ADAMA Ltd.Announcement of Resolutions of the 2
nd
Meeting of the 10
th
Session of the Board of Directors
The 2
nd Meeting of the 10
thSession of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) was held via circulation of the resolution onMay 14, 2024 following notifications sent to all the directors on May 13, 2024 (Withthe unanimous consent of all the directors, the notice time limit of this meeting wasexempted). Five directors were entitled to participate in the circulation and fivedirectors participated.The meeting complies with all relevant laws and regulations as well as the Articles ofAssociation of the Company. The following resolutions were deliberated and adopted:
1. Proposal on the Reappointment of Senior Executives of the CompanyThe Board agreed to renew the appointment of the following persons as seniorexecutives and passed the Proposal on the Reappointment of Senior Executives of theCompany by voting on each item separately, as follows.
(1) Reappoint Mr. Steve Hawkins as the President and Chief Executive Officer of theCompanyAfter being reviewed by the Nomination Committee of the Board, the Board approvesto reappoint Mr. Steve Hawkins as the President and Chief Executive Officer of the
The Company and all members of its board of directors hereby confirm that allinformation disclosed herein is true, accurate and complete with no false ormisleading statement or material omission.Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-32
Company, starting from the date of approval by the Board meeting and until theexpiration of the 10th session of the Board.This sub-proposal was passed with 5 affirmative votes, 0 negative votes and 0abstentions.
(2) Reappoint Ms. Efrat Nagar as the Chief Financial Officer of the CompanyAfter being reviewed by the Nomination Committee and approved by the AuditCommittee of the Board, the Board approves to reappoint Ms. Efrat Nagar as the ChiefFinancial Officer of the Company, starting from the date of approval by the Boardmeeting and until the expiration of the 10th session of the Board.This sub-proposal was passed with 5 affirmative votes, 0 negative votes and 0abstentions.
(3) Reappoint Mr. Guo Zhi as the Board Secretary of the Company
After being recommended by the Board and reviewed by the Nomination Committeeof the Board, the Board approved the renewal of appointment of Mr. Guo Zhi as theBoard Secretary, starting from the date of approval by the Board meeting and until theexpiration of the 10th session of the Board.Mr. Guo Zhi has obtained the qualification certificate of Board Secretary issued by theShenzhen Stock Exchange, and his qualification of Board Secretary complies with therelevant provisions in the Listing Rules of Shenzhen Stock Exchange, AdministrativeMeasures for the Qualifications of the Board Secretary and the Securities AffairsRepresentative of Listed Companies of Shenzhen Stock Exchange and other relatedregulations.The contact information of Mr. Guo Zhi, the Board Secretary of the Company, is asfollows:
Telephone:（010）56718110Fax:（010）59246173
Email: irchina@adama.comAddress: 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road,Chaoyang District, Beijing, China.Post code: 100026This sub-proposal was passed with 5 affirmative votes, 0 negative votes and 0abstentions.As for the profiles of the above senior executives, please refer to the appendix of thisannouncement.
2. Proposal on the Reappointment of the Securities Affairs RepresentativeThe Board approved to renew the appointment of Ms. Wang Zhujun as the SecuritiesAffairs Representative to assist the Board Secretary, starting from the date of approvalby the Board meeting and until the expiration of the 10th session of the Board.Ms. Wang Zhujun has obtained the qualification certificate of Board Secretary issuedby the Shenzhen Stock Exchange, and the appointment of Ms. Wang Zhujun to theSecurities Affairs Representative complies with the relevant provisions in the ListingRules of Shenzhen Stock Exchange, Administrative Measures for the Qualifications ofthe Board Secretary and the Securities Affairs Representative of Listed Companies ofShenzhen Stock Exchange and other related regulations. As for the profiles of Ms.Wang Zhujun, please refer to the appendix of this announcement.The contact information of Ms. Wang Zhujun, the Securities Affairs Representative ofthe Company, is as follows:
Telephone:（010）56718110Fax:（010）59246173Email: irchina@adama.comAddress: 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road,Chaoyang District, Beijing, China.
Post code: 100026This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
3. Proposal on ADAMA’s 2023 Environmental, Social, and Governance (ESG)ReportThe Company is to publish its 2023 Environmental, Social, and Governance (ESG)Report, further embedding sustainability into its business activities. For details, pleaserefer to ADAMA’s 2023 Environmental, Social, and Governance (ESG) Reportdisclosed on the same day.This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.It is hereby announced.
Board of Directors of ADAMA Ltd.
May 15, 2024
Appendix - ProfilesProfiles of the President and Chief Executive Officer, Chief Financial Officer, BoardSecretary and Securities Affairs Representative of the Company are as follows:
1. Profile of Mr. Steve Hawkins
Mr. Steve Hawkins, Canadian, born in 1966, serves as the President & Chief ExecutiveOfficer of both the Company and Adama Agricultural Solutions Ltd., concurrent withhis position as Chairman of the Board of Directors of Adama Agricultural SolutionsLtd. He holds a Diploma in Agriculture Engineering and an Executive MBA in Foodand Agribusiness, both from the Ontario Agricultural College of the University ofGuelph, and has a bachelor’s degree in Administrative Studies from York University.He previously served as ADAMA’s SVP Americas, and prior to that served as RegionalDirector EAME for Syngenta Crop Protection A.G. Currently, He does not work in theshareholders holding more than 5% of the Company’s shares or the actual controller ofthe Company.As of the date of this Announcement, Mr. Steve Hawkins does not directly or indirectlyhold any of the Company’s shares. Mr. Steve Hawkins has no relationship with anyshareholders holding more than 5% of the Company’s shares, the actual controllers, orother directors, supervisors and senior executives of the Company.Mr. Steve Hawkins has not been subject to any punishment imposed by the CSRC andthe SZSE and does not fall under any of the circumstances stipulated in Article 3.2.2 ofGuidelines of Shenzhen Stock Exchange on Self-discipline Supervision of ListedCompanies No.1 - Standardized Operation of Main Board Listed Companies issued bythe SZSE. Mr. Steve Hawkins is not a judgement debtor subject to enforcement. Mr.Steve Hawkins meets all the qualifications set under the applicable laws and regulations.
2. Profile of Ms. Efrat Nagar
Ms. Efrat Nagar, Israeli, born in 1974, serves as the Chief Financial Officer. She holdsmaster’s degree in business administration (focus in Finance) from Bar Ilan University,
Israel and bachelor's degree in Economics and Accounting from Bar Ilan University,Israel. She previously served as Regional CFO of India, Middle East and Africa,Executive Corporate Business Director (serving as the Chief of Staff for ADAMA’sCEO) and VP Finance in ADAMA. She had not worked in the controlling shareholderor the actual controller of the Company before.As of the date of this Announcement, Ms. Efrat Nagar does not directly or indirectlyhold any of the Company’s shares. Ms. Efrat Nagar has no relationship with anyshareholders holding more than 5% of the Company’s shares, the actual controllers, orother directors, supervisors and senior executives of the Company.Ms. Efrat Nagar has not been subject to any punishment imposed by the CSRC and theSZSE and does not fall under any of the circumstances stipulated in Article 3.2.2 ofGuidelines of Shenzhen Stock Exchange on Self-discipline Supervision of ListedCompanies No.1 - Standardized Operation of Main Board Listed Companies issued bythe SZSE. Ms. Efrat Nagar is not a judgement debtor subject to enforcement. Ms. EfratNagar meets all the qualifications set under the applicable laws and regulations.
3. Profile of Mr. Guo Zhi
Mr. Guo Zhi, born in 1977, with Chinese citizenship, obtained master degrees in lawfrom Peking University and Melbourne University. He currently serves as the BoardSecretary, Director of the Discipline Inspection Commission of the Company and thelegal head of ADAMA China, and used to be a supervisor of ADAMA China. From2004 to 2017, he practiced law in Commerce & Finance Law Offices (“C&F”) and hadbeen a lawyer and partner of C&F. He had not worked in the controlling shareholder orthe actual controller of the Company before.As of the date of this Announcement, Mr. Guo Zhi does not directly or indirectly holdany of the Company’s shares. Mr. Guo Zhi has no relationship with any shareholdersholding more than 5% of the Company’s shares, the actual controllers, or other directors,supervisors and senior executives of the Company.
Mr. Guo Zhi has not been subject to any punishment imposed by the CSRC and theSZSE and does not fall under any of the circumstances stipulated in Article 3.2.2 ofGuidelines of Shenzhen Stock Exchange on Self-discipline Supervision of ListedCompanies No.1 - Standardized Operation of Main Board Listed Companies issued bythe SZSE. Mr. Guo Zhi is not a judgement debtor subject to enforcement. Mr. Guo Zhihas obtained the qualification certificate of Board Secretary issued by the SZSE andmeets all the qualifications set under the applicable laws and regulations.
4. Profile of Ms. Wang Zhujun
Ms. Wang Zhujun, born in 1984, with Chinese citizenship, obtained BA in English andMA in simultaneous translation respectively from Nanjing University and BeijingForeign Studies University. She joined ADAMA in 2014 and currently serves as theSecurities Affairs Representative and China Investor Relations Manager of ADAMALtd. From 2009 to 2014, she was employed by Foreign Economic Cooperation Office,Ministry of Environmental Protection, providing technical support to the Ministry inimplementing inter-governmental and multinational agreements and conventions onenvironmental protection.As of the date of this Announcement, Ms. Wang Zhujun does not directly or indirectlyhold any of the Company’s shares. Ms. Wang Zhujun has no relationship with anyshareholders holding more than 5% of the Company’s shares, the actual controllers, orother directors, supervisors and senior executives of the Company.Ms. Wang Zhujun has not been subject to any punishment imposed by the CSRC andthe SZSE. Ms. Wang Zhujun is not a judgement debtor subject to enforcement andmeets all the qualifications set under the applicable laws and regulations.