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Draft resolutions of Annual General Meeting of Shareholders of AS VALMIERAS STIKLA ŠĶIEDRA to be held on May 25, 2018

, Valmiera Glass Fibre Plc.

DRAFT RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company „VALMIERAS STIKLA ŠĶIEDRA” to be held on May 25, 2018 (including Supervisory Board members proposed by shareholders)

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 2017.

1) To take notice of the Reports of Management Board, Supervisory Board, Audit Committee and statement of Sworn auditor for the year 2017 of joint stock company “VALMIERAS STIKLA ŠĶIEDRA”.                                                   
2) To approve the Annual Report of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” for the year 2017 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”.   
                                                   
2. Distribution of the profit for the year 2017.

1) To approve the net profit of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” for the year 2017 in the amount of 5 415 207.00 EUR.
2) To leave undistributed and use 5 415 207.00 EUR for the development of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” with the aim to increase joint stock company “VALMIERAS STIKLA ŠĶIEDRA” competitiveness.

3. Election of the auditor for the audit of the Annual Report for year 2018 and determination of the remuneration for the auditor.

1) To elect audit company “KPMG Baltics” SIA (commercial company license No. 55) as Auditor of the Annual Report of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” for the year 2018.
2) To determine that the remuneration of the Auditor for the audit of Annual report for the year 2018 shall be set according to the agreement signed between the auditor and joint stock company “VALMIERAS STIKLA ŠĶIEDRA” on the audit of the Annual Report 2018.

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.

5. Elections of the Supervisory Board and determination of the remuneration for the members of the Supervisory Board.

1) To release from their positions of members of the Supervisory Board of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” Heinz-Jürgen Preiss-Daimler, Jöran Pfuhl, Andris Oskars Brutāns, Hans-Peter Cordts, Frank Wilhelm Behrends as from the May 25, 2018.
2) To elect in positions of members of the Supervisory Board of joint stock company “VALMIERAS STIKLA ŠĶIEDRA” for three years, determining the beginning of the duties of the Supervisory Board as of the May 25, 2018:

  • Heinz-Jürgen Preiss-Daimler;
  • Jöran Pfuhl;
  • Andris Oskars Brutāns;
  • Hans-Peter Cordts;
  • Stefan Preiss-Daimler.

3) For the results of the year 2017 of the joint stock company “VALMIERAS STIKLA ŠĶIEDRA” to pay additional remuneration in the amount of 1% of the net profit for the year 2017 to each member of the Supervisory Board.                                                       
4) To determine that for the duties during the year 2018, each member of the Supervisory Board of joint stock company „VALMIERAS STIKLA ŠĶIEDRA” shall receive a remuneration in the amount of 3000,- EUR (three thousand euro) for each attended Supervisory Board meeting.                                  

6. Amendments to the Articles of Association.

To supplement Paragraph 4 of the Statutes with the following fifth (last) paragraph:

“The Management Board of the Company, after approval of Supervisory Board, is entitled to increase the Company's share capital from May 25, 2018 until May 25, 2023. The Board has the right to increase the share capital up to 43'503'833 EUR. The share capital can be increased by issuing a maximum of 7'170'961 new shares.”

, Valmiera Glass Fibre Plc.

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