Teksts
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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).
Voting results: decision is taken with the required majority
of votes.
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.
Voting results: decision is taken with the required majority
of votes.
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.
Voting results: decision is taken by dividing votes.
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.
Voting results: decision is taken with the required majority
of votes.
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.
Voting results: decision is taken with the required majority
of votes.
6. Approval of Annual reports for the year
2014.
To approve joint stock company’s “Latvijas balzams” annual
report(-s) for the year 2014.
Voting results: decision is taken with the required majority
of votes.
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.
Voting results: decision is taken with the required majority
of votes.
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”.
Voting results: decision is taken with the required majority
of votes.
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.
Voting results: decision is taken with the required majority
of votes.
Riga, May 21st, 2015
Joint stock company „Latvijas balzams”
Chairman of the Management Board
Guntis Āboltiņš Āboliņš
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