AS MADARA Cosmetics : Draft resolutions of the Annual General Meeting of Shareholders of AS MADARA Cosmetics, dated 28 June 2023

MADARA Cosmetics
Notice to convene annual general meeting Draft resolutions of the Annual General Meeting of Shareholders of AS MADARA Cosmetics, dated 28 June 2023

Inside information, 2023-06-14 15:30 CEST --

1. Reports of Management Board, Supervisory Board and the statement of sworn auditor, approval of the Annual reports for 2022.

1) To take notice of the reports by the Management Board and the Supervisory Board of AS "MADARA Cosmetics", as well as the statement of sworn auditor. 2) To approve separate annual report and annual consolidated report for the financial year 2022 that has been prepared by the Management Board and reviewed by the Supervisory Board of AS MADARA Cosmetics.

2. Distribution of profit.

1) To distribute in dividends from AS MADARA Cosmetics profit of 2022 in the amount of EUR 1 229 549 and part of the undistributed profit of previous years in the amount of EUR 91 669,85, which in total amounts to EUR 1 321 219,85 or EUR 0,35 per share. 2) To set that the dividend Ex-date (namely, the date from which no dividends will be paid for the shares in respect to which a decision was made to pay dividends) shall be 12 July 2023. To set that the dividend record date shall be 13 July 2023. To set that the dividend payment date shall be 14 July 2023.

3. Approval of the issuance of employee share options and related conditional increase of share capital.

1) To approve the issuance of AS MADARA Cosmetics employee share options, by issuing 25 000 employee share options, and related employee share option issue terms. 2) To approve share capital increase with condition (conditional share capital) of AS "MADARA Cosmetics" by EUR 2500, by issuing new shares of AS MADARA Cosmetics, which will be used as a result of employee share option conversion. 3) To approve the conditional share capital increase terms of AS MADARA Cosmetics. Drafts to the employee share option issue terms and conditional share capital increase terms are annexed to notification on convocation of shareholder meeting as separate documents.

4. Approval of amendments and the new version of articles of association.

1) To approve the amendments to AS MADARA Cosmetics articles of association, by expressing the current wording of Clause 6.1. of articles of association: "The Management Board consists of 3 Management Board members.", as follows: "Management Board is the executive body of the Company that manages and represents the Company.". 2) To approve the new version of AS MADARA Cosmetics articles of association. Drafts to amendments and new version of articles of association are annexed to notification on convocation of shareholder meeting as separate documents.

Attached: 1) Voting form. 2) Report of Supervisory Board.

The Management Board of AS MADARA Cosmetics.

The shares of Madara Cosmetics are admitted to trading on Nasdaq Baltic First North Market.

The Certified Adviser for AS Madara Cosmetics is ZAB Eversheds Sutherland Bitāns SIA.

AS MADARA Cosmetics was founded in 2006 and has become one of the leading cosmetics manufacturers in Northern Europe and a leader in Latvia. The company' s brand MÁDARA is a pioneer in the natural skincare and make-up segment in Latvia. Since November 2017, the company's shares have been listed on the Nasdaq Baltic alternative market First North. For more information, visit investors.madaracosmetics.com.

Contact information:
Address: 131 Zeltiņu Street, Mārupe district, Mārupe, LV 2167, Latvia
Contact person: Uldis Iltners, member of the Management Board
E-mail: [e-mail]
Phone: [phone]

Certified adviser:
ZAB Eversheds Sutherland Bitāns SIA
Contact person: Justīne Ignatavičute
E-mail: [e-mail]
Phone: [phone]

Attachments:
Balsojuma veidlapa_Voting form.docx
MADARA Cosmetics_Council_Report.pdf