Published: 2021-05-11 20:20:47 CEST
HansaMatrix
Notice to general meeting

Draft resolutions of HansaMatrix Annual General Meeting of Shareholders to be held on May 26, 2021

Riga, 2021-05-11 20:20 CEST -- The Board of Directors of AS HansaMatrix, Unified registration No.40003454390, legal address: Akmeņu iela 72, Ogre, LV-5001, Latvia, previously informed about convening the Annual General Meeting of Shareholders on May 26, 2021 at 2.00 pm (EEST) located at Ziedleju iela 1, Marupe, LV-2167, Latvia with opportunity for Shareholders to participate the meeting remotely without physically attending the meeting and vote remotely by electronic means.

The previously announced agenda of the Annual General Meeting of Shareholders has been supplemented with items no. 6., 8. and 11. Additions have been proposed by the shareholder SIA “Macro Rīga”, reg.no. 40003362005. Considering the nature of the additional shareholders’meeting agenda items, the numbering of the agenda items has changed, but none of the initially published shareholders’ meeting agenda items have been ommitted.

Agenda:

1. Approval of report of the Management Board and the Supervisory Council on results of financial year 2020.

Draft resolution. To approve report of the Management Board and the Supervisory Council on results of Financial year 2020.

2. Approval of the annual report for the financial year 2020.

Draft resolution. To approve the Audited Consolidated Annual Report of AS HansaMatrix Group and Parent Company for financial year 2020.

3. Approval of year 2020 Management Board and Council Directors Remuneration Report.

Draft resolution. To approve the Management Board and Council Directors Remuneration Report for the year 2020.

4.  The payment of dividends.

Draft resolution:

  • 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.  Appointment of the auditor for the financial years 2021 and 2022 and determination of reward for the auditor.

Draft resolution.

  • 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.
  • 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).

6. Approval of amendments to the Articles of Association.

Draft resolution. To express 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”.

To approve new edition of the Articles of Association.

The draft amendments to the Company's Articles of Association and the consolidated version of the Company's Articles of Association are attached to this announcement.

7. Revocation of the existing Council of the Company and election of the new Council.

Draft resolution.

  • To revoke current Council members Andris Bērziņš, Ingrīda Blūma, Dagnis Dreimanis, Normunds Igolnieks and Baiba Anda Rubesa.
  • To elect new 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 candidates’ professional experience are attached to this announcement.

8. Approval of the appointment of the Audit Committee duties to the Supervisory Council.

Draft resolution. To assign of Audit committee function to the Company supervising institution – Council.

9. Approval of the Council's remuneration for year 2021.

Draft resolution:

  1. To approve 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 montly, Council member 1000 EUR gross monthly.
  2. To approve 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 maybe used to cover Council members residing in foreign country (outside Latvia) administrative expenses (hotel, travel and communication) to participate in persons at the Coucil meetings as necessary.

Taking into account that the Company has managed to attract an experienced electronics specialist in 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. Approval of Regulations for convening and conducting Shareholders' meetings.

Draft resolution. To approve the Rules of procedure of the Shareholders’ meeting.

11. Approval of amendments to the Regulation on the issuance of employee stock options.

Draft Resolution. To express the current wording of Clause 8. of the Regulation on the issuance of employee stock options:

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 for the conversion of options to the receiver of employee stock options which shall not be longer than 3 years.

8.3. 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.”

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.”

To approve new edition of the Regulation on the issuance of employee stock options.

The new edition of the Regulation on the issuance of employee stock options is attached to this statement as a separate document.

Investor and media contact:

Māris Macijevskis, CFA
Management Board Member, Finance Director
Phone: (+371) 6780 0002

E-mail: invest@hansamatrix.com

http://www.hansamatrix.com

About AS HansaMatrix

AS HansaMatrix is a fast-growing, high-technology company offering product design, industrialization and complete manufacturing services in data networking, Internet of Things, industrial segments and other services to high added value business segments. In addition to complete manufacturing services of OEM products, the company offers an ODM business model to both start-up and established companies that seek product development partnerships.

 


2021-11-05 AS HansaMatrix_Regulations on the issuance of employee stock options_ENG.pdf
2021-11-05 Statutu grozijumu teksts_Article amendments 2021 LVL_ENG.pdf
2021-11-05 Council Experience ENG.pdf
Balsojuma veidlapa_Voting form_LV_EN_Shareholders meeting 2021.docx
2021-11-05 HM Shareholders meeting regulations_ENG.pdf
2021-11-05 Statuti konsolideta versija_Articles consolidated 2021 LVL_ENG.pdf