/nginx/o/2019/03/29/11907061t1h92a6.jpg?fit=%2C&ssl=1 "Extraordinary shareholders meeting of Olainfarm does not take place due to lack of quorum – Branches – Financenet")
Shareholders representing a total of 3,877,425 voting shares or 27.53% of the voting capital had registered for the convened Extraordinary General Meeting, therefore the shareholders’ meeting did not have the required quorum.
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An extraordinary shareholders’ meeting was convened on the proposal of the Estonian company Olfim and it was planned to decide on the restriction of the powers of several members of the board, as well as on the replacement of the company’s council, although no possible candidates for council members were mentioned.
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It has already been reported that the regular meeting of Olainfarm shareholders took place on Tuesday, where it was decided to approve last year’s report and distribute the profit earned in 2019, deciding to pay EUR 4,507,224.96 or EUR 0.32 per share in dividends.
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The shareholders also took note of the report of the Management Board and the Supervisory Board on the results of operations in 2019, as well as decided by the required majority to repeal the Regulations of the Audit Committee. The remuneration policy of the company’s council and board was also approved at the shareholders’ meeting.
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Already earlier, the audit of Olainfarm found that at the beginning of 2017, former Olainfarm officials concluded a transaction with Banestar on behalf of the company, which caused Olainfarm a loss of several million euros. Suspicious transactions were performed from January 2, 2017 to April 4, 2019. The shareholders considered and approved the filing of a claim against the responsible persons who have been involved in concluding, continuing (not terminating) this agreement, insufficient control over its actual performance, and failure to ensure economy.
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No decisions were made on other items on the agenda at the regular meeting on Tuesday, as the quorum specified in Olainfarm’s Articles of Association was missing for approval, as the authorized representative of the largest shareholder SIA Olmafarm did not participate in the voting. He emphasized that Nika Saveļjeva, who had raised additional agenda items, had not provided more detailed explanations on the purpose, justification and necessity of these changes, as well as potential candidates for the positions of the Supervisory Board and the Audit Committee had not been disclosed to shareholders.
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At the regular meeting of Olainfarm shareholders, at the suggestion of Saveļjeva, it was planned to decide on the restriction of the powers of several members of the Management Board, as well as on the replacement of the Supervisory Board, although potential candidates for members were not mentioned.
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Saveljeva proposed changes to Olainfarm’s articles of association, stipulating that the chairman of the company’s board represents the company separately, but the other members of the board have the right to represent the company together with at least two other members of the board. Currently, the company’s board has seven board members, of whom both the chairman of the board Jerūnas Veitsas and the board members Milana Beļevičs, Elena Bušberga and Zane Kotāne have the right to represent the company separately, according to “Firmas.lv” data.
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Mārtiņš Pūriņs, Raimonds Terentjevs and Baldere-Sildedze, who have the right to represent the company together with two other members of the Board, also currently serve on the Board.
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It was also planned to decide on the replacement of the company’s council at the shareholders’ meeting, although potential candidates for council members were not mentioned. This issue was also included in the agenda of the meeting at the suggestion of Saveljeva. She, representing 7.79% of the share capital of Olainfarm, had made this request using the rights of Section 274, Paragraph two of the Commercial Law.
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At Savoyeva’s suggestion, it was also planned to decide on the performance of Olainfarm’s internal audit and the removal of the audit committee and the election of a new audit committee.
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The audited turnover of the Olainfarm Group in 2019 was 137.219 million euros, which is 10.4% more than a year earlier, but the Group’s profit increased 2.2 times and amounted to 23.628 million euros. At the same time, Olainfarm’s turnover last year was 104.363 million euros, which is an increase of 12.2% compared to 2018, but the company’s profit increased 2.5 times and reached 22.239 million euros.
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Olainfarm manufactures finished dosage forms, pharmaceuticals and food supplements, as well as chemicals and active pharmaceutical ingredients. The largest shareholder of Olainfarm is Olmafarm (42.56%), which is equally owned by the heirs of Valery Maligina – Irina Maligina, Anna Emilia Maligina and Nika Saveljeva. Olainfarm shares are listed on the official list of Nasdaq Riga.
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