Explanations Regarding Cancellation of Decision to Convene Extraordinary General Meeting scheduled for April 1st, 2019
Reacting to the request by AS Nasdaq Riga received on March 28, 2019, regarding the cancellation of decision to convene the Extraordinary General Meeting scheduled for April 1st, AS Olainfarm provides the following explanations:
On January 9, 2019 Board of Olainfarm, based upon application received on January 8th, dated January 4th and signed jointly by Nika Saveljeva and by Signe Baldere – Sildedze, a legal representative of Anna Emilija Maligina, announced the convocation of Extraordinary General Meeting on April 1st, 2019.
According to requirements set forth in Latvian Commercial Law and Financial Instruments Market Law Board of AS Olainfarm does not maintain a register of shareholders, such a register is being maintained and issued upon request by Nasdaq CSD SE (Central securities depository). It is not an obligation of AS Olainfarm to follow the changes in voting rights of each individual shareholder, therefore AS Olainfarm can only rely on information at its disposal at any given moment.
On September 18, 2018 AS Olainfarm received a joint application from Nika Saveljeva and Anna Emilija Maligina to convene an Extraordinary General Meeting. Extract from securities account of each applicant was attached, showing the number of shares belonging to each of them. Since this was the only information about ownership of shares by these individuals, and no reports about holding more than 5% of shares were previously submitted. AS Olainfarm requested a list of shareholders from Nasdaq CSD SE, which confirmed the information contained in said extracts – both shareholders were registered in the list of shareholders as of September 18, 2018.
Data on shareholders published in an unaudited Annual report of AS Olainfarm published on February 28, was extracted from the list of shareholders as of September 30, 2018.
Both shareholders are also registered in the list of shareholders as of November 13. Such a list of shareholders was requested for an EGM that was held on November 22, 2018.
AS Olainfarm has an obligation to publish reports received from shareholders, that have to submit such reports should holdings owned by such shareholders exceed 5, 10, 5, 10, 15, 20, 25, 30, 50 or 75 per cent of company’s share capital.
On October 10, 2018 AS Olainfarm published a report by Nika Saveljeva, dated October 8, 2018, stating that since September 7, 2018 the voting rights of Nika Saveljeva in Olainfarm has reached 7.80%.
On March 7, 2019 AS Olainfarm published a report by Anna Emilija Maligina, signed by her legal representative Signe Baldere – Sildedze, dated February 13, 2019, about her holdings in Olainfarm, stating that since September 12, 2018 she has the voting rights for 7.80% of capital of AS Olainfarm. This report was published after the explanation from Commission of Financial and Capital Markets was received, stating that Olainfarm must publish such reports irrespective of what mistakes such report may contain.
Reports on considerable holdings and changes in voting rights must be made in form approved by Commission of Financial and Capital markets and have to be submitted to the issuer and to Commission of Financial and Capital Markets immediately, but not later that within 4 trading days after such change has occurred.
Since no required reports were received regarding obtaining or alienating or other changes to voting rights of any shareholder, when deciding upon convocation of Extraordinary General Meeting Board of AS Olainfarm referred to list of shareholders dated November 13, where both individuals requesting an EGM are registered as shareholders.
However, one can see that submission dates of reports on changes in voting rights of both shareholders differ significantly from the dates when such changes occurred, such reports can not be treated as sufficient proof that voting rights have been obtained, and, equally, an absence of such reports is not a proof that no changes have taken place. The only way to be sure about holdings is to follow the changes in shareholder list on given dates.
According to request by auditors of AS Olainfarm, on March 29, 2019 as Olainfarm requested and received the shareholders lists dated December 31, 2018 and March 11, 2019. Neither of these shareholders lists included any of persons that signed the application of January 4th to convene an EGM of AS Olainfarm.
Taking into consideration the above, assessing the legality of application received on January 8th, and relying on conclusions and recommendations of external legal advisers, Board of AS Olainfarm decided on March 27, 2019 to cancel the previously announced Extraordinary General Meeting and such decision was published according to respective legislative requirements.
March 28, 0219
Board of AS Olainfarm