The Board of JSC Olainfarm ignores the instructions of the Financial and Capital Market Commission (FCMC) on the need to ensure equal rights for all shareholders and to observe other principles of corporate governance, continuing to grossly violate both shareholders’ rights and the law. Pēteris Rubenis, a shareholder of Olainfarm and a former member of the board of the company’s largest shareholder SIA Olmafarm, has informed LETA.
He explained that the Commercial Law and the rules of the stock exchange stipulate that any shareholder has the right to get acquainted with the list of shareholders three days before the meeting. However, the Board of Olainfarm has grossly violated this principle and has not provided the shareholders with an opportunity to get acquainted with this list neither three calendar days nor three working days before the shareholders’ meeting, which is scheduled for September 22. Such an action may also indicate a desire to manipulate the list data on the day of the shareholders’ meeting, ”Rubenis emphasized.
The company’s shareholder has indicated that both the Board of Olainfarm and the company’s representative Jānis Dubrovskis, in response to the shareholders, have provided contradictory information, indicating that the list of shareholders will be available in Olaine, the company starting on Friday, September 18, and others that it will be possible to do it right there in Olaine, but starting on Saturday, September 19.
Rubenis said that in reality it was not possible for the shareholders to get acquainted with the list of shareholders for the September 22 shareholders ‘meeting, which is a clear violation of the Commercial Law, Olainfarm shareholders’ meeting regulations and stock exchange regulations. Several shareholders and their representatives have filed a complaint with the FCMC regarding this fact and the violations of the law. Section 278, Paragraph one of the Commercial Law and Clause 7.2 of the Regulations of the Olainfarm Shareholders ‘Meeting stipulate the obligation of the Board to compile a list of shareholders available to shareholders not later than three days before each shareholders’ meeting.
“Given that Olainfarm is a regulated market company, shareholders and their representatives have applied to the FCMC to intervene in this situation and to invite the Board of Olainfarm to convene a new shareholders’ meeting, ensuring that the rights of all shareholders are respected,” Rubenis added.
It has already been reported that on Tuesday, September 22 at The regular shareholders ‘meeting of Olainfarm was convened at 10.00, and an extraordinary shareholders’ meeting was convened on the same day at 15.00.
Among other things, at the regular shareholders’ meeting of Olainfarm on September 22, on the proposal of shareholder Nika Saveļjeva, it will be decided to limit the powers of several members of the Board, as well as to replace the company’s council,
Saveljeva calls for changes to Olainfarm’s articles of association, stipulating that the chairman of the company’s board represents the company separately, but other board members have the right to represent the company together with at least two other board members.
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.
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.
It is also planned to decide on the replacement of the company’s council at the shareholders’ meeting, although potential candidates for council members have not been mentioned. This issue is also included in the agenda of the meeting at the suggestion of Olainfarm shareholder Saveļjeva. She represents 7.79% of the share capital of Olainfarm and has made this request using the rights of Section 274, Paragraph two of the Commercial Law.
At the suggestion of Saveljeva, it will also be decided to perform an internal audit of Olainfarm and to recall the audit committee and elect a new audit committee.
At the request of the Estonian Olfim, on the same issues – the replacement of the Supervisory Board and the Audit Committee – it is planned to decide on September 22 at 3 pm at the extraordinary shareholders’ meeting of the company.
–
