Emitents | Amber Latvijas balzams, AS (097900BGLZ0000056644) |
Veids | Informācija par akcionāru sapulcēm |
Valoda | EN |
Statuss | Publicēts |
Versija | |
Datums | 2015-05-06 16:32:15 |
Versijas komentārs | |
Teksts |
DRAFT DECISIONS
of the Extraordinary
Meeting of Shareholders
of joint stock company “Latvijas balzams” to be held on 21 May
2015
(including candidates of members of Supervisory Board proposed by
shareholder SIA “AMBER BEVERAGE GROUP”)
1.
Denomination
of the nominal value of the shares from Latvian lats to euro.
1)
To
perform denomination of the joint stock company’s “Latvijas
balzams” 7
496 900 (seven million four hundred ninety six thousand
nine hundred) shares with nominal value of the each share 1,- LVL
(one Latvian lat) from Latvian lats to euro, determining that after
the denomination the share capital consists of 7
496 900 (seven million four hundred ninety six thousand
nine hundred) shares with nominal value of the each share
1,40 EUR (one euro forty cents) with total value of the share
capital 10 495 660,- EUR (ten million four hundred ninety
five thousand six hundred sixty euro 00
cents).
2)
The
positive difference arising from the joint stock company’s
“Latvijas balzams” shares denomination from Latvian lats to euro in
the amount of 171 467,68 EUR (one hundred seventy one thousand
four hundred sixty seven euro and sixty eight cents) to transfer
into the joint stock company’s “Latvijas balzams”
reserves.
3)
To
determine that the denomination should be carried out as of the
June 15, 2015 (end of the day).
2.
Amendments to the Articles of
Association.
1)
To express Clause 1 of the Articles of Association in new
wording:
“(1)
The firm name of a Joint Stock Company: the Joint Stock Company
"Latvijas balzams" (hereinafter referred to as the
''Company").”
2)
To exclude Clause 4 of the Articles of
Association;
3)
To express Clause 9 of the Articles of Association in new
wording:
“(9) The
Company’s share capital is
10 495 660 EUR (ten million four hundred ninety five
thousand six hundred sixty euro 00 cents)”.
4)
To express Clause 13 of the Articles of Association in new
wording:
“(13)
Nominal value of each share is 1,40 EUR (one euro forty
cents)”.
5)
To
express Clause 21 of the Articles of Association in new
wording:
“(21)
The Supervisory Board shall consist of 5 (five) members of the
Supervisory Board and shall be elected for the period of five
years. Members of the Supervisory Board shall elect the chairman of
the Supervisory Board and one or more deputies of the chairman of
the Supervisory Board from among themselves.”
6)
To
express Clause 23 of the Articles of Association in new
wording:
“(23) The Supervisory Board shall not be entitled to make the
decision in fields, which are in the competence of the Board of
Directors. Nevertheless, the Board of Directors needs an agreement
of the Supervisory Board for the decision of the following
complicated issues listed below:
1) to acquire participation in other companies, its reduction or
increase;
2) acquisition or alienation of an
enterprise;
3) opening or closing of the branches or
subsidiaries;
4) initiation of new forms of activity or the termination of
current forms;
5) definition of the general principles of
activity;
6) confirmation of the budget for annual accounting
year;
7) concluding of such transactions as exceed the amount of EUR 4
000 000 (four million euro).”
7)
To
express Clause 24 of the Articles of Association in new
wording:
“(24) The Board of Directors is an executive body of the Company
and consists of 4 (four) members of the Board of
Directors.”
8)
To
express Clause 25 of the Articles of Association in new
wording:
“(25)
The Supervisory Board shall elect the members of the Board of
Directors for the period of five years. The chairman and the deputy
chairman of the Board of Directors shall be elected by the
Supervisory Board from among the members of the Board of
Directors.”
9)
To
express Clause 26 of the Articles of Association in new
wording:
“(26)
All members of the Board of Directors have representation rights.
The chairman has the right to represent the Company solely, each
from the other members of the Board of Directors has the right to
represent the Company only together with one other member of the
Board of Directors.”
10)
To
express Clause 28 of the Articles of Association in new
wording:
“(28) The chairman of the Board of Directors shall manage the
activity of the Board of Directors, but in his (her) absence or by
request of the chairman of the Board of Directors shall be managed
by his appointed member of the Board of
Directors.”
11)
To approve new edition of the Articles of
Association.
3.
Elections of the Supervisory Board.
To elect for the office of the member of joint stock company
„Latvijas balzams” Council (Supervisory Board) for the term of 5
(five) years, starting on 21 May 2015:
1)
Petr Aven;
2)
Aigars Kalvītis;
3)
Sergejs Ļimarenko;
4)
Oļegs Alainis;
5)
Valizhan Abidov.
4.
Reorganisation of joint stock company “Latvijas balzams” by the way
of merger with limited liability company “Daugavgrivas
7”.
To approve
the reorganisation of joint stock company “Latvijas balzams”
by way of merger (joining of limited liability company
“Daugavgrivas 7” as the acquired company to joint stock company
“Latvijas balzams” as the acquiring company) and the
draft of the Reorganisation Agreement.
5. Reports of the
Management Board, the Council, the Audit Committee and statement of
the sworn auditor.
To get acquainted with the
reports of the Management Board, the Council and the Audit
Committee of joint stock company “Latvijas balzams” and the
statement of the sworn auditor.
6.
Approval of Annual reports for the year 2014.
To approve joint stock company’s “Latvijas balzams” annual
report(-s) for the year 2014.
7. Distribution of
profit for the year 2014.
To leave the net profit of joint stock company “Latvijas balzams”
in the amount of 7 962 408
EUR
(seven million nine hundred sixty two thousand four hundred and
eight euro)
undistributed and to dispose it for the maintenance of joint stock
company “Latvijas balzams” competitiveness during the crisis and
for the constitution of reserves.
8.
Election
of sworn auditor for the audit of Annual reports for the year 2015
and determination of the remuneration for the sworn
auditor.
1)
To
elect audit company - limited liability company
“PricewaterhouseCoopers”
(reg.No 40003142793, legal address: Kr.Valdemāra street 21-21,
Riga, LV-1010) as the sworn auditor for the audit of annual reports
of joint stock company “Latvijas balzams” for the year
2015.
2)
To
determine 24 000 EUR (twenty four thousand euro), VAT not
included, as the remuneration for the sworn auditor for the audit
of annual reports for the year 2015.
3)
To assign the Management Board of joint stock company “Latvijas
balzams” to conclude the agreement with the elected sworn auditor
for the audit of annual reports for the year 2015 of joint stock
company “Latvijas balzams”.
9.
Election of the Audit Committee
and determination of the remuneration for the Audit
Committee.
1)
To elect for the office of the member of joint stock company
“Latvijas balzams” Audit Committee for three years term, starting
on 21 May 2015:
1.
Anita Zīle;
2.
Aleksandrs Jerņevs;
3.
Velta Zelča.
2) To
determine
9 000
EUR (nine thousand euro) before withholding of taxes as the annual
remuneration for the members of the Audit Committee and to
authorize the chairman of the Audit Committee to determine the
distribution of the remuneration among the members of the Audit
Committee.
Riga, May 6, 2015
Joint stock company „Latvijas balzams”
Chairman of the Management Board
Guntis Āboltiņš Āboliņš |
Pielikumi |
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