HansaMatrix — Share Issue/Capital Change 2018

Nov 30, 2018

Summary of the key conditions of AS HansaMatrix regulations on the conditional share capital increase

• 4.1. The Management Board of the Company is granted with a right to issue new shares of the Company according to the procedure and in the amount specified in these regulations on the share capital increase;
• 4.2. The purpose for the share capital increase is the issuance of new shares of the Company, which shall be exchanged for the warrants. The issuance of warrants takes place simultaneously with this share capital increase. The holder of warrants shall be granted with a right to exchange the warrants for the new issue shares of the Company according to the procedure as specified in these regulations on the share capital increase;
• 4.3. The share capital of the Company is composed of 1 829 381 dematerialized bearer shares with par value of one share EUR 1. All shares have one category;
• 4.4. The conditional share capital of the Company at the date of these regulations is EUR 18 294. The purpose of the current conditional share capital is issuance of personal options, which grants the right to the holders of personal options to acquire Company's shares;
• 4.5. The share capital of the Company shall be increased by the amount of EUR 215 563 (conditional share capital);
• 4.6. After the registration of the conditional share capital increase with the Commercial Register the taking into the account the current registered conditional share capital necessary for the issuance of personal options, the total amount of the conditional share capital shall be EUR 233 857;
• 4.7. Within the share capital increase process the Company may issue 215 563 dematerialized bearer shares with par value of one share in the amount of EUR 1 (hereinafter – the New Issue Shares);
• 4.8. All the New Issue Shares shall be of one category. Each New Issue Share shall give equal voting rights in the General Meeting, as well as the rights to receive dividends and liquidation quota. If in the future the Company will have various class of shares, then the warrant holder is entitled to receive most preferential class of Company's new issue shares;
• 4.9. The New Issue Shares shall be paid by exchanging the New Issue Shares for warrants as follows:
• 4.9.1.One New Issue Share shall be exchanged for one warrant; no additional payments shall apply;
• 4.9.2.The warrant holder submits to the Company application with a request to exchange the warrants held by him for the New Issue Shares;
• 4.9.3.The Management Board adopts a decision on the issuance of the New Issue Shares within 10 days after the receipt of application of the warrant holder;
• 4.9.4.Within one month after the decision of the Management Board on the issuance of the New Issue Shares the Supervisory Board adopts a decision on amendments in the Articles of Association regarding the amount of the share capital;
• 4.9.5.The Management Board of the Company prepares and signs the new revision of the Articles of Association of the Company;
• 4.9.6.After the issuance of the New Issue Shares the Management Board files an application on share capital increase with the Commercial Register;
• 4.9.7.The share capital of the Company in the amount of the New Issue Shares as reflected in the decision of the Management Board shall be considered as increase after record is made in the Commercial Register;
• 4.9.8.The Management Board ensures the registration of the exchanged New Issue Shares with the Latvian Central Depository or in the Company's shareholders register, as the case may be at the time of conversion;
• 4.10. Any person recorded as the warrant holder in the Company's Register of warrants is entitled to acquire the New Issue Shares;
• 4.11. The subscription to the New Issue Shares shall take place at the registered address of the Company by the holder of warrants filing the application to the Company;
• 4.12. The warrant holder may use the rights to subscribe for New issue Shares within the term set in the Regulations on issuance of the warrants unlimited number of times, i.e., the warrant holder may subscribe for New Issue Shares in portions;
• 4.13. According to the provision of Article 253(1) of the Commercial Law the shareholders of the Company do not have a right to exercise the priority rights.