General Meeting, the Board of Directors shall consist of three members, without deputies.
11. Election of the members and deputies of the Board of Directors / The current Members of the Board of Directors have been re-elected:
- Indrek Rahumaa, Managing Director;
- Carl Oscar Edgren, Chairman of the Board;
- Dmitry Ditchkovsky.
12. Election of the Chairman of the Board of Directors / Mr. Carl Oscar Edgren shall be re-elected as the Chairman of the Board of Directors.
13. Determination of the number of auditors/ It was resolved that the number of auditors shall be one with no deputy auditor.
14. Election of auditors / It was resolved to elect the audit company Ernst & Young AB as auditor for the period as of the end of the Annual General Meeting 2020 until the end of the Annual General Meeting 2021. It was noted that Ernst & Young AB has informed the company that Oscar Wall will be the auditor in charge.
15. Closing of the meeting / Since nothing else was submitted or arose for discussion, the Chairman declared the 2020 AGM closed.
For additional information, please contact:
Indrek Rahumaa / Group CEO / Phone: +372 5092080 / E-mail: firstname.lastname@example.org
Diana Suprunovica / Group CFO / Phone: +371 28391256 / E-mail: email@example.com