Decisions adopted by HansaMatrix Annual General Meeting of Shareholders on May 26, 2021
Riga, 2021-05-27 07:47 CEST --
The Management Board of HansaMatrix (Unified registration No.40003454390, legal address: Akmeņu iela 72, Ogre, LV-5001, Latvia) informs that Annual General Meeting of shareholders was convened on May 26, 2021 at 14:00 EEST, at HansaMatrix headquarter meeting room located at Ziedleju iela 1, Marupe, LV-2167, Latvia, with opportunity for the shareholders to participate via remote channels. The shareholder meeting adopted the following decisions:
1. To approve report of the Management Board and the Supervisory Council on results of financial year 2020.
The report of the Management Board and of the Supervisory Council on results of the Company of financial year 2020 is added as attachment to this announcement.
2. To approve the Audited Consolidated Annual Report of AS HansaMatrix Group and Parent Company for financial year 2020.
3. To approve the Management Board and Council Directors Remuneration Report for the year 2020.
4. To distribute dividends to shareholders from undistributed profits of previous years in the total amount of 54 881.43 EUR (fifty-four thousand eight hundred eighty one and 43/100 euro) or in amount of 0.03 EUR (three cents) per share. To set and announce June 9, 2021 as Ex-date, to set June 10, 2021, as a record date for dividends and June 11, 2021, as a date of payment of dividends in amount of 54 881.43 EUR (fifty four thousand eight hundred eighty one and 43/100 euro) or in amount of 0.03 EUR (three cents) per share.
5. To approve SIA Deloitte Audits Latvia (Registration No.40003606960) to be the certified auditor of AS HansaMatrix for financial report of year 2021 and year 2022 and to set 130 000 EUR (one hundred thirty thousand euro), plus Value Added Tax, as the remuneration of certified auditor for audit of year 2021 and 2022 financial reports (65 000 EUR plus Value Added Tax per year).
5. To approve new edition of the Company Articles of Association, by expressing the current wording of Clause 6.1. of the Articles of Association: “The Supervisory Council consists of 5 (five) members elected by the General Meeting of Shareholders. Supervisory Council members shall elect from among themselves the Supervisory Council Chairman and one Deputy Chairman of the Supervisory Council”, as follows: “The Supervisory Council consists of 6 (six) members elected by the General Meeting of Shareholders. Supervisory Council members shall elect from among themselves the Supervisory Council Chairman and one Deputy Chairman of the Supervisory Council”.
The consolidated version of the Company's Articles of Association is attached to this announcement.
7. To revoke current Council members Andris Bērziņš, Ingrīda Blūma, Dagnis Dreimanis, Normunds Igolnieks and Baiba Anda Rubesa and to elect Council members Ingrīda Blūma, Anders Lennart Borg, Dagnis Dreimanis, Normunds Igolnieks, Ilmārs Osmanis and Baiba Anda Rubesa.
Ingrīda Blūma, Anders Lennart Borg and Baiba Anda Rubesa are considered as independend Council members.
Information on the Council member professional experience is attached to this announcement.
8. Approved to assign of Audit committee function and duties to the Company supervising institution – Council.
9. Approved the Council's remuneration for year 2021:
(a) Approved the following remuneration of the independent members of the Council: Chairman of the Council 2200 EUR gross monthly, Council member with professional experience in electronics industry 2100 EUR gross monthly, Council member 1000 EUR gross monthly.
(b) Approved the total annual remuneration reserve of the Supervisory Council in the amount of 3000 EUR, which may be used for the Supervisory Council remuneration in accordance with Article 2.10. of the remuneration policy of the members of the Board of Directors and Supervisory Council (for participation in seminars and trainings insofar as is necessary to achieve the Company's strategic objectives) and which could be used to cover Council members residing in foreign country (outside Latvia) administrative expenses (hotel, travel and communication) to participate in person at the Council meetings as necessary.
Taking into account that the Company has managed to attract an experienced electronics specialist to the Council, this decision makes an exception to the Remuneration policy for Board and Council members in the section on fixed remuneration (the policy stipulates that Council member fixed remuneration cannot exceed 50% of the Chairman of the Council).
10. Approved Shareholders' Meeting Regulations of the Company.
The Shareholders' Meeting Regulations are attached to this announcement as a separate document.
11. Approved the new edition of the Regulations on the issuance of employee stock options, expressing the current wording of Clause 8. As follows:
“8. TIME PERIOD FOR CONVERSION OF EMPLOYEE STOCK OPTIONS AND PROCEDURES BY WHICH THEY SHALL BE EXCHANGED FOR STOCK
8.1. The holder of employee stock options has the right to exercise employee stock options granted to him/her for an unlimited period from the moment of their granting.
8.2. The Board of the Company has the right to set an individual term, not exceeding 3 years, for the conversion of options to the Company shares for the receiver of employee stock options, for the employees of the Company and employees of 100% subsidiaries of the Company, who are not board members.
8.3. The Council of the Company has the right to set an individual term, not exceeding 3 years, for the conversion of options to the Company shares for the Board members of the Company and for the Board members of the Company 100% subsidiaries.
8.4. The Company’s newly issued stocks are intended to be recorded in the accounting system of the central securities depository Nasdaq CSD SE. The shareholder has the right to transfer the Company’s newly issued dematerialized bearer stocks registered in the central securities depository Nasdaq CSD SE to his/her own financial instrument account.”
The new edition of the Regulations on the issuance of employee stock options is attached to this statement as a separate document.
Investor and media contact:
Māris Macijevskis, CFA
Member of the Management Board, finance director
Phone: (+371) 6780 0002
HansaMatrix is a fast-growing, high-technology company operating in the Baltic, Nordic and European markets, developing and industrializing electronic products and systems, providing a full range of manufacturing services in data networking, Internet of Things, industrial systems and other high value-added product business sectors.