The decisions adopted at the General Meeting of Shareholders of AS “MADARA Cosmetics”

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Inside information, 2018-05-22 15:23 CEST (GLOBE NEWSWIRE)

The decisions adopted at the General Meeting of Shareholders of AS “MADARA Cosmetics”

1. Approval of the annual report for the financial year 2017.

1) To take note of the reports by the management board and the supervisory board of the Company, as well as the report by certified auditor on the results of financial year 2017.

2) To approve the annual report for the financial year 2017 that has been prepared by the management board of the Company and reviewed by the supervisory board of the Company.

3) To approve the annual consolidated report for the financial year 2017 that has been prepared by the management board of the Company and reviewed by the supervisory board of the Company.

Voting results: the decisions have been adopted with the required majority.

2. The election of the members of the supervisory board.

1) To revoke the current members of the supervisory board of the Company:
a. Zane Tamane;
b. Liene Drāzniece;
c. Anna Andersone;
d. Solvita Kurtiša;
e. Anna Ramata-Stunda.

2) To elect the following candidates for the positions of the supervisory board for the next 5 (five) years:
a. Zane Tamane;
b. Anu Pauliina Koskinen;
c. Anna Andersone;
d. Solvita Kurtiša;
e. Anna Ramata-Stunda.

3) To set the remuneration for the fulfilment of duties of the supervisory board of the Company for each member in accordance with an hourly rate, determined at EUR 72,56 per hour (before tax), but in any case, no more than EUR 1 000 per month (before tax).

Voting results: the decisions have been adopted with the required majority.

3. Decision on the use of profit of the financial year 2017.

1) To distribute part of the total profit of the Company in the amount of EUR 1 238 374 (parent company’s profit) as dividend payments in the total amount of EUR 337 071.78, namely, EUR 0.09 per share. To use the rest of the amount of the profit of financial year 2017 in the amount of EUR 901 302,22 for further development of the Company.

2) To set that the dividend record date shall be 11 June 2018. To set that the dividend payment date shall be 12 June 2018. To set that the dividend Ex-date shall be 8 June 2018.

Voting results: the decisions have been adopted with the required majority.

4. Approval of the personnel share option issue and the related increase of the conditional share capital.

1) To issue 7 000 personnel options of the Company in the total amount of EUR 700 (namely, to issue 7 000 personnel options with the nominal value of each EUR 0,10).

2) To set that the management board of the Company is eligible to grant the issued personnel options to the employees of the Company - department managers and supervisory boards members, which have made a significant contribution to the business development the Company.

3) To set that the holders of personnel options lose the right to convert the personnel options granted to them, in case the employment relations between the Company and the holder of personnel options have been terminated, or the holder of personnel options that is also a supervisory board member, has been recalled or has relinquished his office.

4) To set that one personnel option grants the right to receive one dematerialized bearer share of the Company with the nominal value of each share EUR 0,10. The Company issues the new shares, using the retained profit of the Company.

5) The holders of personnel options receive the personnel options as of the moment they are granted (namely, with the appropriate decision adopted by the management board). The holders of personnel options convert their personnel options to newly issued shares of the Company after 36 (thirty-six) months as of their receipt date (hereinafter – the “Holding Period”). After the expiry of the Holding Period, the holder of personnel options is eligible to receive the amount of the Company shares which corresponds to its personnel option amount, by submitting an application to the management board of the Company during the next 30 (thirty) days, starting from the next day after the Holding Period.

6) To set that when converting personnel options, the newly issued shares are acquired free of charge.

7) To set that personnel options may not be alienated, as well as may not be inherited.

8) To increase the share capital of the Company with the condition (conditional share capital) in the amount of EUR 700 (namely, the maximum amount for which the management board of the Company will be authorized to perform the actual new share issue).

9) To approve the conditional share capital increase terms of the Company (Annex No 2).

10) To assign the management board of the Company to prepare and approve the relevant provisions for the personnel share option issue of the Company and other necessary related documents. Voting results: the decisions have been adopted with the required majority.

The Management Board of AS “MADARA Cosmetics”

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The shares of Madara Cosmetics are admitted to trading on Nasdaq Baltic First North Market.

The Certified Adviser for AS Madara Cosmetics is AS LHV Pank.