Notification on convocation of the Joint Stock Company “Olainfarm”
Extraordinary General Meeting of Shareholders on conversion of
shares
Notification on convocation of the Joint
Stock Company “Olainfarm” Extraordinary General Meeting of
Shareholders on conversion of shares
The Management board of joint stock company
“Olainfarm”, registration No. 40003007246, legal address: Rūpnīcu
iela 5, Olaine, LV-2114 (hereinafter referred to as “the Company”),
taking into account that:
- on 14 October 2021 shareholders have taken a decision on the
exclusion of the shares of the Company from the regulated
market;
- a mandatory Company’s share buy-back is currently in progress,
which will end on 7 December 2021;
- the Management board has evaluated the Company’s and its
shareholders’ costs related to the holding of shares in financial
instrument accounts in banks or brokerage companies and
depository;
- the regulatory framework provides for the possibility for the
Management board of the Company to keep and administer a register
of shareholders,
following the exclusion of the Company's shares
from the stock exchange, propose to transfer the keeping of the
shareholders' register to the Management board.
In addition, the Management board of the Company
explains that:
- in order to make such a step, it is necessary to convert the
existing bearer shares to registered shares by amending the
Articles of Association of the Company;
- following the entry into force of the shareholders’ decision on
the conversion of shares, the shares of the Company will be written
off from shareholders’ financial instrument accounts in banks and
brokerage companies and information on shareholders’ ownership will
be entered in the shareholder register kept by the management
board;
- after transferring the shareholder register to the management
board to make changes to ownership of the shares, shareholders will
have to contact the management board.
According to paragraph 11 of the section 37 of
the Law on the Suppression of Consequences of the Spread of
COVID-19 Infection, providing that until 31 December 2022, the
board of a capital company has the right to specify that a meeting
of shareholders takes place only electronically even in
case if this is not specified in the articles of a capital
company, the Management Board of the Company announces that the
meeting of shareholders will take place only
electronically and the shareholders will participate
and vote through electronic means.
Agenda:
- Conversion of bearer shares into registered shares, and related
amendments to the Articles of Association of the joint stock
company “Olainfarm”.
The record date for participation at the
shareholders meeting is February 2, 2022. Only those persons who
are shareholders on the record date with the amount of the shares
they own have rights to participate at the Extraordinary General
Meeting of Shareholders of the Company to be held on February 10,
2022 and vote in written form before the shareholders meeting.
Voting prior the shareholders meeting
Shareholders of the Company can use rights to
vote before the shareholders meeting, by filling in a voting form
which will be sent upon request starting from January 27, 2022 (by
sending the request to the e-mail
address: 10.02.2022_akcionaru.sapulce@olainfarm.com) to
e-mail addresses of the shareholders. The voting form will be also
available on the website of the Company www.olainfarm.com, on
the website of the Official system of the Central Storage of
Regulated Information www.oricgs.lv and on the website of
joint stock company “Nasdaq
Riga” www.nasdaqbaltic.com.
We kindly ask to send completed voting form:
• signed with a valid qualified secure
electronic signature which contains a time-stamp -
electronically to the Company's e-mail
address: 10.02.2022_akcionaru.sapulce@olainfarm.com,
indicating in the subject of the mail the following information:
“Voting form for the Extraordinary General Meeting of
Shareholders to be held on February 10, 2022”; or
• signed in paper form - to the postal
address of the Company: Rūpnīcu iela 5, Olaine, LV-2114, indicating
on the envelope the following information: “Voting form for
the Extraordinary General Meeting of Shareholders to be held
on February 10, 2022”. In this case, the signature on the
voting form should be notarized and the shareholder’s/proxy’s
certified copy of passport or personal identity card and contact
information (telephone number and e-mail address) should be
attached in order to let the Company's Management Board to identify
the shareholder.
Shareholders representatives of proxy
should attach to the voting form the power of attorney or other
document confirming authorization (if submitted electrically -
signed with a qualified secure electronic signature which contains
a time-stamp, but if submitted by post - power of attorney
singed under hand with notarized signature of the
shareholder).
A shareholder who has voted prior to the
shareholders meeting may request the Company to confirm receipt of
the voting form. The Company shall send to the shareholder
confirmation without delay after receiving the shareholder's voting
form.
All voting forms received by the Company
till February 9, 2022 (by post or e-mail till 16:30) will be taken
into account.
Shareholders who votes in the above mentioned
order shall be deemed to be present in person at the shareholders
meeting, shall be entered in the register of shareholders and shall
be taken into account in determining the quorum.
If shareholder has voted prior to the meeting
and after that submitted an application form, such shareholder has
right to participate in the meeting remotely using electronic
means on the online platform Microsoft Teams. In this case
shareholder’s vote submitted before shall be cancelled and shall be
taken into account the vote made in the meeting.
Shareholders meeting
The shareholders meeting shall take place using
electronic means on the online platform Microsoft Teams.
In order to register for participation in the
shareholders’ meeting, a shareholder should submit a completed
application form, which will be sent to shareholders to their
e-mail addresses upon request starting from January 27, 2022 (by
sending the request to the e-mail
address: 10.02.2022_akcionaru.sapulce@olainfarm.com),
and attach to it copy of passport or personal identity card of
shareholder/representative/proxy. The application form will be also
available on the website of the Company www.olainfarm.com, on
the website of the Official system of the Central Storage of
Regulated Information www.oricgs.lv and on the website of
joint stock company “Nasdaq
Riga” www.nasdaqbaltic.com.
We kindly ask to send completed voting form
accompanied with a copy of passport or personal identity card:
• signed with a valid qualified secure
electronic signature which contains a time-stamp -
electronically to the Company's e-mail
address 10.02.2022_akcionaru.sapulce@olainfarm.com,
indicating in the subject of the mail the following information:
“Application form for the Extraordinary General Meeting of
Shareholders to be held on February 10, 2022”; or
• signed in paper form - to the postal
address of the Company: Rūpnīcu iela 5, Olaine, LV-2114,
indicating on the envelope the following information:
“Application form for the Extraordinary General Meeting of
Shareholders to be held on February 10, 2022”.
Shareholders shall be registered for the
participation in the meeting of shareholders if they duly apply for
participation in the above mentioned order till February 9, 2022
12:00. Shareholders will receive access information to the online
meeting via e-mail indicated in the application form.
The shareholders are invited to connect to
10.02.2022. Extraordinary General Meeting of Shareholders using
access information which will be sent to the e-mail address
indicated in the application form. At the moment of the connection
will be carried out identification of the shareholder
(representative or proxy) therefore shareholders are kindly invited
to connect to the shareholders meeting in a timely manner, starting
from 10:00 on 10.02.2022. At the moment of the connection to the
shareholders meeting, the shareholder (representative or proxy)
will be kindly invited to present using video mode the original of
personal identification document.
Voting for the agenda issues during the
shareholders meeting will be possible by electronic means of
communication using Microsoft Teams online platform.
Shareholders rights
Shareholders have rights to participate in the
shareholders meeting in person (including to complete and submit
voting form) or with intermediary of his representatives or
proxies. Form of power of attorney is available on the website of
the Company www.olainfarm.com, on the website of the Official
system of the Central Storage of Regulated
Information www.oricgs.lv and on the website of joint
stock company “Nasdaq Riga” - www.nasdaqbaltic.com.
Shareholders which represent at least 1/20 of
the share capital of the Company have the right within 7 days after
this announcement is published to request the institution which
convocates the shareholders meeting to include additional issues in
the agenda. Additional issues and draft decisions or
explanations on issues which are not subject to decisions, should
be submitted to the Management Board of the Company.
Shareholders have rights within 7 days
after the publishing of the announcement on convocation of the
shareholders meeting to submit draft decisions on the issues
included in the agenda of the shareholders meeting.
Shareholders have the right to submit draft decisions on the
issues included in the agenda of the shareholders meeting
during the meeting, if all draft decisions already submitted
for the shareholders meeting have been considered and
rejected.
If the shareholder at least 7 days before the
shareholders meeting submits written request to the Management
Board, the Management Board shall at least 3 days before the
shareholders meeting provide the requested information about the
issues included in the agenda. The Management Board is obliged upon
request of the shareholders to provide the meeting with information
about economic situation of the Company to the extent necessary for
consideration of the corresponding agenda issue and for objective
decision making.
Shareholders may become acquainted with
the draft decisions of the agenda issues from January 27th, 2022,
on the website of the Company http://www.olainfarm.com, on the
website of the Official system of the Central Storage of Regulated
Information www.oricgs.lv and on the website of joint
stock company “Nasdaq Riga” www.nasdaqbaltic.com. Draft
decisions on conversion of shares and related amendments to the
Articles of Association of the Company are appended to this
notification.
Any documents regarding the shareholders meeting
of the Company are being published on such internet resources: on
the website of the Company http://www.olainfarm.com, on the
website of the Official system of the Central Storage of Regulated
Information www.oricgs.lv and on the website of joint
stock company “Nasdaq Riga” www.nasdaqbaltic.com.
Total number of shares and shares with voting
rights of the Company is 14 085 078.
Management Board ofJoint stock company
“Olainfarm”
- Lemumu projekti_10.02.2022.akc.sapulce_EN_01.12.2021
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