Notification on convocation of AS “MADARA Cosmetics” Annual General Meeting of shareholdersInside information, 2023-05-26 08:13 CEST --
The Management Board of AS “MADARA Cosmetics”, registration number: 40003844254, legal address: 131 Zeltiņu Street, Mārupe county, Mārupe, LV 2167, Latvia (hereinafter – the “Company”), hereby convenes the Company’s Annual General Meeting of shareholders. The meeting will take place on 28 June 2023 at 13:00 at 131 Zeltiņu Street, Mārupe county, Mārupe, LV 2167, Latvia, at Company’s premises.
The Company’s Management Board will provide the shareholders with a possibility to vote before the meeting and to connect to it remotely, without physically attending the meeting. |
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The meeting agenda includes the following items: |
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1. Reports of Management Board, Supervisory Board and the statement of sworn auditor, approval of the Annual reports for 2022.
2. Distribution of profit.
3. Approval of the issuance of employee share options and related conditional increase of share capital.
4. Approval of amendments and the new version of articles of association. The proposal envisages amending clause 6.1 of the articles of association, by not providing limitations to the numerical composition of management board in accordance with law. |
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Voting before the meeting:
Shareholders are invited to exercise their right to vote in writing before the shareholders' meeting, using a secure electronic signature, by sending a vote to the e-mail address: ir@madaracosmetics.com or signed in paper form by post to the legal address of the company at 131 Zeltiņu Street, Mārupe county, Mārupe, LV 2167, Latvia, with a notarized signature on the voting form.
The voting form which will be available at the Company’s webpage at https://investors.madaracosmetics.com/ and AS “Nasdaq Riga” webpage at www.nasdaqbaltic.com must be used for voting. Such a vote will be taken into account if received by 27 June 2023. The voting form will be published together with the draft resolutions of the meeting.
Shareholders with such a vote will be considered present at the shareholders' meeting. 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.
Participation and voting at the meeting:
The registration and identification of shareholders will take place in the following order:
1. The shareholders must send a published meeting application form signed with a secure electronic signature together with a copy of an identification document to the e-mail address: ir@madaracosmetics.com or a signed meeting application paper form by post together with a copy of identification document to the legal address of the company at 131 Zeltiņu Street, Mārupe county, Mārupe, LV 2167, Latvia, by 26 June 2023 at 17:00.
2. Representatives of shareholders must also attach to the e-mail or parcel a notarized or otherwise legally binding copy of the written power of attorney of the represented shareholder.
3. Shareholders that applied for participation in the meeting remotely will receive an individual connection link to the meeting by indicated e-mail until 28 June 2023 at 10:00.
4. Shareholders who have applied for the meeting remotely using the link provided must join the meeting from 11:30 until 12:00 and be prepared to present a personal identification document using the video for the shareholder’s identity validation purposes.
5. The video and audio streaming of the meeting and the video identification process will be recorded.
6. Registration of shareholders for participation physically in person will take place on the day of the shareholders’ meeting on 28 June 2023 from 12:00 to 12:45 at the meeting venue. The shareholders and their representatives must present their passport or other personal identification documents at the registration. |
The shareholders can participate in the meeting (incl. filling in and submitting their votes before the meeting) personally or through their legal representatives or authorised persons. Upon registration the shareholders must present a passport or any other document that certifies their identity. In case the shareholder participates through a representative, the representative or authorized person must also present a notarized power of attorney issued by the respective shareholder (the form of the power of attorney is available on the Company’s website at https://investors.madaracosmetics.com/ and on the website of AS “Nasdaq Riga” at www.nasdaqbaltic.com), while legal representatives must present a document certifying their authorization.
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The record date for shareholders’ participation at the Company’s Annual General Meeting of shareholders is 19 June 2023. Only the persons which are shareholders on the record date are authorized to participate in the Annual General Meeting of shareholders of the Company on 28 June 2023 and only with the number of shares held by them on the record date. |
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The shareholders and their legal representatives, representing at least 5% of the total shares with voting rights, have the right to request the Management Board to include additional points on the agenda of the meeting until 2 June 2023, by sending them by post to the legal address of the Company at 131 Zeltiņu Street, Mārupe county, Mārupe, LV 2167, Latvia, or by sending them to the e-mail address: ir@madaracosmetics.com signed with a safe electronic signature. |
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The Company’s Annual report for 2022 is published on 26 May 2023, whereas the Management Board proposal for the profit distribution is published together with this notification. Shareholders can review the draft resolutions for items on the agenda free of charge from 14 June 2023 on the Company’s website at https://investors.madaracosmetics.com/, and on the day of the shareholders’ meeting – at the place of registration. |
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Information on the shareholders’ meeting is also available on the Company’s website at https://investors.madaracosmetics.com/ and on the website of AS “Nasdaq Riga” at www.nasdaqbaltic.com including, the draft amendments and new version to the articles of association, as well as draft employee share option issue terms and related conditional share capital increase terms. The total amount of shares and the total amount of the shares with voting rights of the Company are 3 774 911. |
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Annexes:
1) Application form for participation at AS “MADARA Cosmetics” shareholders’ meeting.
2) Power of Attorney form.
3) Management Board proposal for the profit distribution.
4) Terms of issue of employee share options.
5) Conditional share capital increase terms.
6) Amendments to articles of association.
7) New version to articles of association.
The Management Board of AS “MADARA Cosmetics”
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The shares of Madara Cosmetics are admitted to trading on Nasdaq Baltic First North Market.
The Certified Adviser for AS Madara Cosmetics is ZAB Eversheds Sutherland Bitāns SIA.
AS “MADARA Cosmetics” was founded in 2006 and has become one of the leading cosmetics manufacturers in Northern Europe and a leader in Latvia. The company' s brand MÁDARA is a pioneer in the natural skincare and make-up segment in Latvia. Since November 2017, the company's shares have been listed on the Nasdaq Baltic alternative market First North. 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 adviser:
ZAB Eversheds Sutherland Bitāns SIA
Contact person: Justīne Ignatavičute
E-mail: justine.ignatavicute@eversheds-sutherland.lv
Phone: +371 28 665 066
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