Draft resolutions of the Annual General Meeting of Shareholders of AS “MADARA Cosmetics”, dated 28 May 2019

Inside information, 2019-05-14 11:35 CEST

Draft resolutions of the Annual General Meeting of Shareholders of AS “MADARA Cosmetics”, dated 28 May 2019

1. Approval of the annual report for the financial year 2018.

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 2018.

2) To approve the separate annual report for the financial year 2018 and the annual consolidated report for the financial year 2018 that has been prepared by the Management Board and reviewed by the Supervisory Board of AS “MADARA Cosmetics”.

2. Decision on the use of profit of the Company.

1) To retain AS “MADARA Cosmetics” profit for the financial year 2018 (profit of the parent company) in the amount of EUR 1 542 819 undistributed at present and to transfer to retained earnings (reserves).

2) To pay out dividends in the amount of EUR 449 429.04, i.e., EUR 0.12 per share, from the retained earnings of AS “MADARA Cosmetics” for the financial year 2017 in the amount of EUR 901 302.22, which were transferred to AS “MADARA Cosmetics” retained earnings (reserves) pursuant to the decision of the Annual General Meeting of Shareholders of AS “MADARA Cosmetics” of 22 May 2018.

3) To leave the remaining part of retained earnings for the financial year 2017 in the amount of EUR 451,873.18 as retained earnings of AS “MADARA Cosmetics”.

4) To set that the dividend Ex-date (namely, the date from which no dividends will be paid for the shares in respect to which a decision was made to pay dividends) shall be 10 June 2019.

5) To set that the dividend record date shall be 11 June 2019.

6) To set that the dividend payment date shall be 12 June 2019.

3. Election of the Auditor for the audit of the annual reports for years 2019, 2020 and 2021 and decision on remuneration of the Auditor.

1) To elect ____________ as the certified auditor for audit of the annual reports of AS “MADARA Cosmetics” for the financial years 2019, 2020, 2021.

2) To set the total remuneration of the certified auditor for the audit of the annual reports for financial years 2019, 2020 and 2021 in the amount of EUR ____________, excluding value added tax.

3) To assign the Management Board of AS “MADARA Cosmetics” to conclude an agreement with the certified auditor for the audit of the annual reports for the financial years 2019, 2020 and 2021.

4. Election and decision on remuneration of the Members of the Supervisory Board.

1) To revoke the current Members of the Supervisory Board of AS “MADARA Cosmetics”:
a. Zane Tamane;
b. Anu Pauliina Koskinen;
c. Anna Andersone;
d. 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. Anna Ramata-Stunda;
e. Liene Drāzniece.

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).

Attached:
The CV of the candidate who is not a member of the current Council of AS “MADARA Cosmetics” - Liene_Drazniece_CV_ENG_2019.docx

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.