Published: 2020-06-26 15:35:00 CEST
MADARA Cosmetics
Notice to convene annual general meeting

Notification on convocation of AS “MADARA Cosmetics” Annual General Meeting of shareholders

Inside information, 2020-06-26 15:35 CEST --

The Management Board of AS “MADARA Cosmetics”, registration number: 40003844254, legal address: 131 Zeltiņu Street, Mārupe district, Mārupe, LV‑2167, Latvia, hereby convenes the Annual General Meeting of shareholders of AS “MADARA Cosmetics”. The Annual General Meeting will take place on 28 July 2020 at 14:00 at 131 Zeltiņu Street, Mārupe district, Mārupe, LV‑2167, Latvia, at the premises of AS “MADARA Cosmetics”.
 
Taking into account the national restrictions applicable in respect to physical distancing and epidemiological safety measures, as well as according to the recent amendments to the Commercial Law, the Management Board of the company will provide the shareholders with the possibility to connect to the meeting remotely, without physically attending the meeting.
 
Shareholders willing to attend the meeting physically in person must provide a confirmation prior to the registration to the meeting, certifying that the shareholder has not visited the countries or territories affected by Covid-19 and has not been in contact with persons infected with Covid-19 or its contact persons 14 days prior to the meeting.
 
The agenda of the meeting includes the following items:
 
1.    Approval of the annual report for the financial year 2019.
2.    Decision on the use of profit of the Company.
3.    Approval of the issue of employee stock options and related conditional share capital increase.
4.    Election and decision on remuneration of the Members of the Supervisory Board.
 
The shareholders can attend the meeting either in person or through their legal representatives or authorized persons and vote physically in person or use the rights to participate and vote remotely, using electronic means of communication.
 
Shareholders may exercise the right to vote in writing before the shareholders' meeting, using a secure electronic signature, by sending a vote to the e-mail address: ir@madaracosmetics.com or signed in paper form by post to the legal address of the company at 131 Zeltiņu Street, Mārupe district, Mārupe, LV‑2167, Latvia, with a notarized signature on the voting form.
 
The voting form attached to this notification, which is also available at AS “MADARA Cosmetics” webpage at www.madaracosmetics.com/ee/investors and AS “Nasdaq Riga” webpage at www.nasdaqbaltic.com must be used for voting. Such a vote will be taken into account if received by 27 July 2020.
 
Shareholders with such a vote will be considered present at the shareholders' meeting. A shareholder who has voted before the shareholders' meeting may ask the company to confirm the receipt of the vote. The Company shall send a confirmation to the shareholder immediately upon receipt of the shareholder's vote.
 
If a shareholder has voted before the meeting, this does not prevent him/her from attending the meeting physically in person or joining the meeting remotely and participating in the voting. In this case, the vote previously cast by the shareholder will be cancelled and the vote casted during the meeting will be taken into account.
 
The record date for shareholders’ participation at the Annual General Meeting of shareholders of AS “MADARA Cosmetics” is 20 July 2020. Only the persons which are shareholders on the record date are authorized to participate in the Annual General Meeting of shareholders of AS “MADARA Cosmetics” on 28 July 2020 with the number of shares held by them on the record date.
 
The registration and identification of shareholders who wish to participate in the meeting remotely will take place in the following order:
 
1.   The shareholders must send a published meeting application form signed with a secure electronic signature together with a copy of identification document to the e-mail address: ir@madaracosmetics.com or a signed meeting application paper form by post together with a copy of identification document to the legal address of the company at 131 Zeltiņu Street, Mārupe district, Mārupe, LV‑2167, Latvia, by 10 July 2020 at 17:00.
 
Representatives of shareholders must also attach to the e-mail or parcel a notarized or otherwise legally binding copy of the written power of attorney of the represented shareholder.
 
2.   Shareholders applied for participation in the meeting remotely will receive an individual connection link to the meeting by indicated e-mail until 22 July 2020 at 17:00.
 
3.   A video identification will be held on the day of the meeting for security purposes during the meeting time. Shareholders who have applied for the meeting remotely using the link provided must join the meeting not later than at 12:00 and be prepared to present a personal identification document using the video so that the Chairman of the meeting can compare the image of the shareholder or representative with the image shown on the identity document. During the video identification, the head, shoulders, face without shading of the person and a clearly visible image in the presented document must be visible.
 
The video and audio streaming of the meeting and the video identification process will be recorded.
 
Registration of shareholders for participation physically in person will take place on the day of the shareholders’ meeting on 28 July 2020 from 12:00 to 13:30 at the meeting venue. The shareholders have to present a passport or other personal identification document at the registration.
 
In order to speed-up the registration process, shareholders are kindly requested to confirm their intention to participate at the meeting physically in person or remotely, by sending a prior electronic notification to the e-mail address: ir@madaracosmetics.com, until 10 July 2020 at 17.00.
 
The shareholders can attend the meeting either in person or through their legal representatives or authorized persons. Upon registration, the shareholders must present a passport or other identification document. In case the shareholder participates through a representative, the representative or authorized person must also present a written power of attorney issued by the respective shareholder (the form of the power of attorney is available on the website of AS “MADARA Cosmetics” at www.madaracosmetics.com/ee/investors and on the website of AS “Nasdaq Riga” at www.nasdaqbaltic.com), while legal representatives must present a document certifying their authorization.
 
The shareholders and their legal representatives, representing at least 5% of the total shares with voting rights, have the right to request the Management Board to include additional points on the agenda of the meeting until 3 July 2020, by sending them by post to the legal address of the company at 131 Zeltiņu Street, Mārupe district, Mārupe, LV 2167, Latvia, or by sending them to the e-mail address: ir@madaracosmetics.com signed with a safe electronic signature.
 
Shareholders can review the draft resolutions for items on the agenda free of charge from 14 July 2020 to 28 July 2020, on the website of AS “MADARA Cosmetics” at www.madaracosmetics.com/ee/investors, and on the day of the shareholders’ meeting – at the place of registration.
 
Information on the shareholders’ meeting is also available on the website of AS “MADARA Cosmetics” at www.madaracosmetics.com/ee/investors and on the website of AS “Nasdaq Riga” at www.nasdaqbaltic.com.
 
The total amount of shares and the total amount of the shares with voting rights of AS “MADARA Cosmetics” is 3 745 242.
 
Annexes: Application form for participation at AS “MADARA Cosmetics” shareholders’ meeting and voting form.
 
The Management Board of AS “MADARA Cosmetics”


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.

MADARA Cosmetics, founded in 2006, is the local pioneer in the field of natural cosmetics. In 2016 and 2017 the company and its managers were ranked among the top-10 Most Admired Business Leaders in Latvia. MADARA develops and manufactures all products exclusively at its own laboratories and facilities to ensure 100% control over processes. Further evidence of its passion for quality and perfection in every detail are the company’s ECOCERT organic certification, GMP (ISO 22716:2007) standard, and in vitro and in vivo research. For more information, visit madaracosmetics.lv/investors/.

         Contact information:
         Address: 131 Zeltiņu Street, Mārupe district, Mārupe, LV 2167, Latvia
         Contact person: Uldis Iltners, member of the Management Board
         E-mail: uldis@madaracosmetics.com
         Phone: +371 67 470 243
         
         Certified advisor:
         AS “LHV Pank”
         Contact person: Ivars Bergmanis
         E-mail: ivars.bergmanis@lhv.ee
         Phone: +372 680 2720


AS Madara Cosmetics_Pieteiksanas veidlapa_Application form_MF.docx
AS MADARA Cosmetics_PoA Form_ENG.docx
AS Madara Cosmetics_Balsojuma veidlapa_Voting form_MF.docx