1. Reports of the Management Board, the Supervisory Board and the statement of the sworn auditor, approval of the Annual reports for 2024
1) To take note of the reports of the Management Board and Supervisory Board of the Company, as well as the statement of the sworn auditor.
2) To approve the combined – Standalone annual report of JSC "APF Holdings" for 2024 and the Consolidated annual report of JSC "APF Holdings" (APF Group) for 2024, prepared by the Management Board of the Company and reviewed by the Supervisory Board of the Company.
2. Use of profits
To transfer the profit for 2024 in the amount of 1 848 985 EUR to the retained earnings of the Company.
3. Election of the auditor and determination of remuneration of the auditor
1) To elect AS “Baker Tilly Baltics” (commercial company licence No.80) as auditor of the Annual Report of AS "APF Holdings" for the year 2025.
2) To determine the remuneration for the auditor for audit of the Annual Report for the year 2025 cannot exceed 35 000 EUR, excluding VAT.
3) To assign the Management Board of AS "APF Holdings" to sign the contract with the elected auditor for audit of the Annual Report of AS "APF Holdings" for the year 2025.
4. Election of the Supervisory Board and determination of remuneration of Supervisory Board members
1) Considering that the Supervisory Board is not acting in a full composition to remove from the position of Supervisory Board members Uldis Iltners, Aleksandrs Adamovičs and Miguel Franco De Portugal Trigoso Jordao.
2) To elect in the position of the member of the Supervisory Board of JSC "APF Holdings" for a term of 5 (five) years, determining the beginning of the term of office on June 30, 2025:
1. Uldis Iltners;
2. Aleksandrs Adamovičs;
3. Miguel Franco of Portugal Trigoso Jordao;
4. Ruta Amtmane.
3) To determine the remuneration for the performance of the duties of a member of the Supervisory Board of the Company in the amount of EUR 500 (five hundred euros) for each member of the Supervisory Board and the chairperson of the Supervisory Board in the amount of EUR 600 (six hundred euros) for each meeting of the Supervisory Board in which the person has participated.
5. About transactions for strategic development and growth of the Company
1) To take note of the information provided by the Management Board of JSC "APF Holdings" regarding the planned transactions for the strategic development and growth of JSC "APF Holdings".
2) To support the strategic development and growth plan developed by the Management Board of APF Holdings and approved by the Supervisory Board, including the possible implementation of mergers, acquisitions or similar transaction structures, provided that the total value of the indicative transaction does not exceed 75 000 000 EUR and that they could be implemented within the next 6 months.
3) To resolve that, if necessary, external financing may be raised for the transaction, including but not limited to raising public or private capital or entering into loan agreements, based on the assessment of the Management Board of AS “APF Holdings” and in accordance with market conditions.
6. Additional capital raising, increase in share capital, the articles of association in the new wording, cancellation of shareholders' pre-emptive rights and authorizations
1) To rise the capital for the development of JSC "APF Holdings" in the amount of up to 39’870’000,00 EUR by issuing up to 3’000’000 new dematerialized shares with the sale price of one new issue share in the range from 5.11 EUR to 13.29 EUR, including the nominal value of the share in the amount of 1.00 EUR and share premium in the range from 4.11 EUR to 12.29 EUR.
2) To approve the issuance of new dematerialized shares of JSC “APF Holdings” in the amount of up to 3’000’000 within the framework of a public offer or private placement.
3) To take note of the report (justification) provided by the Management Board of JSC "APF Holdings" on the need for the abolition of the pre-emptive rights of shareholders and the sale price of the shares of the new issue and to cancel the pre-emptive right of shareholders to the shares to be newly issued.
4) To approve the terms of share capital increase of JSC "APF Holdings" (in annex).
5) To authorise the Management Board of JSC "APF Holdings" to determine the number of dematerialised shares to be newly issued and the sale price of dematerialised shares to be issued within the aforementioned limits.
6) To authorize the Management Board of JSC "APF Holdings" to clarify, approve, sign the information specified in the terms of share capital increase of JSC "APF Holdings" regarding the number of shares to be issued and the share capital of JSC "APF Holdings" according to the actual situation.
7) To approve the Articles of Association of JSC "APF Holdings" in the new wording (in annex).
8) Authorizing the Management Board of JSC “APF Holdings” to adjust, approve and sign the information specified in the new version of the Articles of Association of JSC “APF Holdings” regarding the number of shares to be issued and the share capital of JSC “APF Holdings” in accordance with the actual situation.
9) To register all dematerialized shares of JSC "APF Holdings" to be newly issued in the central securities depository Nasdaq CSD SE, registration number: 40003242879, legal address: Vaļņu street 1, Riga, LV-1050.
10) After completion of the share capital increase to include for the initiation of the trading all newly issued dematerialized shares of JSC "APF Holdings" in the multilateral trading system "First North" organized by joint stock company "Nasdaq Riga", registration number: 40003167049, registered office: Vaļņu street 1, Riga, LV-1050.
11) To authorize the Management Board of JSC “APF Holdings” to perform all necessary actions for arranging of the public offer or private placement of shares, preparation of the offering document (securities note, company description) or public offering of shares, listing and commencement of trading prospectus and registration (approval) with the Bank of Latvia.
12) To authorize the Management Board of JSC “APF Holdings” to sign to the offering document (securities note, company description) or the prospectus for the public offering, inclusion and commencement of trading of shares, as well as, as necessary, make and approve corrections, changes and additions to the offering document (securities note, company description) or the prospectus for the public offering, inclusion and commencement of trading of shares.
13) To authorize the Management Board of JSC “APF Holdings” to perform all necessary actions for the listing of shares of the joint-stock company “Nasdaq Riga”, registration number: 40003167049, legal address: Vaļņu iela 1, Riga, LV-1050, in the organized multilateral trading system “First North”, including signing a share registration and listing agreement, a settlement procedure agreement and a financial instruments accounting agreement with Nasdaq CSD SE, registration number: 40003242879, legal address: Vaļņu iela 1, Riga, LV-1050.
14) To assign to the Supervisory Board of JSC "APF Holdings" a total of up to 20,000 personnel options over a period of 4 years and to authorize the Supervisory Board to determine an individual distribution of personnel options for each member of the Supervisory Board.
15) To approve amendments to the terms and conditions for the issuance of personnel options of JSC "APF Holdings" (in annex).
16) To approve the amendment to the terms and conditions for increasing the notional share capital of JSC "APF Holdings" (in annex).
Riga, 30 June 2025 Management Board of APF Holdings
The shares of AS APF Holdings are admitted to trading on Nasdaq Baltic First North Market.
APF Holdings (NASDAQ: EGG) is a dynamic group of companies engaged in poultry farming, chicken egg production and trading, as well as gas and organic fertilizer production related to poultry farming processes. Our portfolio includes SIA Alūksnes putnu ferma (poultry farming and egg production), SIA APF Trading (wholesale trade in chicken eggs), SIA Oluksne (providing poultry farming and egg production services), SIA APF Energy (gas and organic fertilizer production), and SIA Preiļu putni (poultry farming and young chicken rearing). Founded in 2017, APF Holdings has become a leading player in the Baltic region's poultry and egg industry.