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Notification on convocation of the Joint Stock Company “Olainfarm” Extraordinary General Meeting of Shareholders on conversion of shares

Notification on convocation of the Joint Stock Company “Olainfarm” Extraordinary General Meeting of Shareholders on conversion of shares

The Management board of joint stock company “Olainfarm”, registration No. 40003007246, legal address: Rūpnīcu iela 5, Olaine, LV-2114 (hereinafter referred to as “the Company”), taking into account that:

1. on 14 October 2021 shareholders have taken a decision on the exclusion of the shares of the Company from the regulated market;
2. a mandatory Company’s share buy-back is currently in progress, which will end on 7 December 2021;
3. the Management board has evaluated the Company’s and its shareholders’ costs related to the holding of shares in financial instrument accounts in banks or brokerage companies and depository;
4. the regulatory framework provides for the possibility for the Management board of the Company to keep and administer a register of shareholders,

following the exclusion of the Company's shares from the stock exchange, propose to transfer the keeping of the shareholders' register to the Management board.

In addition, the Management board of the Company explains that:

1. in order to make such a step, it is necessary to convert the existing bearer shares to registered shares by amending the Articles of Association of the Company;
2. following the entry into force of the shareholders’ decision on the conversion of shares, the shares of the Company will be written off from shareholders’ financial instrument accounts in banks and brokerage companies and information on shareholders’ ownership will be entered in the shareholder register kept by the management board;
3. after transferring the shareholder register to the management board to make changes to ownership of the shares, shareholders will have to contact the management board.

According to paragraph 11 of the section 37 of the Law on the Suppression of Consequences of the Spread of COVID-19 Infection, providing that until 31 December 2022, the board of a capital company has the right to specify that a meeting of shareholders  takes place only electronically  even in case if this is not specified in the articles  of a capital company, the Management Board of the Company announces that the meeting of shareholders  will take place only electronically  and the shareholders  will participate and vote through electronic means.

Agenda:

1. Conversion of bearer shares into registered shares, and related amendments to the Articles of Association of the joint stock company “Olainfarm”.

The record date for participation at the shareholders meeting is February 2, 2022. Only those persons who are shareholders on the record date with the amount of the shares they own have rights to participate at the Extraordinary General Meeting of Shareholders of the Company to be held on February 10, 2022 and vote in written form before the shareholders meeting.

Voting prior the shareholders meeting

Shareholders of the Company can use rights to vote before the shareholders meeting, by filling in a voting form which will be sent upon request starting from January 27, 2022 (by sending the request to the e-mail address: 10.02.2022_akcionaru.sapulce@olainfarm.com) to e-mail addresses of the shareholders. The voting form will be also available on the website of the Company www.olainfarm.com, on the website of the Official system of the Central Storage of Regulated Information www.oricgs.lv and on the website of joint stock company “Nasdaq Riga”  www.nasdaqbaltic.com.

We kindly ask to send completed voting form:

•  signed with a valid qualified secure electronic signature which contains a time-stamp  - electronically to the Company's e-mail address: 10.02.2022_akcionaru.sapulce@olainfarm.com, indicating in the subject of the mail the following information: “Voting form for the Extraordinary General Meeting of Shareholders to be held on February 10, 2022”; or

• signed in paper form - to the postal address of the Company: Rūpnīcu iela 5, Olaine, LV-2114, indicating on the envelope the following information: “Voting form for the Extraordinary General Meeting of Shareholders to be held on February 10, 2022”. In this case, the signature on the voting form should be notarized and the shareholder’s/proxy’s certified copy of passport or personal identity card and contact information (telephone number and e-mail address) should be attached in order to let the Company's Management Board to identify the shareholder.

 Shareholders representatives of proxy should attach to the voting form the power of attorney or other document confirming authorization (if submitted electrically - signed with a qualified secure electronic signature which contains a time-stamp, but if submitted by post -  power of attorney singed under hand with notarized signature of the shareholder).  

A shareholder who has voted prior to the shareholders meeting may request the Company to confirm receipt of the voting form. The Company shall send to the shareholder confirmation without delay after receiving the shareholder's voting form.

 All voting forms received by the Company till February 9, 2022 (by post or e-mail till 16:30) will be taken into account.

Shareholders who votes in the above mentioned order shall be deemed to be present in person at the shareholders meeting, shall be entered in the register of shareholders and shall be taken into account in determining the quorum.

If shareholder has voted prior to the meeting and after that submitted an application form, such shareholder has right to participate in the meeting remotely using electronic means  on the online platform Microsoft Teams. In this case shareholder’s vote submitted before shall be cancelled and shall be taken into account the vote made in the meeting.

Shareholders meeting

The shareholders meeting shall take place using electronic means  on the online platform Microsoft Teams.

In order to register for participation in the shareholders’ meeting, a shareholder should submit a completed application form, which will be sent to shareholders to their e-mail addresses upon request starting from January 27, 2022 (by sending the request to the e-mail address: 10.02.2022_akcionaru.sapulce@olainfarm.com), and attach to it copy of passport or personal identity card of shareholder/representative/proxy. The application form will be also available on the website of the Company www.olainfarm.com, on the website of the Official system of the Central Storage of Regulated Information www.oricgs.lv and on the website of joint stock company “Nasdaq Riga”  www.nasdaqbaltic.com.

We kindly ask to send completed voting form accompanied with a copy of passport or personal identity card:

•  signed with a valid qualified secure electronic signature which contains a time-stamp  - electronically to the Company's e-mail address 10.02.2022_akcionaru.sapulce@olainfarm.com, indicating in the subject of the mail the following information: “Application form for the Extraordinary General Meeting of Shareholders to be held on February 10, 2022”; or

• signed in paper form - to the postal address of the Company: Rūpnīcu iela 5, Olaine, LV-2114,  indicating on the envelope the following information: “Application form for the Extraordinary General Meeting of Shareholders to be held on February 10, 2022”.  

Shareholders shall be registered for the participation in the meeting of shareholders if they duly apply for participation in the above mentioned order till February 9, 2022 12:00. Shareholders will receive access information to the online meeting via e-mail indicated in the application form.

The shareholders are invited to connect to 10.02.2022. Extraordinary General Meeting of Shareholders using access information which will be sent to the e-mail address indicated in the application form. At the moment of the connection will be carried out identification of the shareholder (representative or proxy) therefore shareholders are kindly invited to connect to the shareholders meeting in a timely manner, starting from 10:00 on 10.02.2022. At the moment of the connection to the shareholders meeting, the shareholder (representative or proxy) will be kindly invited to present using video mode the original of personal identification document.

Voting for the agenda issues during the shareholders  meeting will be possible by electronic means of communication using Microsoft Teams online platform.

Shareholders rights

Shareholders have rights to participate in the shareholders meeting in person (including to complete and submit voting form) or with intermediary of his representatives or proxies. Form of power of attorney is available on the website of the Company www.olainfarm.com, on the website of the Official system of the Central Storage of Regulated Information www.oricgs.lv and on the website of joint stock company “Nasdaq Riga” - www.nasdaqbaltic.com.

Shareholders which represent at least 1/20 of the share capital of the Company have the right within 7 days after this announcement is published to request the institution which convocates the shareholders meeting to include additional issues in the agenda. Additional issues and draft decisions or  explanations on issues which are not subject to decisions, should be submitted to the Management Board of the Company.

Shareholders have rights within 7 days after the publishing of the announcement on convocation of the shareholders meeting to submit draft decisions on the issues included in the agenda of the shareholders meeting.  Shareholders have the right to submit draft decisions on the issues included in the agenda of the shareholders meeting  during the meeting, if all draft decisions already submitted for the shareholders meeting have been considered and rejected.

If the shareholder at least 7 days before the shareholders meeting submits written request to the Management Board, the Management Board shall at least 3 days before the shareholders meeting provide the requested information about the issues included in the agenda. The Management Board is obliged upon request of the shareholders to provide the meeting with information about economic situation of the Company to the extent necessary for consideration of the corresponding agenda issue and for objective decision making.

Shareholders may become acquainted with  the draft decisions of the agenda issues from January 27th, 2022, on the website of the Company http://www.olainfarm.com, on the website of the Official system of the Central Storage of Regulated Information www.oricgs.lv and on the website of joint stock company “Nasdaq Riga”  www.nasdaqbaltic.com. Draft decisions on conversion of shares and related amendments to the Articles of Association of the Company are appended to this notification.

Any documents regarding the shareholders meeting of the Company are being published on such internet resources: on the website of the Company http://www.olainfarm.com, on the website of the Official system of the Central Storage of Regulated Information www.oricgs.lv and on the website of joint stock company “Nasdaq Riga”  www.nasdaqbaltic.com.

Total number of shares and shares with voting rights of the Company is 14 085 078.

Management Board ofJoint stock company “Olainfarm”

Attachment

• Lemumu projekti_10.02.2022.akc.sapulce_EN_01.12.2021