Teksts
|
Resolutions to the Annual Shareholders’ Meeting
of the JSC ‘Siguldas ciltslietu un mākslīgās apsēklošanas
stacija’ on 24 April 2015
1. To approve the reports of the Company’s Management Board and
the Supervisory Board on the Annual Report for the Year 2014.
2. To approve the Annual Report for the Year 2014.
3. To pay as dividends 50 692.80 EUR from the retained
earnings of 711 538.59 EUR carried forward from previous
years, which is 0.12 EUR per share. To retain the earnings of the
reporting year 155 915.80 EUR. To set 15 May 2015 as the
dividend calculation date and 20 May 2015 as the dividend payment
date.
4. To release from accountability the members of the Management
Board, the Supervisory Board and the auditor for the action in the
year of account (2014) and to abjure from bringing up any claims
against them.
5. To elect certified auditor Vija Dzene (certificate No. 108, V.
Dzenes Audits Ltd, license No. 120) as the auditor. To confirm the
remuneration of 1 600.00 EUR for the auditor for the audit of the
Annual Report for the Year 2015, applicable to VAT under the
effective legislation.
6. To re-elect the Audit Committee for a three-year term consisting
of members as follows: Ineta Bērziņa, Maruta Niedrīte and Edīte
Rekēviča. To confirm the remuneration for each member of the Audit
Committee 15.00 EUR per actual work-hour.
7. Regarding amendments to the Articles of Association and
denomination of the share capital from lats into euro:
7.1. To approve the Articles of Association of new edition:
7.1.1. To make amendments to paragraph 4 as follows:
“The share capital of the
Company is 591 416.00 EUR. The share capital of the Company
consists of 422 440 shares. The nominal value of one share is
1.40 EUR.
421 440 shares are bearer
shares that give equal rights to receive a dividend, liquidation
quota and voting rights in a shareholders’ meeting. 1 000
shares are personnel registered shares that may be obtained only by
the members of the Management Board, and they provide equal rights
limited to receiving of dividends and liquidation quotas.
All shares are
dematerialized.”
7.1.2. To denominate the amount of money in paragraph 6 of the
Articles of Association and to make corrections to paragraph 6 as
stated below:
“The Supervisory Board
is a supervisory institution of the Company which represents the
interests of the shareholders in-between the meetings and
supervises the actions of the Management Board within the limits of
the mandate laid out in the Articles of Association. The
Supervisory Board consists of five members of the Supervisory Board
who from among themselves elect a Chairman of the Supervisory Board
and his deputy.
For decision making on
significant issues the Management Board needs the Supervisory
Board’s consent. By significant issues are to be understood:
1) obtaining partnership in other companies, expanding or
diminution of it;
2) obtaining or dispossessing of an enterprise;
3) obtaining, dispossessing or encumbering of real estate with
rights in things;
4) opening or closing of affiliates or representative offices;
5) conclusion of deals which exceed 70 000 EUR or the amounts
specified in the Supervisory Board’s resolutions;
6) providing of loans which are not related to the Company’s usual
business activities;
7) providing of credits to the employees of the Company;
8) undertaking of new types of activities and termination of the
exiting types of activities;
9) defining of general principles of conduct.”
7.2. To denominate Company’s shares from lats into euro, while
determining that the share capital after the denomination is to be
retained – 422 440 shares of nominal value 1.40 EUR each.
7.3. To determine that the date of the denomination (calculation
date) of the Company’s shares is the 15th working day after the
approval of the new edition of the Articles of Association with the
Commercial Registry of the Registry of Enterprises of the Republic
of Latvia.
7.4. To make the appropriation of 9 661.97 EUR, which is the
difference of the share value resulting from the denomination of
the Company’s shares from lats into euro, as follows:
7.4.1. to pay to Company’s shareholders 0.02 EUR per each share;
the total amount to be paid to shareholders – 8 448.80
EUR;
7.4.2. to assign to Company’s reserves 1 213.17 EUR.
All resolutions approved with the required majority of votes.
The Management Board of the Joint Stock Company ‘Siguldas
ciltslietu un mākslīgās apsēklošanas stacija’
Valda Mālniece
Manager of the Financial and Accounting department, member of the
Management Board
E-mail: valda.malniece@sigmas.lv
|