Agenda and draft decisions of the extraordinary shareholders' meeting of joint stock company “Olainfarm”
Management board of the joint stock company “Olainfarm”, registration No 40003007246, registered address: Rūpnīcu iela 5, Olaine, LV-2114 (hereinafter “the Company”) has convened, on its own initiative, an extraordinary shareholders’ meeting of the Company on 14 October 2021 at 11.00.
The notice of an extraordinary shareholders’ meeting was distributed on 9 September 2021, informing shareholders of the right to request the institution convening the shareholders’ meeting to include additional issues in the agenda of the meeting within 7 days of the date of publication of the notice.
A request for the inclusion of additional issues in the agenda of an extraordinary shareholders’ meeting has been received within the time period specified in regulatory enactments from limited liability company “OLMAFARM” representing 42,56% of the Company's share capital. In the light of the above, the announced agenda of the extraordinary shareholders’ meeting is supplemented by paragraphs 2, 3 and 4.
Agenda and draft decisions of the Company’s extraordinary shareholders' meeting of 14 October 2021:
- Election of a sworn auditor for the audit of the 2021 annual report and determination of the auditor's remuneration.
Draft decision:
To elect a commercial company of sworn auditors, SIA “BDO ASSURANCE”, as the auditor of the 2021 financial statement and consolidated financial statement of the joint stock company “Olainfarm”, prepared in accordance with the International Financial Reporting Standards approved by the European Union, determining the total remuneration 88 700 EUR excluding VAT.
- Amendments to paragraph 4 of the Articles of association of the joint stock company “Olainfarm”
Draft decisions:
2.1. To amend paragraph 4 of the Articles of association as follows:
“Management board of the Company consists of five members of the management board. The members of the management board shall be elected by the supervisory council. The supervisory council shall appoint the chairman of the management board from among the members of the management board. The chairman of the management board shall be entitled to represent the Company individually, the other members of the management board shall be entitled to represent the Company together with at least 1 (one) member of the management board. “
- To approve the new version of the Articles of Association of the joint stock company “Olainfarm”.
- Filing claims against previous members of the supervisory council and the management board of joint stock company “Olainfarm”.
Draft decisions:
3.1. Approve the bringing an action against former members of the supervisory council of the joint stock company “Olainfarm”, Haralds Velmers and Karlis Krastins, on the recognition of their claims for compensation for early removal from office as unfounded and the release of the joint stock company “Olainfarm” from the execution of the notarial enforcement acts issued for the recovery of these refunds, as well as the recovery of the amounts of compensation paid, taking into account the fact that Haralds Velmers and Karlis Krastins were removed from the position of members of the supervisory council of the joint stock company “Olainfarm” in relation to the loss of shareholders’ trust and behaviour contrary to shareholders' interests, infringements of the principle of honest and careful managers.
3.2. Bring an action against former members of the supervisory council of the joint stock company “Olainfarm”, Haralds Velmers and Karlis Krastins, for compensation for losses caused to the joint stock company “Olainfarm”, by ordering the management board of the joint stock company “Olainfarm” to carry out an internal audit of the company for the period from 1 April 2019 to 17 June 2021 and to carry out an accurate calculation of losses.
3.3. In accordance with Section 172, Paragraph four of the Commercial Law, specify that an action against the members of the supervisory council shall be brought and maintained by the management board.
3.4. Bring actions against former members of the management board of the joint stock company “Olainfarm”, Milana Belevica and Jeroen Hidde Weites:
3.4.1. against Milana Belevica for losses to be disclosed as a result of the internal audit of the joint stock company “Olainfarm”, as well as consultation agreement unilaterally concluded by Milana Belevica on 12 March 2021 with Ludwig & Co GmbH, concluded without the approval of the supervisory council of the joint stock company “Olainfarm”, breaching paragraph 5.11.9 of the rules of procedure of the management board of the joint stock company “Olainfarm”.
3.4.2. against Jeroen Hidde Weites for losses to be disclosed as a result of the internal audit of the joint stock company “Olainfarm”, as well as performance of the authorization agreement of 29 November 2019 and the recovery of sums unduly paid, the reimbursement of losses in accordance to the Decision No 114 of the Council of the Financial and Capital Market Commission of 21 September 2021 “For infringements of Section 4.1, Paragraph two, of the Financial Instrument Market Law and Section 18 of Regulation No 596/2014”.
- In accordance with Section 172, Paragraph three of the Commercial Law, specify that an action against the members of the management board shall be brought and maintained by the supervisory council.
- On the exclusion of shares from the regulated market.
Draft decision:
4.1. Exclude shares of the joint stock company “Olainfarm” from the regulated market.
Considering that on the agenda of the Extraordinary Shareholders' Meeting the question of excluding shares of the company from the regulated market is included, the management board of the Company draws the attention of the shareholders that voting in favour of the proposed draft decisions the shareholders may have legal consequences, i.e. an obligation to make a mandatory share repurchase offer in accordance with Clause 2 of the fourth paragraph of the Section 66 of the Financial Instrument Market Law.
Management board of joint stock company "Olainfarm"
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