Published: 2020-07-29 07:55:00 CEST
MADARA Cosmetics
Resolutions of annual general meeting

The decisions adopted at the Annual General Meeting of Shareholders of AS “MADARA Cosmetics”, dated 28 July 2020

Inside information, 2020-07-29 07:55 CEST --

The decisions adopted at the Annual General Meeting of Shareholders of AS “MADARA Cosmetics”, dated 28 July 2020
 
1.   Approval of the annual report for the financial year 2019.
 
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 2019.
 
2)   To approve the separate annual report for the financial year 2019 and the annual consolidated report for the financial year 2019 that has been prepared by the Management Board and reviewed by the Supervisory Board of AS “MADARA Cosmetics”.
 
Voting results: the decisions have been adopted with the required majority.
 
2.   Decision on the use of profit of the Company.
 
 
1)   To partially distribute AS “MADARA Cosmetics” profit for the financial year 2019 in the amount of EUR 1 550 409, by distributing total of EUR 561 786.30 in dividends, i.e., EUR 0.15 per share.
 
2)   To leave the remaining part of retained earnings for the financial year 2019 in the amount of EUR 988 622.70 as retained earnings of AS “MADARA Cosmetics”.
 
3)   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 August 2020.
 
4)   To set that the dividend record date shall be 11 August 2020.
 
5)   To set that the dividend payment date shall be 12 August 2020.
 
Voting results: the decisions have been adopted with the required majority.
 
 
3.   Approval of the issue of personnel options and the related conditional share capital increase.
 
 
1)   To issue 10 000 personnel options of AS “MADARA Cosmetics” in the total amount of EUR 1000.
 
2)   To establish that the Management Board of AS “MADARA Cosmetics” with its decision is entitled to grant the issued personnel options to the employees of AS “MADARA Cosmetics” - heads of structural units and Members of the Supervisory Board who have made a significant contribution to AS “MADARA Cosmetics”.
 
3)   To establish that the holders of the issued personnel options lose the right to exercise the personnel options granted to them if the employment relationship between AS “MADARA Cosmetics” and the holder of personnel options terminates or the holder of personnel options who is a member of the AS “MADARA Cosmetics” Supervisory Board is revoked or resigned.
 
4)   To establish that one personnel option gives the right to acquire one dematerialized bearer share of AS “MADARA Cosmetics” with a nominal value of EUR 0.10 per share. AS “MADARA Cosmetics” issues the shares at the expense of retained earnings of AS “MADARA Cosmetics”.
 
5)   Holders of personnel options acquire personnel options from the moment of their issuance (i.e., at the moment of the relevant decision of the Management Board), with the right to start exercising the right of options after 36 (thirty-six) months from the moment of their acquisition (“Holding Period”). After the end of the Holding Period, the holder of personnel options is entitled to acquire a certain number of AS “MADARA Cosmetics” shares within 30 (thirty) days, starting from the next day when the Holding Period ends, by submitting an application to the AS “MADARA Cosmetics” Management Board.
 
6)   To establish that when exercising personnel options, the newly issued shares are acquired free of charge.
 
7)   To establish that personnel options may not be alienated and may not be inherited.
 
8)   To increase the share capital of AS “MADARA Cosmetics” with a condition (conditional share capital) in the amount of EUR 1000 (i.e., the maximum amount for which the Management Board of AS “MADARA Cosmetics” will be able to perform the actual new share issue).
 
9)   To approve the terms of conditional increase of the share capital of AS “MADARA Cosmetics”.
 
Voting results: the decisions have been adopted with the required majority.
 
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.    Anna Andersone;
c.    Anna Ramata-Stunda;
d.    Liene Drāzniece.
 
2)   To elect the following candidates in the positions of the members of Supervisory Board for the next 5 (five) years:
a.    Edgars Pētersons;
b.    Sari Hannele Rosin;
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 1000 per month (before tax).
 
Voting results: the decisions have been adopted with the required majority.
   
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 investors.madaracosmetics.com/.

         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