Teksts
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Approved in the meetings of the Management Board of joint stock
company „Reverta”
on 23 & 29 April 2014 and 8 May 2014
and revised in the meetings of the Supervisory Council of joint
stock company „Reverta”
on 28 April 2014 and 13 May 2014
DRAFT RESOLUTIONS
of Ordinary General Meeting of Shareholders
of joint stock company „Reverta” to be held on May 30, 2014
I. On approval of Annual report of joint stock
company Reverta for the year 2013
To approve joint stock company Reverta Annual report for the year
2013 submitted by the Management Board of joint stock company
Reverta and revised by the Supervisory Board.
II. On report of the Audit Committee of joint
stock company Reverta for the year 2013
To approve the report of the Audit Committee of joint stock company
Reverta for the year 2013.
III. On election of chartered auditor of joint
stock company Reverta for the year 2014
1. To elect SIA „PricewaterhouseCoopers”,
registration No 40003142793, licence No.5 as chartered auditor of
AS Reverta to review Annual report of AS Reverta for the year 2014
and year 2015.
2. To authorise Management Board of AS Reverta to
conclude an agreement with SIA „PricewaterhouseCoopers” on review
of Annual report of AS Reverta for the year 2014 and year 2015, by
stating that amount of remuneration of chartered auditor shall be
coordinated with Supervisory Board of AS Reverta.”
IV. On election of Audit Committee of joint stock
company Reverta
1. To dismiss Andris Riekstiņš and Svetlana
Koļesņikova from the Audit Committee of AS Reverta as of 30 May
2014.
2. To elect Andris Riekstiņš and Svetlana
Koļesņikova members of the Audit Committee of AS Reverta for a
period of 3 (three) years as of 31 May 2014.
3. To delegate the Management Board of AS Reverta
to conclude an agreement with Andris Riekstiņš and Svetlana
Koļesņikova on performance of duties of members of the Audit
Committee.
V. On denomination of the share capital and
nominal value of shares of joint stock company Reverta into EUR
1. To perform the denomination of 311’027’295
(three hundred eleven million twenty-seven thousand two hundred
ninety-five) shares of joint stock company Reverta, nominal value
of each share being LVL 1.00 (one lat), from lats into euro, by
determining that after the denomination the share capital is split
into 4’425’519’666 (four billion four hundred twenty-five million
five hundred nineteen thousand six hundred sixty-six) shares,
nominal value of each share being EUR 0.10 (ten cents) and the
total value of the share capital – EUR 442’551‘966.60 (four hundred
forty-two million five hundred fifty-one thousand nine hundred
sixty-six euro and sixty cents).
2. The balance EUR 3.79 originating from the
denomination from lats into euro, which cannot be expressed in new
shares, is to be recorded in the reserves of joint stock company
Reverta.
VI. On amendments to the Articles of Association
of joint stock company Reverta
1. To amend article 3.1 of the Articles of
Association of joint stock company Reverta and read it as
follows:
“3.1 The share capital of the Company is EUR 442’551’966.60 (four
hundred forty-two million five hundred fifty-one thousand nine
hundred sixty-six euro and sixty cents) which consists of
4’425’519’666 (four billion four hundred twenty-five million five
hundred nineteen thousand six hundred sixty-six) shares, the
nominal value of each share being EUR 0.10 (ten euro cents),
representing following categories:
3.1.1 3’569’749’708 (three billion five hundred sixty-nine million
seven hundred forty-nine thousand seven hundred and eight)
registered shares with voting rights;
3.1.2 855’769’958 (eight hundred fifty-five million seven hundred
sixty-nine thousand nine hundred fifty-eight) registered shares
without voting rights.”
2. To authorise the Management Board of joint
stock company Reverta to take the actions required to read the
register of shareholders in the new wording due to the denomination
of the share capital and shares of joint stock company Reverta from
lats into euro by issuing new share certificates to the
shareholders.
3. To exclude article 3.4 form the Articles of
Association of joint stock company Reverta.
4. To authorise the Management Board of joint
stock company Reverta to take the actions required to convert the
dematerialized registered shares of joint stock company Reverta
into registered shares in paper form by the issue of share
certificates.
5. To amend article 6.3.3 of the Articles of
Association of joint stock company Reverta and read it as
follows:
“6.3.3 establishment of any mortgage, pledge or collateral of the
assets of the Company or its subsidiaries which exceed EUR
7.000.000 (seven million euro) or an equivalent amount in another
currency at the current applicable exchange rate determined by the
European Central Bank, except pledges to the Treasury of the
Republic of Latvia given in regard to the financing received from
the Treasury of the Republic of Latvia;”.
6. To establish that the existing decision on
amendments to the Articles of Association comes into force after
registration of the amendments described above in the Commercial
Register of the Register of Enterprises of the Republic of
Latvia.
For more information, contact:
Marita Ozoliņa
Head of Communication and Marketing Department
Tel.: 67779142 or 29287169
E-mail: marita.ozolina@reverta.lv
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