Draft resolutions of Annual General Meeting of Shareholders of AS “MADARA Cosmetics”, dated 22 May 2018

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Inside information, 2018-05-08 14:01 CEST (GLOBE NEWSWIRE)

Draft resolutions of Annual General Meeting of Shareholders of AS “MADARA Cosmetics”, dated 22 May 2018

1. Approval of annual report for the financial year 2017.
1.1. To take note of the reports by the Management Board and the Supervisory Board of AS “MADARA Cosmetics”, as well as the report by certified auditor on the results of financial year 2017.
1.2. To approve the annual report for year 2017 that has been prepared by the Management Board of AS “MADARA Cosmetics” and reviewed by the Supervisory Board of AS “MADARA Cosmetics”.
1.3. To approve the annual consolidated report for year 2017 that has been prepared by the Management Board of AS “MADARA Cosmetics” and reviewed by the Supervisory Board of AS “MADARA Cosmetics”.

2. The election of the Members of the Supervisory Board.
2.1. To revoke the current Supervisory Board members of AS “MADARA Cosmetics”:
2.1.1. Zane Tamane; 
2.1.2. Liene Drāzniece; 
2.1.3. Anna Andersone; 
2.1.4. Solvita Kurtiša;
2.1.5. Anna Ramata-Stunda.

2.2. To elect new Supervisory Board members of AS “MADARA Cosmetics” for the term of five years:
2.2.1. Zane Tamane;
2.2.2. Anu Pauliina Koskinen;
2.2.3. Anna Andersone;
2.2.4. Solvita Kurtiša;
2.2.5. Anna Ramata-Stunda.

2.3. To set the remuneration for the fulfilment of duties of the Supervisory Board of AS “MADARA Cosmetics” 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).

3. Decision on the use of profit of the financial year 2017.
3.1. To distribute part of the total profit of financial year 2017 of AS “MADARA Cosmetics” (profit of the mother company), which is in the amount of EUR 1 238 374, as dividend payments in the total amount of EUR 337 071,78, namely, EUR 0,09 per share.
3.2. 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 AS “MADARA Cosmetics”.
3.3. To set the dividend record date as 11 June 2018.
3.4. To set the dividend payment date as 12 June 2018.
3.5. To set the dividend Ex-date as 8 June 2018 (namely, the date starting from which dividend will not be received for the acquired shares, for which the decision on dividend payment was adopted).

4. Approval of the personnel share option issue and the related increase of the conditional share capital.
4.1. To issue 7 000 personnel options of AS “MADARA Cosmetics” in the total amount of EUR 700 (namely, to issue 7 000 personnel options with the nominal value of each EUR 0,10).
4.2. To set that the Management Board of AS “MADARA Cosmetics” is eligible to grant the issued personnel options to the employees of the AS “MADARA Cosmetics”, department managers and Supervisory Boards members, which have made a significant contribution to the business development of AS “MADARA Cosmetics”.
4.3. 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 AS “MADARA Cosmetics” 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.
4.4. To set that one personnel option grants the right to receive one dematerialized bearer share of AS “MADARA Cosmetics” with the nominal value of each share EUR 0,10. AS “MADARA Cosmetics” issues the new shares, using the retained profit of AS “MADARA Cosmetics”.
4.5. 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 AS “MADARA Cosmetics” 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 AS “MADARA Cosmetics” shares which corresponds to its personnel option amount, by submitting an application to the Management Board of the AS “MADARA Cosmetics” during the next 30 (thirty) days, starting from the next day after.
4.6. To set that when converting personnel options, the newly issued shares are acquired free of charge.
4.7. To set that personnel options may not be alienated, as well as may not be inherited.
4.8. To increase the share capital of AS “MADARA Cosmetics” in the amount of EUR 700 (namely, the maximum amount for which the Management Board of AS “MADARA Cosmetics” will be able to perform the actual new share issue).
4.9. To approve the conditional share increase terms of AS “MADARA Cosmetics” (in the attachment - in Latvian and English).

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.