DECLARATION
to the shareholders of the Joint Stock Company (AS) “Kurzemes ciltslietu un mākslīgās apsēklošanas stacija” on convening the Annual General Meeting of Shareholders
The Annual General Meeting of the Joint Stock Company (AS) “Kurzemes ciltslietu un mākslīgās apsēklošanas stacija”(unified reg. No. 40003017085, legal address: Kurzemes CMAS, Jaunpils Rural Territory, Tukums Municipality), hereinafter referred to as – the Company, the Management Board convenes an Annual General Meeting of Shareholders on 26 April 2023 at 11.00 a.m. at the Company's office premises Kurzemes CMAS, Jaunpils Rural Territory, Tukums Municipality. Voting on the items on the agenda may also be carried out remotely using online tools.
The total number of voting shares of the Company is 876 000.
The agenda of the Meeting of Shareholders includes the following items:
- Reports of the Management Board and Supervisory Council.
- Approval of the annual report of 2022.
- 2022 profit distribution.
- Approval of the auditor for 2023 and determination of the auditor's remuneration.
- On the surrender of share certificates, the process of dematerialisation of shares, ensuring compliance with the shareholders' obligation [to update the particulars entered in the register] and the disposal of shares in the Company surrendered by shareholders.
Further information on item 5 on the agenda. As a result of the above agenda item, shareholders will be asked to vote and decide on the Company's shareholder re-registration process, which consists of the following steps:
Step 1. The Board convenes a meeting of shareholders, which approves the shareholder re-registration action plan, after which the shareholder re-registration process is initiated.
Step 2. The actual shareholder re-registration.
1. The re-registration process takes 3 months.
2. Persons entered in the shareholders' register as shareholders: appear in person at the Joint Stock Company, present an identity document, hand over the share certificate to the Management Board, provide details of: address where the person can be reached, contact details, e-mail address, bank account number (to which dividends are to be transferred in the case of dividend payment), as well as details of any possible relationship with a politically exposed person.
Step 3. Upon the completion of the shareholder re-registration process, the Management Board shall, within 10 (ten) days after the expiry of the three-month period, compile the information and prepare a [new] division of the Company's shareholders' register in which the details of the shareholders shall be entered, providing that the shares in respect of which the shareholders have expressed no interest in the Company have been transferred to the Company due to their surrender.
Step 4. Amendment of the Articles of Association surrendering the share certificates in favour of registered shares (in accordance with the provisions of the Commercial Law, effective 1 July 2023).
Information on remote voting
Any shareholder who wishes to participate in the meeting remotely by electronic means may send a request to the Company's Management Board by 23 April 2023 (3 days in advance) to the following e-mail address: kcmas@kcmas.lv, which shall include information that the shareholder wishes to participate in the meeting via live video. An online link will be sent to the e-mail address specified, through which the shareholder will be able to access the meeting on the day of the meeting.
In order to participate remotely – online – in the meeting, the shareholder needs a computer with internet connection, a camera and a microphone. When registering for the meeting, the shareholder must show proof of identity on the day of the meeting.
Shareholders may register both in person and online on the day of the meeting, 26 April 2023, between 10.30 and 10.59 a.m. at the venue of the meeting or by the link provided in the shareholder's e-mail address.
Shareholders who are entered in the shareholders' register at the end of business on 24 April 2023 may attend the Extraordinary General Meeting of the Company.
Shareholders may attend the meeting in person or through their legal representatives or proxies. Shareholders, shareholders' representatives and proxies must present an identity document – passport or identity card – when registering. In addition, shareholders' representatives and proxies must submit a written power of attorney of the represented shareholder. Authorised representatives wishing to participate in the meeting online must send a power of attorney signed with a secure electronic signature to the Company's e-mail address: kcmas@kcmas.lv by 20:00 on 24 April 2023.
Shareholders may get acquainted with the draft resolutions to be discussed at the meeting from 12 April 2023 on working days from 09:00 to 16:00 at the Company's office by prior appointment via 20223144 or on the Company's website www.kurzemescmas.lv.
The Management Board
of the Joint Stock Company (AS) “Kurzemes ciltslietu un mākslīgās apsēklošanas stacija”
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