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Resolutions of Shareholders’ Meetings

Notification on convocation of joint stock company “Grindeks” Annual General Meeting of shareholders

The Management Board of joint stock company “Grindeks”, registration number: 40003034935, legal address: 53 Krustpils street, Riga, Latvia, LV-1057 (hereafter – the Company), calls up and announces that Annual General Meeting of Shareholders of the Company will take place on 30 June 2020 at 12.00 at premises of the Company, 53 Krustpils street, Riga, Latvia. Shareholder Registration will be open from 11.30.

Agenda:

  1. Reports of the Management Board, the Supervisory Council and statement of the Sworn auditor.
  2. Approval of the Annual report for the year 2019.
  3. Distribution of the profit for the year 2019.
  4. Election of the auditor and determination of the remuneration for the auditor.
  5. Election of the Audit Committee and determination of the remuneration for the Audit Committee.
  6. Approval of renumeration policy for the Management Board and the Supervisory Council.

Considering the Covid-19 pandemic, with the aim to preserve health of shareholders, the Company’s employees as well as public in general, we encourage all shareholders to participate in the meeting in a written  mode prior to the shareholders meeting by filling in voting form which at least 14 days before the shareholders meeting shall be available on website of the Company – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

We kindly ask completed voting form and send:

  • electronically signed with the electronic signature to the Company’s e-mail address: liene.snore@grindeks.lv; or
  • in paper form signed to the postal address of the Company: 53 Krustpils street, Riga, LV-1057, Latvia. In this case, the voting form should be notarized or with the attached shareholder’s contact information (telephone number and email addresses) in order to let the Company’s Management Board to identify 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 the shareholder confirmation without delay after receiving the shareholder’s voting form.

The voting will take into account all duly received votes received by the Company till June 29, 2020.

Shareholders have right to participate in the meeting (including filling and submitting the voting form) in person or by mediation of their legal representatives or authorized persons. The authorized person should attach to the voting form the power of attorney or present it in the presence, legal representatives of foreign legal persons should attach to the voting form the document proofing representation rights or present it in the presence. All power of attorneys should be signed with the electronic signature or notarised (form of a written power of attorney is also available on website the Company – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com).

The record date for participation at the annual shareholders’ meeting of the Company is 17 June 2020. Only those persons who are shareholders on the record date with the amount of the shares they own on the record date have rights to participate at the annual shareholders’ meeting of the Company to be held on 30 June 2020 as well as to vote in written mode prior the meeting.

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 Management Board at least 7 days before the shareholders’ meeting, the Management Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting. Upon request of the shareholders, the Management 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.

The Annual report and other draft decisions as well as additional information on the agenda are available upon a request of shareholders of the Company starting from 16 June 2020 till 29 June 2020 only in remote mode by sending request to e-mail: liene.snore@grindeks.lv. Phone for enquiries: +371 67083252.

Information on the shareholders’ meeting and shareholders rights is also available on website of the Company – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

The total amount of shares and total amount of the shares with voting rights of the Company is 9 585 000.

The Management Board of joint stock company “Grindeks”

DRAFT RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company “GRINDEKS” to be held on 30 June 2020 (including candidates of members of Audit Committee proposed by shareholder SIA “Liplat Holding”)
  1. Reports of Management Board, Supervisory Council and statement of Sworn auditor

To take notice of the reports of the Management Board, the Supervisory Council and the statement of the sworn auditor of joint stock company “GRINDEKS”.

  1. Approval of Annual report for the year 2019

To approve the following Annual Reports for the year 2019 prepared by the Board of joint stock company “GRINDEKS” and revised by the Supervisory Council of joint stock company “GRINDEKS”:

  • Annual Report for the year 2019 of joint stock company “GRINDEKS” prepared in accordance with the legislative acts of the Republic of Latvia;
  • Consolidated annual Report for the year 2019 of joint stock company “GRINDEKS” prepared in accordance with International Financial Reporting Standards (IFRS);
  1. Distribution of the profit for the year 2019

Considering that joint stock company “GRINDEKS” has started development of the project “Building of new production facility at Krustpils iela 63, Riga” decision on distribution of the profit for the year 2019 and payment of dividends will be reviewed after approval of this project and attracting of external financing.

  1. Election of the auditor and determination of the remuneration for the auditor
  • To elect SIA „Ernst & Young Baltic” (commercial company license No. 17) as auditor of the Annual Reports of joint stock company “GRINDEKS” for years 2020 and 2021.
  • To determine the remuneration for the auditor of the Annual Reports of joint stock company “GRINDEKS” for the year 2020 cannot exceed EUR 126 300 (one hundred twenty six thousand three hundred euros), not including taxes provided by the legislative acts.
  • To determine the remuneration for the auditor of the Annual Reports of joint stock company “GRINDEKS” for the year 2021 cannot exceed EUR 121 750 (one hundred twenty one thousand seven hundred fifty euros), not including taxes provided by the legislative acts
  • To assign the Management Board of joint stock company “GRINDEKS” to conclude the agreement with the elected auditor for audit of years 2020 and 2021.
  1. Election of the Audit Committee and determination of the remuneration for the Audit Committee
  • To elect for the office of the member of joint stock company “GRINDEKS” Audit Committee for the term three years:
  1. Janis Naglis;
  2. Uldis Osis;
  3. Valdis Garoza.
  • To determine EUR 3000 monthly remuneration for all Audit Committee members together.
  1. Approval of renumeration policy for the Management Board and the Supervisory Council

To approve the renumeration policy for the Management Board and the Supervisory Council of joint stock company “GRINDEKS” (attached).

On behalf of the Management Board of joint stock company “GRINDEKS”,

Chairman of the Management Board                                                                 Ph. D. J.Hmelnickis

RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company “GRINDEKS” held on 30 June 2020
  1. Reports of Management Board, Supervisory Council and statement of Sworn auditor

To take notice of the reports of the Management Board, the Supervisory Council and the statement of the sworn auditor of joint stock company “GRINDEKS”.

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

  1. Approval of Annual report for the year 2019

To approve the following Annual Reports for the year 2019 prepared by the Board of joint stock company “GRINDEKS” and revised by the Supervisory Council of joint stock company “GRINDEKS”:

  • Annual Report for the year 2019 of joint stock company “GRINDEKS” prepared in accordance with the legislative acts of the Republic of Latvia;
  • Consolidated annual Report for the year 2019 of joint stock company “GRINDEKS” prepared in accordance with International Financial Reporting Standards (IFRS);

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

  1. Distribution of the profit for the year 2019

Considering that joint stock company “GRINDEKS” has started development of the project “Building of new production facility at Krustpils iela 63, Riga” decision on distribution of the profit for the year 2019 and payment of dividends will be reviewed after approval of this project and attracting of external financing.

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

  1. Election of the auditor and determination of the remuneration for the auditor
  • To elect SIA „Ernst & Young Baltic” (commercial company license No. 17) as auditor of the Annual Reports of joint stock company “GRINDEKS” for years 2020 and 2021.
  • To determine the remuneration for the auditor of the Annual Reports of joint stock company “GRINDEKS” for the year 2020 cannot exceed EUR 126 300 (one hundred twenty six thousand three hundred euros), not including taxes provided by the legislative acts.
  • To determine the remuneration for the auditor of the Annual Reports of joint stock company “GRINDEKS” for the year 2021 cannot exceed EUR 121 750 (one hundred twenty one thousand seven hundred fifty euros), not including taxes provided by the legislative acts
  • To assign the Management Board of joint stock company “GRINDEKS” to conclude the agreement with the elected auditor for audit of years 2020 and 2021.

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

  1. Election of the Audit Committee and determination of the remuneration for the Audit Committee
  • To elect for the office of the member of joint stock company “GRINDEKS” Audit Committee for the term three years:
  1. Jānis Naglis;
  2. Uldis Osis;
  3. Valdis Garoza.

Voting results:  decision is taken by dividing of votes.

  • To determine EUR 3000 monthly remuneration for all Audit Committee members together.

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

  1. Approval of renumeration policy for the Management Board and the Supervisory Council

To approve the renumeration policy for the Management Board and the Supervisory Council of joint stock company “GRINDEKS” (attached).

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

On behalf of the Management Board of joint stock company “GRINDEKS”,

Chairman of the Management Board                                                                             J.Hmeļņickis

Notification on convocation of joint stock company “Grindeks” Extraordinary General Meeting of shareholders

The Management Board of joint stock company “Grindeks”, registration number: 40003034935, legal address: 53 Krustpils street, Riga, Latvia, LV-1057 (hereafter – the Company), based on the request of the shareholder SIA “Liplat Holding” calls up and announces that Extraordinary General Meeting of Shareholders of the Company will take place on 18 August 2020 at 12.00 at premises of the Company, 53 Krustpils street, Riga, Latvia. Shareholder Registration will be open from 11.30.

Agenda:

  1. On dividends payment.

Considering the Covid-19 pandemic, with the aim to preserve health of shareholders, the Company’s employees as well as public in general, we encourage all shareholders to participate in the meeting in a written  mode prior to the shareholders meeting by filling in voting form which at least 14 days before the shareholders meeting shall be available on website of the Company – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

We kindly ask completed voting form and send:

  • electronically signed with the electronic signature to the Company’s e-mail address: liene.snore@grindeks.lv; or
  • in paper form signed to the postal address of the Company: 53 Krustpils street, Riga, LV-1057, Latvia. In this case, the voting form should be notarized or with the attached shareholder’s contact information (telephone number and email addresses) in order to let the Company’s Management Board to identify 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 the shareholder confirmation without delay after receiving the shareholder’s voting form.

The voting will take into account all duly received votes received by the Company till 17 August 2020.

Shareholders have right to participate in the meeting (including filling and submitting the voting form) in person or by mediation of their legal representatives or authorized persons. The authorized person should attach to the voting form the power of attorney or present it in the presence, legal representatives of foreign legal persons should attach to the voting form the document proofing representation rights or present it in the presence. All power of attorneys should be signed with the electronic signature or notarised (form of a written power of attorney is also available on website the Company – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com).

The record date for participation at the extraordinary shareholders’ meeting of the Company is 10 August 2020. Only those persons who are shareholders on the record date with the amount of the shares they own on the record date have rights to participate at the extraordinary shareholders’ meeting of the Company to be held on 18 August 2020 as well as to vote in written mode prior the meeting.

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 Management Board at least 7 days before the shareholders’ meeting, the Management Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting. Upon request of the shareholders, the Management 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.

The draft decisions as well as additional information on the agenda are available upon a request of shareholders of the Company starting from 4 August 2020 till 17 August 2020 only in remote mode by sending request to e-mail: liene.snore@grindeks.lv. Phone for enquiries: +371 67083252.

Information on the shareholders’ meeting and shareholders rights is also available on website of the Company – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

The total amount of shares and total amount of the shares with voting rights of the Company is 9 585 000.

The Management Board of joint stock company “Grindeks”

DRAFT RESOLUTIONS of Extraordinary General Meeting of Shareholders of joint stock company “GRINDEKS” to be held on 18 August 2020 Submitted by shareholder SIA “Liplat Holding
  1. On dividends payment

To pay EUR 8 818 200 in dividends to shareholders of joint stock company “GRINDEKS” from the profit which is earned till December 31, 2017 in the following order:

  • EUR 0.46 per one share, setting September 15, 2020 as the ex-date, September 16, 2020 as the date of calculation of dividends and September 17, 2020 as the date of payment of dividends.
  • EUR 0.46 per one share, setting November 13, 2020 as the ex-date, November 16, 2020 as the date of calculation of dividends and November 17, 2020 as the date of payment of dividends.

 

On behalf of the Board of JSC “GRINDEKS”,

Chairman of the Board                                                                    Ph. D. J.Hmelnickis

RESOLUTIONS of Extraordinary General Meeting of Shareholders of joint stock company “GRINDEKS” held on 18 August 2020
  1. On dividends payment

To pay EUR 8 818 200 in dividends to shareholders of joint stock company “GRINDEKS” from the profit which is earned till December 31, 2017 in the following order:

EUR 0.92 per one share, setting September 15, 2020 as the ex-date, September 16, 2020 as the date of calculation of dividends and September 17, 2020 as the payment date.

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

 

Riga, August 18, 2020

 

On behalf of the Board of joint stock company “GRINDEKS”,

Chairman of the Board J.Hmeļņickis

Notification on convocation of joint stock company “Grindeks” Extraordinary General Meeting of shareholders

The Management Board of joint stock company “Grindeks”, registration number: 40003034935, legal address: 53 Krustpils street, Riga, Latvia, LV-1057 (hereafter – the Company), based on the request of the shareholder SIA “Liplat Holding” calls up and announces that Extraordinary General Meeting of Shareholders of the Company will take place on 12 November 2020 at 12.00 at premises of the Company, 53 Krustpils street, Riga, Latvia. Shareholder Registration will be open from 11.30.=

Agenda:

  1. On exclusion of shares from the regulated market.

Considering the Covid-19 pandemic, with the aim to preserve health of shareholders, the Company’s employees as well as public in general, we encourage all shareholders to participate in the meeting in a written  mode prior to the shareholders meeting by filling in voting form which at least 14 days before the shareholders meeting shall be available on website of the Company – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

We kindly ask completed voting form and send:

  • electronically signed with the electronic signature to the Company’s e-mail address: liene.snore@grindeks.lv; or
  • in paper form signed to the postal address of the Company: 53 Krustpils street, Riga, LV-1057, Latvia. In this case, the voting form should be notarized or with the attached shareholder’s contact information (telephone number and email addresses) in order to let the Company’s Management Board to identify 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 the shareholder confirmation without delay after receiving the shareholder’s voting form.

The voting will take into account all duly received votes received by the Company till 11 November 2020.

Shareholders have right to participate in the meeting (including filling and submitting the voting form) in person or by mediation of their legal representatives or authorized persons. The authorized person should attach to the voting form the power of attorney or present it in the presence, legal representatives of foreign legal persons should attach to the voting form the document proofing representation rights or present it in the presence. All power of attorneys should be signed with the electronic signature or notarised (form of a written power of attorney is also available on website the Company – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com).

The record date for participation at the extraordinary shareholders’ meeting of the Company is 4 November 2020. Only those persons who are shareholders on the record date with the amount of the shares they own on the record date have rights to participate at the extraordinary shareholders’ meeting of the Company to be held on 12 November 2020 as well as to vote in written mode prior the meeting.

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 Management Board at least 7 days before the shareholders’ meeting, the Management Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting. Upon request of the shareholders, the Management 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.

The draft decisions as well as additional information on the agenda are available upon a request of shareholders of the Company starting from 29 October 2020 till 11 November 2020 only in remote mode by sending request to e-mail: liene.snore@grindeks.lv. Phone for enquiries: +371 67083252.

Information on the shareholders’ meeting and shareholders rights is also available on website of the Company – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

The total amount of shares and total amount of the shares with voting rights of the Company is 9 585 000.

DRAFT RESOLUTIONS of Extraordinary General Meeting of Shareholders of joint stock company “GRINDEKS” to be held on 12 November 2020 Submitted by shareholder SIA “Liplat Holding”
  1. On exclusion of shares from the regulated market

To exclude all bearer shares of joint stock company “GRINDEKS” from JSC “Nasdaq Riga” Official Main list.

 

On behalf of the Board of joint stock company “GRINDEKS”,

Chairman of the Board J.Hmeļņickis

RESOLUTIONS of Extraordinary General Meeting of Shareholders of joint stock company “GRINDEKS” held on 12 November 2020
  1. On exclusion of shares from the regulated market

To exclude all bearer shares of joint stock company “GRINDEKS” from JSC “Nasdaq Riga” Official Main list.

The decision was made with the required majority of votes.

On behalf of the Board of joint stock company “GRINDEKS”,

Chairman of the Board J.Hmelnickis

RESOLUTIONS of Extraordinary General Meeting of Shareholders of joint stock company “Grindeks” held on 17 July 2019

1. Distribution of the company profit

To pay EUR 12 268 800 or EUR 1,28 (one euro twenty-eight cents) per one share from accumulated profit till December 31, 2017 of joint stock company “Grindeks” to shareholders of joint stock company “Grindeks” in dividends from the undistributed profit of previous years, setting July 30, 2019 as the ex-date, July 31, 2019 as the date of calculation of dividends and August 01, 2019 as the date of payment of dividends.

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

On behalf of the Board of joint stock company “Grindeks”,
Member of the Board J.Romanovskis,
Member of the Board J.Hmelnickis

DRAFT RESOLUTIONS of Extraordinary General Meeting of Shareholders of joint stock company “Grindeks” to be held on 17 July 2019

Referring to the previously announced that the mandatory share repurchase offer will not affect Board’s view in paying dividends and the overall development of the “Grindeks” Group currently indicates its ability to sustain consistent dividend levels in the future, the Board of joint stock company “Grindeks” proposed and the Supervisory Council revised the following draft decision:

1. Distribution of the company profit

1. To pay EUR 1 437 750 or EUR 0.15 (fifteen cents) per one share to shareholders of joint stock company “Grindeks” in dividends from the undistributed profit of previous years, setting July 30, 2019 as the ex-date, July 31, 2019 as the date of calculation of dividends and August 01, 2019 as the date of payment of dividends.

The decision on profit distribution is taken exclusively by Grindeks’ Shareholders’ meeting.

On behalf of the Board of joint stock company “Grindeks”,

Chairman of the Board J.Bundulis

Notification on convocation of joint stock company Grindeks Extraordinary General Meeting of shareholders (16.07.2019)

The Management Board of joint stock company “Grindeks” (registration number: 40003034935, legal address: 53 Krustpils street, Riga, Latvia, LV-1057) according the shareholder’s “Liplat Holding” Ltd., who represents 72,64% of share capital of joint stock company “Grindeks”, request dated as of June 17, 2019, calls up and announces that Extraordinary General Meeting of Shareholders of joint stock company “Grindeks” will take place on  17 July 2019 at 12.00 at premises of joint stock company “Grindeks”, 53 Krustpils street, Riga, Latvia.

Agenda:

  1. Distribution of the company profit.

Shareholder Registration will be open from 11.30 till 12.00 on the day of meeting – 17 July 2019 – at the venue of the meeting.

The record date for participation at the annual shareholders’ meeting of joint stock company “Grindeks” is 09 July 2019. Only those persons who are shareholders on the record date with the amount of the shares they own on the record date have rights to participate at the annual shareholders’ meeting of joint stock company “Grindeks” to be held on 17 July 2019.

Shareholders have rights to participate in the meeting 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 joint stock company “Grindeks” – grindeks.eu, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com), 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 Management Board at least 7 days before the shareholders’ meeting, the Management Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting. Upon request of the shareholders, the Management 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.

The draft decisions are available upon a request of shareholders of joint stock company “Grindeks” starting from 03 July 2019 till 16 July 2019 at premises of joint stock company “Grindeks”, 53 Krustpils street, Riga, Latvia, contact person Mrs. Irina Baklanova (ph.: 67083252, e-mail: irina.baklanova@grindeks.lv), assistant to Chairman of the Board, on all business days from 09.00 a.m. till 15.00 p.m. and at the Registration on the meeting day.

Information on the shareholders’ meeting and shareholders rights is also available on website of joint stock company “Grindeks” – www.grindeks.eu, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

The total amount of shares and total amount of the shares with voting rights of joint stock company “Grindeks” is 9 585 000.

The Management Board of joint stock company “Grindeks”

Grindeks power of attorney

RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company “Grindeks” held on 4 June 2019

1.Reports of Board, Supervisory Council, Audit Committee and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee, including about remuneration policy development process, its expansion according to recommendations for European Union regulation 2017/828 and consecutive opportunity for shareholders to raise their opinion by voting in the next shareholder meeting, and the statement of the sworn auditor of joint stock company “Grindeks”.

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

2. Approval of Annual report for the year 2018

To approve the following Annual Reports for the year 2018 prepared by the Board of joint stock company “Grindeks” and revised by the Supervisory Council of joint stock company “Grindeks”:

  1. Annual Report for the year 2018 of joint stock company “Grindeks” prepared in accordance with the legislative acts of the Republic of Latvia;
  2. Consolidated annual Report for the year 2018 of joint stock company “Grindeks” prepared in accordance with International Financial Reporting Standards (IFRS);

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

3. Distribution of the company profit

To note and cover losses of parent joint stock company “Grindeks” for the year 2018 in amount of  EUR 12 001 276 from the undistributed profit of previous years.

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

4. Election of the auditor and determination of the remuneration for the auditor 

  1. To elect “BDO Assurance” Ltd. (certificate number 182) as auditor of the Annual Reports of joint stock company “Grindeks” for the year 2019.
  2. To determine the remuneration for the auditor of the Annual Reports of joint stock company “Grindeks” for the year 2019 in the amount of EUR 97 810 (ninety seven thousands eight hundred ten euros), not including taxes provided by the legislative acts.

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

5. Election of the Supervisory Council and determination of the remuneration for the Supervisory Council

1.To determine the annual remuneration fund for the members of the Supervisory Council for the fulfilment of their duties in accordance with the approved Annual Budget of the joint stock company “Grindeks” and to authorize the Chairperson of the Supervisory Council to determine the distribution of the remuneration fund among the members of the Supervisory Council of joint stock company “Grindeks”.

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

2. To elect in positions of the member of joint stock company “Grindeks” Supervisory Council for the term three years, starting on 7 June 2019:

  1. Kirovs Lipmans;
  2. Anna Lipmane;
  3. Filips Lipmans;
  4. Jānis Naglis;
  5. Arkadiy Vertkin.

Voting results:  decision is taken by dividing of votes.

On behalf of the Board of joint stock company “Grindeks”,

Chairman of the Board J.Bundulis

Notification on convocation of joint stock company “GRINDEKS” Annual General Meeting of shareholders (2nd May 2019)

Notification on convocation of joint stock company “GRINDEKS” Annual General Meeting of shareholders

The Management Board of joint stock company “GRINDEKS” (registration number: 40003034935, legal address: 53 Krustpils street, Riga, Latvia, LV-1057) calls up and announces that Annual General Meeting of Shareholders of joint stock company “GRINDEKS” will take place on 04 June 2019 at 12.00 at premises of joint stock company “GRINDEKS”, 53 Krustpils street, Riga, Latvia.

Agenda:

  1. Reports of the Management Board, the Supervisory Council and the Audit Comittee and statement of the Sworn auditor.
  2. Approval of the Annual report for the year 2018.
  3. Distribution of the company profit.
  4. Election of the auditor and determination of the remuneration for the auditor.
  5. Election of the Supervisory Council and determination of the remuneration for the Supervisory Council.

Shareholder Registration will be open from 11.30 till 12.00 on the day of meeting – 04 June 2019 – at the venue of the meeting.

The record date for participation at the annual shareholders’ meeting of joint stock company “GRINDEKS” is 27 May 2019. Only those persons who are shareholders on the record date with the amount of the shares they own on the record date have rights to participate at the annual shareholders’ meeting of joint stock company “GRINDEKS” to be held on 04 June 2019.

Shareholders have rights to participate in the meeting 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 joint stock company “GRINDEKS” – www.grindeks.eu, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com), 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 Management Board at least 7 days before the shareholders’ meeting, the Management Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting. Upon request of the shareholders, the Management 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.

The Annual report and other draft decisions as well as additional information on the agenda are available upon a request of shareholders of joint stock company “GRINDEKS” starting from 21 May 2019 till 03 June 2019 at premises of joint stock company “GRINDEKS”, 53 Krustpils street, Riga, Latvia, contact person Mrs. Irina Baklanova (ph.: 67083252, e-mail: irina.baklanova@grindeks.lv), assistant to Chairman of the Board, on all business days from 09.00 a.m. till 15.00 p.m. and at the Registration on the meeting day.

Information on the shareholders’ meeting and shareholders rights is also available on website of joint stock company “GRINDEKS” – www.grindeks.eu, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

The total amount of shares and total amount of the shares with voting rights of joint stock company “GRINDEKS” is 9 585 000.

The Management Board of joint stock company “Grindeks”

Grindeks Power of Attorney

RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company Grindeks held on 26 June 2018

1.Reports of Board, Supervisory Council, Audit Committee and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company “Grindeks”.

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

2.Approval of Annual report for the year 2017

To approve the following Annual Reports for the year 2017 prepared by the Board of joint stock company “Grindeks” and revised by the Supervisory Council of joint stock company “Grindeks”:

  1. Annual Report for the year 2017 of joint stock company “Grindeks” prepared in accordance with the legislative acts of the Republic of Latvia;
  2. Consolidated annual Report for the year 2017 of joint stock company “Grindeks” prepared in accordance with International Financial Reporting Standards (IFRS);

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

3.Distribution of the profit for the year 2017

The net profit of joint stock company “Grindeks” for the year 2017 in amount of  EUR 11 504 433 distribute as follows:

  1. to pay EUR 1 437 750 or EUR 0.15 (fifteen cents) per one share to shareholders in dividends, setting September 10, 2018 as the ex-date, September 11, 2018 as the date of calculation of dividends and September 12, 2018 as the date of payment of dividends;
  2. to leave EUR 10 066 683 undistributed and use it for the development of joint stock company “Grindeks” to increase the competitiveness of joint stock company “Grindeks”.

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

4.Election of the auditor and determination of the remuneration for the auditor

  1. To elect “BDO Assurance” Ltd. (certificate number 182) as auditor of the Annual Reports of joint stock company “Grindeks” for the year 2018.
  2. To determine the remuneration for the auditor of the Annual Reports of joint stock company “Grindeks” for the year 2018 in the amount of EUR 92 810 (ninety two thousands eight hundred ten euros), not including taxes provided by the legislative acts.
  3. To assign the Board of joint stock company “Grindeks” to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company “Grindeks” for the year 2018.

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

On behalf of the Board of joint stock company “Grindeks”,
Chairman of the Board: J.Bundulis

Notification on convocation of joint stock company “GRINDEKS” Annual General Meeting of shareholders (24th May 2018)

Notification on convocation of joint stock company “GRINDEKS” Annual General Meeting of shareholders

The Management Board of joint stock company “Grindeks” (registration number: 40003034935, legal address: 53 Krustpils street, Riga, Latvia, LV-1057) calls up and announces that Annual General Meeting of Shareholders of joint stock company “Grindeks” will take place on 26 June 2018 at 12.00 at premises of joint stock company “Grindeks”, 53 Krustpils street, Riga, Latvia.

Agenda:

  1. Reports of the Management Board, the Supervisory Council and the Audit Comittee and statement of the Sworn auditor.
  2. Approval of the Annual report for the year 2017.
  3. Distribution of the profit for the year 2017.
  4. Election of the auditor and determination of the remuneration for the auditor.

Shareholder Registration will be open from 11.30 till 12.00 on the day of meeting – 26 June 2018 – at the venue of the meeting.

The record date for participation at the annual shareholders’ meeting of joint stock company “Grindeks” is 18 June 2018. Only those persons who are shareholders on the record date with the amount of the shares they own on the record date have rights to participate at the annual shareholders’ meeting of joint stock company “Grindeks” to be held on 26 June 2018.

Shareholders have rights to participate in the meeting 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 joint stock company “Grindeks” – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com), 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 Management Board at least 7 days before the shareholders’ meeting, the Management Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting. Upon request of the shareholders, the Management 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.

The Annual report and other draft decisions as well as additional information on the agenda are available upon a request of shareholders of joint stock company “Grindeks” starting from 12 June 2018 till 25 June 2018 at premises of joint stock company “Grindeks”, 53 Krustpils street, Riga, Latvia, contact person Ms. Ilze Gailite (ph.: 67083336, e-mail: ilze.gailite@grindeks.lv), public relations specialist, on all business days from 09.00 a.m. till 16.00 p.m. and at the Registration on the meeting day.

Information on the shareholders’ meeting and shareholders rights is also available on website of joint stock company “Grindeks” – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

The total amount of shares and total amount of the shares with voting rights of joint stock company “Grindeks” is 9 585 000.

The Management Board of joint stock company “Grindeks”

Grindeks_power_of_attorney

DECISIONS of Annual General Meeting of Shareholders of joint stock company Grindeks held on 8 June 2017

1. Reports of Board, Supervisory Council and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council and the statement of the sworn auditor of joint stock company “Grindeks”.

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

2. Approval of Annual report for the year 2016

To approve the following Annual Reports for the year 2016 prepared by the Board of joint stock company “Grindeks” and revised by the Supervisory Council of joint stock company “Grindeks”:
1) Annual Report for the year 2016 of joint stock company “Grindeks” prepared in accordance with the legislative acts of the Republic of Latvia;
2) Consolidated annual Report for the year 2016 of joint stock company “Grindeks” prepared in accordance with International Financial Reporting Standards (IFRS);

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

3. Distribution of the profit for the year 2016

The net profit of joint stock company “Grindeks” for the year 2016 in amount of EUR 8 639 818 distribute as follows:
1) to pay EUR 1 437 750 or EUR 0.15 (fifteen cents) per one share to shareholders in dividends, setting August 1, 2017 as the date of calculation of dividends and August 8, 2017 as the date of payment of dividends;
2) to leave EUR 7 202 068 undistributed and use it for the development of joint stock company “Grindeks” to increase the competitiveness of joint stock company “Grindeks”.

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

4. Election of the auditor and determination of the remuneration for the auditor

1) To elect “Deloitte Audits Latvia” Ltd. (certificate number 43) as auditor of the Annual Reports of joint stock company “Grindeks” for the year 2017.
2) To determine the remuneration for the auditor of the Annual Reports of joint stock company “Grindeks” for the year 2017 in the amount of EUR 47 500 (forty seven thousands five hundred euros), not including taxes provided by the legislative acts.
3) To assign the Board of joint stock company “Grindeks” to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company “Grindeks” for the year 2017.

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

5. Election of the Audit Committee and determination of the remuneration for the Audit Committee

1) To elect for the office of the member of joint stock company “Grindeks” Audit Committee for the term three years:
1. Jānis Naglis;
2. Uldis Osis;
3. Valdis Garoza.

Voting results: decision is taken by dividing votes.

2) To determine EUR 3000 monthly remuneration for all Audit Committee members together.

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

On behalf of the Board of joint stock company “Grindeks”,
Chairman of the Board J.Bundulis

DECISIONS of Annual General Meeting of Shareholders of joint stock company Grindeks held on 7 June 2016

07.06.2016

1. Reports of Board, Supervisory Council, Audit Committee and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company Grindeks.

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

2. Approval of Annual report for the year 2015

To approve the following Annual Reports for the year 2015 prepared by the Board of joint stock company «Grindeks» and revised by the Supervisory Council of joint stock company Grindeks.

1) Annual Report for the year 2015 of joint stock company Grindeks prepared in accordance with the legislative acts of the Republic of Latvia;

2) Consolidated annual Report for the year 2015 of joint stock company Grindeks prepared in accordance with International Financial Reporting Standards (IFRS).

To note the profit of the Group in the amount of 1 036 734 EUR in 2015 and to cover losses in 2015 of parent joint stock company Grindeks in the amount of 806 901 EUR from the undistributed profit from the previous years.

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

3. Election of the auditor and determination of the remuneration for the auditor

1) To elect Deloitte Audits Latvia Ltd (certificate number 43) as auditor of the Annual Reports of joint stock company Grindeks for the year 2016.

2) To determine the remuneration for the auditor of the Annual Reports of joint stock company Grindeks for the year 2016 in the amount of EUR 41 000 (forty one thousand euro), not including taxes provided by the legislative acts.

3) To assign the Board of joint stock company Grindeks to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company Grindeks for the year 2016.

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

4. Election of the Supervisory Council and determination of the remuneration for the Supervisory Council

1) In accordance with the Clause 296 Section 9 of Commercial law and with the statement of resignation from the position of Supervisory Council from the Supervisory Council member Uldis Osis dated on 12 January 2016 to recall: Janis Naglis, Kirovs Lipmans, Anna Lipmane un Arkadiy Vertkin from their positions of the members of joint stock company Grindeks Supervisory Council as of 7 June 2016.

Voting results:  decision is taken by the dividing of the votes.

2) To elect in positions of the member of joint stock company Grindeks Supervisory Council for the term three years, starting on 7 June 2016:

  1. Kirovs Lipmans;
  2. Anna Lipmane;
  3. Janis Naglis;
  4. Arkadiy Vertkin.

Voting results:  decision is taken by the dividing of the votes.

3) To determine the annual remuneration fund for the members of the Supervisory Council for the fulfilment of their duties in accordance with the approved Annual Budget of the joint stock company Grindeks and to authorize the Chairperson of the Supervisory Council to determine the distribution of the remuneration fund among the members of the Supervisory Council of joint stock company Grindeks.

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

Simultaneously, joint stock company Grindeks informs that in the meeting of the Supervisory Council on 7 June 2016 the Supervisory Council of joint stock company Grindeks repeatedly decided to elect Kirovs Lipmans as a Chairman of the Supervisory Council and Anna Lipmane as a Deputy Chairman of the Supervisory Council.

The information on elected Supervisory Council of joint stock company Grindeks as attached.

The Chairman of the Board of JSC Grindeks

Juris Bundulis

RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company Grindeks to be held on 12 June 2015

12.06.2015

1. Reports of Board, Supervisory Council, Audit Committee and statement of Sworn Auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company Grindeks.

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

 

 2. Approval of Annual report for the year 2014

To approve the following Annual Reports for the year 2014 prepared by the Board of joint stock company Grindeks and revised by the Supervisory Council of joint stock company Grindeks:

1) Annual Report for the year 2014 of joint stock company Grindeks prepared in accordance with the legislative acts of the Republic of Latvia;

2) Consolidated annual Report for the year 2014 of joint stock company Grindeks prepared in accordance with International Financial Reporting Standards (IFRS).

3) To cover loses of joint stock company Grindeks in the amount of 2 540 171 EUR from the undistributed profit from the previous years.

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

 

 3. Election of the auditor for the year 2015 and determination of the remuneration for the auditor

1) To elect SIA “BDOLatvia” (certificate number 176) as auditor of the Annual Reports of joint stock company Grindeks for the year 2015.

2) To determine the remuneration for the auditor of the Annual Reports of joint stock company Grindeks for the year 2015 in the amount of EUR 29 000 (twenty nine thousand euros), not including taxes provided by the legislative acts.

3) To assign the Board of joint stock company Grindeks to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company Grindeks for the year 2015.

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

 

4. Denomination of the nominal value from lats to euro and Amendments to the Articles of Association

1) To perform denomination of the joint stock company Grindeks  9 585 000 (nine million five hundred eighty five thousand) shares with nominal value of the each share 1,00 LVL (one Latvian lat zero santims) from Latvian lats to euro, determining that after the denomination the share capital consists of 9 585 000 (nine million five hundred eighty five thousand) shares with nominal value of the each share 1,40 EUR (one euro forty cents) with total value of the share capital 13 419 000,00 EUR (thirteen million four hundred nineteen thousand euro zero cents).

2) The positive difference arising from the joint stock company Grindeks shares denomination from Latvian lats to euro in the amount of 219 226,30 EUR (two hundred nineteen thousand two hundred twenty six euro and thirty cents) to transfer into the joint stock company Grindeks reserves.

3) To determine that the denomination should be carried out as of the July 15, 2015 (end of the day).

4) To amend the Articles of Association  – to express Clause 4.1  in the new wording:

“4.1. The Company’s share capital is 13 419 000,- EUR (thirteen million four hundred nineteen thousand euro zero cents). The Company’s share capital consists of 9 585 000 (nine million five hundred eighty five thousand) shares. The nominal value of the each share is 1,40 EUR (one euro forty cents).

5) To amend the Articles of Association  – to express Clause 6.2. (14)  in the new wording:

“14) sponsorship and donations which amount exceed 3 000,- EUR (three thousand euro)”.

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

 

The Management Board of Joint Stock Company Grindeks

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