AS HansaMatrix: Decisions adopted by the HansaMatrix Annual General Meeting of Shareholders on May 26, 2021
Decisions adopted by the HansaMatrix Annual General Meeting of Shareholders on May 26, 2021
Riga, 2021-05-27 07:47 CEST – The Management Board of HansaMatrix (unified registration number 40003454390, legal address: Akmeņu iela 72, Ogre, LV-5001, Latvia) informs that the Annual General Meeting of Shareholders has been convened on May 26, 2021 at 2:00 p.m. EEST, at the headquarters of HansaMatrix meeting room located at Ziedleju iela 1, Marupe, LV-2167, Latvia, with the possibility for shareholders to participate via remote channels. The General Assembly adopted the following decisions:
1. Approve the report of the Management Board and the Supervisory Board on the results for fiscal year 2020.
The report of the Management Board and the Supervisory Board on the Company’s results for the 2020 financial year is attached to this announcement.
2. Approve the audited consolidated annual report of the AS HansaMatrix group and of the parent company for the financial year 2020.
3. Approve the remuneration report of the board of directors and of the directors of the board for the year 2020.
4. Distribute dividends to shareholders on retained earnings of previous years for a total amount of 54,881.43 EUR(fifty-four thousand eight hundred and eighty-one and 43/100 euros) or in the amount of EUR 0.03(three cents) per share. To define and announce June 9, 2021as the release date, to define June 10, 2021, as the reference date for dividends and June 11, 2021, on the date of payment of dividends in the amount of 54,881.43 EUR(fifty four thousand eight hundred and eighty-one and 43/100 euros) or in the amount of EUR 0.03(three cents) per share.
5. Approve SIA Deloitte Audits Latvia (registration number 40003606960) as certified auditor of AS HansaMatrix for the financial report for the year 2021 and the year 2022 and to fix 130,000 EUR (one hundred and thirty thousand euros), plus the tax on the added value, as remuneration of the certified auditor for the audit of the financial reports for the years 2021 and 2022 (65,000 EUR plus value added tax per year).
5. Approve the new edition of the articles of association of the company, expressing the current wording of clause 6.1. of the bylaws: “The Supervisory Board is made up of 5 (five) members elected by the General Meeting of Shareholders. The members of the Supervisory Board elect from among themselves the Chairman of the Supervisory Board and a Vice-Chairman of the Supervisory Board ”, as follows:“ The Supervisory Board is composed of 6 (six) members elected by the General Meeting of Shareholders . The members of the supervisory board elect from among themselves the chairman of the supervisory board and a vice-chairman of the supervisory board ”.
The consolidated version of the company’s articles of association is attached to this announcement.
7. To dismiss the current members of the Council Andris Bērziņš, Ingrīda Blūma, Dagnis Dreimanis, Normunds Igolnieks and Baiba Anda Rubesa and to elect Board members Ingrīda Blūma, Anders Lennart Borg, Dagnis Dreimanis, Normunds Igolnieks, Ilmārs Osmanis and Baiba Anda Rubesa.
Ingrīda Blūma, Anders Lennart Borg and Baiba Anda Rubesa are considered independent members of the Board.
Information on the professional experience of Board members is attached to this announcement.
8. Approved to assign the function and tasks of the audit committee to the parent institution of the company – the Board.
9. Approved the compensation of the Board for the year 2021:
(a) Aapproved the following remuneration of the independent members of the Board: Chairman of the Board 2200 EUR gross monthly, member of the Board with professional experience in the electronics industry 2100 EUR gross monthly, member of the Board 1000 EUR gross monthly.
(b) Aimproved the total annual remuneration reserve of the Supervisory Board by an amount of EUR 3,000, which can be used for the remuneration of the Supervisory Board in accordance with article 2.10. the remuneration policy for the members of the Board of Directors and of the Supervisory Board (for participation in seminars and training sessions insofar as this is necessary to achieve the strategic objectives of the Company) and which could be used to cover the Council members residing in a foreign country (excluding Latvia) the administrative costs (hotel, travel and communication) to attend Council meetings in person if necessary.
In view of the fact that the Company has succeeded in attracting an experienced electronics specialist to the Board, this decision makes an exception to the remuneration policy for Board and Board members in the section on fixed remuneration (the policy states that remuneration fixed number of Board members may not exceed 50% of the Chairman of the Board).
ten. Rules of the General Assembly approved of the company.
The rules of the general meeting are attached to this announcement as a separate document.
11. Approved the new edition of the Regulation respecting the issuance of employee stock options, expressing the current wording of Article 8. As follows:
“8. DEADLINE FOR CONVERSION OF OPTIONS AND ACTION PROCEDURES OF EMPLOYEES THROUGH WHICH THEY WILL BE EXCHANGED FOR SHARES
8.1. The holder of employee stock purchase options has the right to exercise the employee stock purchase options granted to him for an unlimited period from the date of their grant.
8.2. The Board of the Company has the right to set an individual term, not exceeding 3 years, for the conversion of options into Company shares for the beneficiary of employee stock options, for Company employees and employees. 100% subsidiaries of the company. Company, who are not members of the board.
8.3. The Board of the Company has the right to set an individual term, not exceeding 3 years, for the conversion of options into Company shares for the directors of the Company and for the directors of the Company which are 100% subsidiaries.
8.4. The newly issued shares of the Company are intended to be recorded in the accounting system of the central securities depository Nasdaq CSD SE. The shareholder has the right to transfer the newly issued dematerialized bearer shares of the Company registered with the central securities depository Nasdaq CSD SE to their own financial instruments account. “
The new edition of the Regulation respecting the issuance of stock options to employees is attached to this declaration as a separate document.
Investor and media contact:
Māris Macijevskis, CFA
Member of the Management Board, Chief Financial Officer
Telephone: (+371) 6780 0002
E-mail: [email protected]
HansaMatrix is a fast growing high tech company operating in the Baltic, Nordic and European markets, developing and industrializing electronic products and systems, providing a full range of manufacturing services in data networks, Internet of Things, industrial systems and other add-on product lines.