Notification on Convocation of the Extraordinary General Meeting of Shareholders on 06.10.2020.
Board of the Joint-Stock Company “Rīgas juvelierizstrādājumu rūpnīca”, registration No. 40003044420, legal address: Terezes Street 1, Riga, LV-1012 (hereafter – the Company) announces convocation of the Extraordinary General Meeting of shareholders of the Company.
Meeting of shareholders will be held at the Company office premises in Riga, Terezes Street 1, on 06 October, 2020, 10.00 a.m.
Agenda of the meeting:
By excluding the shares of the joint stock company “Rīgas juvelierizstrādājumu rūpnīca” from the regulated market.
Registration of shareholders will be carried out on the day of meeting from 9.45 a.m. to 10.00 a.m. at the venue for the shareholders’ meeting.
Date of entry for participation of shareholders in the regular meeting of shareholders of the Company shall be 28 September 2020. Only the persons who are shareholders at the date of entry shall be entitled with number of shares held by them on the entry date to participate in the regular meeting of shareholders of the Company on 06 October , 2020 as well as to vote in written mode prior the meeting.
Due to the inclusion in the agenda of the meeting on the exclusion of JSC “Rīgas juvelierizstrādājumu rūpnīca” shares from the regulated market, we announce that in case the announced meeting will make a decision to exclude JSC “Rīgas juvelierizstrādājumu rūpnīca” shares from the regulated market, in accordance with the Financial Instruments Market Law 66 the requirements of Section 4, Paragraph 4, Clause 2, shareholders who have voted “for” the exclusion of shares from the regulated market will have to make a mandatory share repurchase offer to the other shareholders. According to the calculations of the Board of JSC “Rīgas juvelierizstrādājumu rūpnīca” in this case, the repurchase price of one share of JSC “Rīgas juvelierizstrādājumu rūpnīca” will be not less than EUR 0.2665 per share. The price of EUR 0.2665 per share has been calculated by applying the formula specified in Section 74, Paragraph 1, Clause 3 of the Financial Instruments Market Law.
The shareholder has the right to vote in writing (including by electronic means) before the shareholders 'meeting by filling in the voting form, which is available on the Company's website www.rigagold.lv, on the website of the Official regulated information centralized storage system- www.csri.investinfo.lv and on the website of joint stock company “Nasdaq Riga” - www.nasdaqbaltic.com.
The shareholder must send the completed voting form to:
• signed with a valid electronic signature electronically to the Company's e-mail address: firstname.lastname@example.org;
• signed in paper form to the legal address of the Company: Terēzes Street 1, Riga, LV-1012, Latvia. In this case, the shareholder's signature on the voting form must be notarized.
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.
A shareholder who votes before the shareholders' meeting is considered to be present at the shareholders' meeting if his / her vote is received in the Company at least on the previous day before the shareholders' meeting.
Shareholders have rights to participate in the meeting (including filling in and submitting a voting form) in person or by mediation of their legal representatives or authorised persons:
-upon registration, shareholders shall present a passport or other personal identification document;
-upon registration, representatives and authorised persons of shareholders shall present a passport or other personal identification document, and shall submit written power of attorney of the represented shareholder (form of a written power of attorney is also available on website of the Official regulated information centralized storage system - www.csri.investinfo.lv, website of joint stock company “Nasdaq Riga” - www.nasdaqbaltic.com and Company website - www.rigagold.lv), or legal representatives shall present a document certifying the authorisation.
The shareholders who represent at least 1/20 of the company’s share capital, have rights within 7 days after the publication of the notification to require the institution which convenes the shareholders meeting, to include additional items in the agenda of the meeting. The shareholders, who propose to include additional issues on the agenda of the shareholders meeting, are obliged to submit the draft resolution on the issues that are proposed by them for inclusion in the agenda, or explanation on the issues where no resolution is planned to be adopted to the institution which convenes the shareholders meeting. The shareholders have rights to submit draft resolutions on issues included in the agenda of the shareholders’ meeting within 7 days after the notification about convocation of shareholders’ meeting is released. Shareholders have rights to submit draft resolutions on issues included in the agenda of the shareholders’ meeting during the meeting, if all the draft resolutions that have been submitted to the shareholders’ meeting are reviewed and rejected. If a shareholder submits a written requisition to the Board at least 7 days before the shareholders’ meeting, the Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting according provisions of the Commercial Law. Upon request of the shareholders, the Board is obliged to provide information to the shareholders’ meeting about the company’s economic situation to such an extent that is necessary to objectively review and adopt a resolution on the respective issue on the agenda.
Shareholders of the Company may get acquainted with draft decisions on matters subject to consideration at the shareholders’ meeting from 07 September, 2020 to 05 October, 2020, on business days from 10.00 a.m. to 12.00 a.m. at the Company office premises in Riga, Terezes Street 1 (telephone for information: +371 67272790), on the day of shareholders’ meeting – at the place for registration of shareholders. Information will be placed also on the Company home page www.rigagold.lv.
The Board of the Joint-Stock Company “Rīgas juvelierizstrādājumu rūpnīca” notifies that pursuant to the Company’s Articles of Association, total number of shares having the right to vote for the Joint-Stock Company “Rīgas juvelierizstrādājumu rūpnīca” constitutes 4,742,980.
Board of the Joint-Stock Company “Rīgas juvelierizstrādājumu rūpnīca
Chairman of the Board