DECISIONS of the extraordinary meeting of shareholders of joint stock company “Olainfarm” held on October 14th, 2021

DECISIONS of the extraordinary meeting of shareholders of joint stock company “Olainfarm” held on October 14th, 2021

1.   Election of a sworn auditor for the audit of the Annual Report for 2021 and determination of auditor’s remuneration.

Decision:
To elect commercial company of sworn auditors, limited liability company “BDO ASSURANCE”, as the auditor of the 2021 financial statement and consolidated financial statement of the joint stock company “Olainfarm”, prepared in accordance with the International Financial Reporting Standards approved by the European Union, determining the total remuneration 88 700 EUR excluding VAT.

Voting results: the decision is taken with the required majority of votes.

2.   Amendments to paragraph 4 of the Articles of Association of joint stock company “Olainfarm”

Decision:

2.1.    To amend paragraph 4 of the Articles of Association as follows:

“Management board of the Company consists of five members of the management board. The members of the management board shall be elected by the supervisory council. The chairman of the management board shall be entitled to represent the Company individually, each of the other members of the management board shall be entitled to represent the Company together with at least 1 (one) member of the management board. “

Voting results: the decision is taken with the required majority of votes.

2.2.    To approve the new version of the Articles of Association of the joint stock company “Olainfarm”.

Voting results: the decision is taken with the required majority of votes.

3.    Bringing actions against former members of the supervisory council and the management board of joint stock company “Olainfarm”.

Decision:
3.1. To approve the bringing of actions against former members of the supervisory council of the joint stock company “Olainfarm”, Haralds Velmers and Karlis Krastins, on the recognition of their claims for compensation for early removal from office as unfounded and the release of the joint stock company “Olainfarm” from the execution of the notarial enforcement acts issued for the recovery of these refunds, as well as the recovery of the amounts of compensation paid, taking into account the fact that Haralds Velmers and Karlis Krastins were removed from the position of members of the supervisory council of the joint stock company “Olainfarm” in relation to the loss of shareholders’ trust and behaviour contrary to shareholders’ interests, and infringements of the principle of honest and careful managers.

Voting results: the decision is taken with the required majority of votes.

3.2. To bring an action against former members of the supervisory council of the joint stock company “Olainfarm”, Haralds Velmers and Karlis Krastins, for compensation for losses caused to the joint stock company “Olainfarm”, by ordering the management board of the joint stock company “Olainfarm” to carry out an internal audit of the company for the period from 1 April 2019 to 17 June 2021 and to carry out an accurate calculation of losses.

Voting results: the decision is taken with the required majority of votes.

3.3. In accordance with Section 172, Paragraph four of the Commercial Law, specify that an action against the members of the supervisory council shall be brought and maintained by the management board.

Voting results: the decision is taken with the required majority of votes.

3.4. To bring an action against Milana Belevica for losses to be disclosed as a result of the internal audit of the joint stock company “Olainfarm”, as well as for consultation agreement unilaterally concluded by Milana Belevica on behalf of joint stock company “Olainfarm” on 12 March 2021 with Ludwig & Co GmbH, that was concluded without the approval of the supervisory council of the joint stock company “Olainfarm”, breaching paragraph 5.11.9 of the rules of procedure of the management board of the joint stock company “Olainfarm”.

Voting results: the decision is taken with the required majority of votes.

3.5. To bring an action against Jeroen Hidde Weites for losses to be disclosed as a result of the internal audit of the joint stock company “Olainfarm”, as well as for the performance of the authorization agreement of 29 November 2019 and the recovery of sums unduly paid, the reimbursement of losses in accordance to the Decision No 114 of the Council of the Financial and Capital Market Commission of 21 September 2021 “For infringements of Section 4.1, Paragraph two, of the Financial Instrument Market Law and Section 18 of the Regulation No 596/2014 committed by joint stock company “Olainfarm””.

Voting results: the decision is taken with the required majority of votes.

3.6. In accordance with Section 172, Paragraph three of the Commercial Law, specify that an action against the members of the management board shall be brought and maintained by the supervisory council.

Voting results: the decision is taken with the required majority of votes.

4.   On the exclusion of shares from the regulated market.

Decision:
To exclude shares of the joint stock company “Olainfarm” from the regulated market.

Voting results: the decision is taken with the required majority of votes.