Draft resolutions of the Annual General Meeting of

Draft resolutions of the Annual General Meeting of Shareholders of JSC „Olainfarm” to be held on June 05th, 2018 :

1.  Report of the Board on results of operations in 2017. Draft resolution:

  To take notice of the Report of the Board of the JSC “Olainfarm” on results of operations in 2017.

2. Report of the Council on results of operations in 2017. Draft resolution:

To take notice of the Report of the Council of the JSC “Olainfarm” on results of operations in 2017.

3. Report of the Auditing Committee on activities in 2017. Draft resolution:

To take notice of the Report of the Auditing Committee of the JSC “Olainfarm” on activities in 2017.

4. Approval of the JSC “Olainfarm”  Audited Consolidated Annual Report of Group and Parent Company for 2017. Draft resolution:

To approve the Audited Consolidated Annual Report of JSC „Olainfarm” group and of Parent Company for 2017.

5. Distribution of profit of 2017. Draft resolutions: 5.1. To use part of the year 2017 profit of JSC “Olainfarm” in amount of EUR 2 957 866,38 (two million, nine hundred fifty seven thousand, eight hundred sixty six euro and 38 euro cents) to pay dividends to shareholders of JSC „Olainfarm”, (ISIN code of the shares LV0000100501), paying in dividends EUR 0,21 per one share effectuating payment in two stages in III and IV quarters, but part of the profit in amount of EUR  6 312 133,62 (six million, three hundred twelve thousand, one hundred thirty three euro and 62 euro cents) to retain undistributed and to reinvest in development of JSC “Olainfarm”. In stage I, EUR 0.10 per share is payable, in stage II, EUR 0.11 per share is payable. 5.2. Set the following order for calculation and payment of dividends:

I stage (III quarter): set 04th of July, 2018, as the record date and 05th of July, 2018, as the date of payment ; II stage (IV quarter): set 03rd of October, 2018, as the record date and 04th of October, 2018, as the date of payment.

6. Report of the Board on budget and on planned operations in 2018. Draft resolution:

To take notice of Report of the Board on budget and on planned operations in 2018, which include JSC “Olainfarm” unconsolidated revenues forecast for 2018 in amount of 96 million euro and JSC “Olainfarm” unconsolidated profit in amount of 10,9 million euro, consolidated revenue forecast for 2018 in amount of 130 million euro, but consolidated profit in amount of 11,5 million euro.

7. Election of the Certified Auditor for 2018 and setting of renumeration of the Certified Auditor. Draft resolutions:

7.1. to elect SIA ”PriceWaterhouseCoopers” (license No.5, unitary registration No. 40003142793) to be the certified and compulsory auditor for the consolidated annual report of JSC „Olainfarm” in 2018., 2019. and 2020. financial years.   7.2. to set EUR 172 800,00 (one hundred seventy thousand, eight hundred euro)  as the total remuneration of the Certified Auditor for the years 2018., 2019. and 2020., excluding VAT.

8.  Elections of the Council. Draft resolutions:

8.1. To withdraw the following members from the position of the member of the Council of JSC “Olainfarm”:

• Valentīna Andrejeva;
• Ivars Godmanis;
• Andis Krūmiņš;
• Aleksandrs Raicis;
• Gunta Veismane.

8.2. To elect the Council of JSC “Olainfarm” consisting of the following members for the further term of five years, setting that term of the Council powers commences on June 06, 201 8: Name, last name:

1. _______________________; 2. _______________________; 3. _______________________; 4. _______________________; 5. _______________________;

Nominated candidates by the shareholder SIA “Olmafarm”:

• Signe Baldere – Sildedze;
• Irīna Maligina;
• Milana Beļeviča;
• Ivars Kalviņš;
• Ivars Godmanis.

Nominated candidate by the group of shareholders (AS “LHV Asset Management”, several Swedbank’s foundations, Dunross & Co AB, Invalda AB, AS “Trigon Asset Management” and “Caravan Capital”):  

• Ainārs Ozols.

8.3. Set monthly remuneration of all the Council members in amount of 21 500,00 (twenty one thousand, five hundred euro).

9. Election of the Auditing Committee Draft resolutions: 9.1. To withdraw the following members of the JSC “Olainfarm” Auditing Commitee:

• Viesturs Gurtlavs;
• Valentīna Andrējeva;
• Gunta Veismane.

9.2. to elect the JSC “Olainfarm” Auditing Committee consisting of the following members for the further term of two years, setting that term of the Auditing Committee powers commences on June 06, 201 8 : 1. _____________________________; 2.______________________________; 3.______________________________.

Nominated candidates by the shareholder SIA “Olmafarm”:

• Viesturs Gurtlavs;
• Milana Beļeviča;
• Ivars Godmanis.

Nominated candidate by the group of shareholders (AS “LHV Asset Management”, several Swedbank’s foundations, Dunross & Co AB, Invalda AB, AS “Trigon Asset Management” and “Caravan Capital”):  

• Ainārs Ozols.

Olaine, 21st of May, 2018

Board of the JSC “Olainfarm ”

Information prepared by:

         Salvis Lapins          JSC Olainfarm          Member of the Management Board          Rupnicu iela 5, Olaine, Latvia, LV 2114          Phone: +371 6 7013 717          Fax: +371 6 7013 777          E-mail: Salvis.Lapins@olainfarm.lv