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Corporate governance

General meetings regulations

 

Company shall have at least one General Meeting every year to be called the Annual General Meeting. The duration between Annual General Meetings should not be more than 15 months (s.125 Companies Law). All other meetings are called Extraordinary General Meetings.

An Extraordinary general meeting may be conveened at the request of shareholders holding at least 10% of the issued share capital (s.126 Companies Law). After the listing of the shares of Agroliga Group pic on the NewConnect market the threshold is lowerd to 5% of the issued share capital (s. 126(1 A))

The Board of directors may also covene a general meeting at any time.

An Annual General Meeting and an extraordinary general meeting for a passing of a Special Resolution (requiring 75% majority) shall be called by 21 days notice. All other general meetings shall be called by 14 days notice.

The notice period may be reduced by unanimity in the case of the Annual General Meeting and by shareholders holding at least 95% of issued shares in any other case.

More details.

 

Board of Directors regulations.

Article 81 stipulates expressly that the business of the Company shall be managed by the Board. This means that the Board of Directors collectively represent the company. Article 82 stipulates that the Board of Directors may appoint person or persons to to be the authorised representative of the Company.

This measn that the Board of Directors may authorise any one of its directors or any other third party to bind the company on his own. Such authority is granted by passign of a Board Resolution and granting of a Power of Attorney to the representative.

The Board may also appoint any director to a special position, for example Managing Director. In such an event the Managing Director has the authority to bind the company because of his position. For example you do not need a board authorisation for the Managing Director to purchase stationary for the company. It is assumed that he has the authority because of his position. For more important actions however it is always recommended to pass board resolutions granting authorisations.

More details.

 

Board of Director reports.

The Board shall from time to time, in accordance with sections 142 and 151 of the Law, cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in the aforesaid sections.

 

125.A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in General Meeting, together with a copy of the Auditors' report shall, not less than twenty-one (21) days before the date of the General Meeting, be sent to every Member of, and every holder of debentures of the Company and to every Person registered under Regulation 33.

Corporate governance statement.

Since the Company is incorporated in Cyprus, it has to comply with Cypriot law, as well as with provisions relating to corporate governance issues in the Company's prescribed in the Company’s Articles of Association and the Companies Law cap 113.