| Emitents | Reverta, AS (iepriekšējais nosaukums - Parex banka, AS) (097900BHBR0000064855) |
| Veids | Informācija par akcionāru sapulcēm |
| Valoda | EN |
| Statuss | Publicēts |
| Versija | |
| Datums | 2011-11-14 14:56:03 |
| Versijas komentārs | |
| Teksts |
Approved in the
meeting of the Management Board of JSC „Parex banka”
DRAFT RESOLUTIONS of Extra-Ordinary General Meeting of Shareholders of joint stock company „Parex banka” to be held on November 28, 2011
1. On share capital increase of JSC “Parex banka”: 1. To amend Paragraph 3.1 of Articles of Association of JSC „Parex banka”, approving its new wording as follows: “3.1. The Bank’s share capital is LVL 325,727,295 (Three hundred twenty-five million seven hundred twenty-seven thousand two hundred ninety-five lats), consisting of 325,727,295 (Three hundred twenty-five million seven hundred twenty-seven thousand two hundred ninety-five) shares with the nominal value of LVL 1 (one lat), consisting of the following categories of shares: 3.1.1. 265,583,439 (two hundred sixty-five million five hundred eighty-three thousand four hundred thirty-nine) registered shares with voting rights; 3.1.2. 60,143,856 (sixty million one hundred forty-three thousand eight hundred fifty-six) registered shares without voting rights.”
2. In case not all shares issued in JSC Parex banka 17th closed share issue are subscribed as provided by JSC “Parex banka” 17th closed share issue Regulations and according to JSC “Parex banka” 17th closed share issue Regulations share issue shall be deemed to have taken place in the amount of subscribed shares, to authorise JSC “Parex banka” Management Board to make and approve amendments to Clauses 3.1. and 3.1.1. of JSC “Parex banka” Articles of Association according to the results of JSC “Parex banka” 17th closed share issue.
3. On election of Audit Committee of JSC “Parex banka” 1. To elect Andris Riekstiņš, personal ID: 160160-12978, and Svetlana Koļesņikova, personal ID: 191258-12708, as the members of Audit Committee of JSC “Parex banka” for three years term of duties, determining beginning of the duties from 19 December, 2011. 2. To assign to the Chairman of the Supervisory Council of JSC “Parex banka” to conclude the agreement with newly elected members of Audit Committee.
Riga, November 14, 2011
The Management Board of JSC „Parex banka”
JSC Parex banka 17th closed share issue REGULATIONS
1. Purpose of the share issue. In order to ensure stability and efficiency of operations of JSC “Parex banka” (hereinafter – the Bank), compliance with the regulatory requirements, the Bank’s share capital is increased according Article 251 of Latvian Commercial Law by LVL 34,500,000 (Thirty four million five hundred thousand lats) by issuing 34,500,000 (Thirty four million five hundred thousand) registered shares with voting rights with the nominal value of LVL 1 (one lat) per share (hereinafter – New Shares).
2. Previous Bank’s share capital, categories of shares, their number and nominal value. 2.1. Existing share capital of the Bank is LVL 291 227 295 (two hundred ninety one million two hundred twenty seven thousand two hundred ninety-five lats), consisting of 291 227 295 (two hundred ninety one million two hundred twenty seven thousand two hundred ninety-five) shares (hereinafter – Existing shares) consisting of the following categories of shares: - 231,083,439 (two hundred thirty one million eighty-three thousand four hundred thirty-nine) registered shares with voting rights; - 60,143,856 (sixty millions one hundred fourty-three thousand eight hundred fifty-six) registered shares without voting rights. 2.2. The nominal value of one share of each category is LVL 1 (one lat). 2.3. All the previous share capital of the Bank has been paid up.
3. Increase of the Bank’s share capital. 3.1 It is envisaged to increase the Bank’ s share capital by LVL 34,500,000 (Thirty four million five hundred thousand lats). 3.2 The previous share capital of the Bank together with increase of the Bank’s share capital constitutes LVL 325,727,295 (three hundred twenty-seven million seven hundred twenty-seven thousand two hundred ninety-five lats).
4. Number of New Shares, category and other conditions. 4.1 It is envisaged to issue 34,500,000 (Thirty four million five hundred thousand) registered shares with voting rights, with respect to which no privileges have been set.
5. Nominal value New Shares, sale price and type of payment. 5.1 The nominal value of 1 (one) New Share is LVL 1 (one lat). 5.2 New Shares are sold at their nominal value. The share premium has not been set. 5.3 New Shares are paid up in cash.
6. Pre-emptive rights of the previous shareholders. 6.1 Previous shareholders (hereinafter – Previous Shareholders) shall have pre-emption rights to subscribe to New Shares, in proportion to nominal value of Existing shares owned by Previous Shareholder at the moment of closing of extra-ordinary shareholders meeting held on 28 November 2011 (hereinafter – Calculation Moment). 6.2. One Existing Share gives the right to subscribe to 0.118464162 (zero point one one eight four six four one six two) New Shares (hereinafter – Pre-emption Rights). 6.3. In case Previous Shareholder according to Pre-emption Rights is entitled to the number of New Shares not being an integer, the number of shares shall be rounded to an integer. Rounding is performed on the top, where the first decimal place is five or more. Rounding is performed down where the first decimal place is less than five.
7. Subscription for New Shares and the procedure of their paying-up. 7.1 The venue of the subscription for New Shares shall be regarded the address: Republikas laukums 2a, Riga, LV-1522. 7.2 Subscribing for New Shares shall be in two stages:
7.2.1. First subscription stage 7.2.1.1. Previous Shareholders shall be entitled to subscribe to New Shares in accordance with Pre-emption Rights. 7.2.1.2. The opening date of the subscription for New Shares shall be the date when Bank has sent to Previous Shareholders these Regulations and information notice (hereinafter – Notice) stating the exact number of New Shares Previous Shareholder is entitled to subscribe in accordance with Pre-emption Rights, and shall be closed after one month after opening. Exact dates of opening and closing of subscription shall be stated in Notice. 7.2.1.3. The subscription for New Share shall be performed by paying up New Share nominal value to the Bank’s account for paying up shares stated in Clause 9 of these Regulations (hereinafter – Account). New Share shall be deemed to be paid if on subscription closing date stated in Clause 7.2.1.2. of these Regulations the full amount of New Share nominal value has been received on the Account.
7.2.2. Second subscription stage 7.2.2.1. On the subscription second stage New Shares not subscribed by Previous Shareholders in the first stage (hereinafter – Remaining Shares) shall be offered for subscription. 7.2.2.2. Previous Shareholders subscribed for New Shares in accordance with Pre-emption Rights (hereinafter – Entitled Shareholders) shall be entitled to subscribe for Remaining Shares. 7.2.2.3. Each Entitled Shareholder is entitled to subscribe for desirable number of Remaining Shares. 7.2.2.4. Subscription for Remaining Shares shall be performed in terms and in accordance with procedure stated by Clauses 7.2.1.2. and 7.2.1.3. of these Regulations simultaneously with subscription for New Shares in accordance with Pre-Emption Rights. 7.2.2.5. In case after subscription closing date stated in Clause 7.2.1.2. of these Regulations Bank’s Management Board finds that number of Remaining Shares subscribed on the second subscription stage exceed total number of Remaining Shares, Remaining Shares shall be divided among Entitled Shareholders participated at the second stage of subscription in proportion to the nominal value of Existing Shares owned by the respective Entitled Shareholder against the total amount of nominal value of Existing Shares owned by all Entitled Shareholders participated in the second stage at Calculation Moment. 7.2.2.6. Nominal values of Remaining Shares paid by Entitled Shareholder for Remaining Shares to which respective Entitled Shareholder is not entitled in accordance with Clause 7.2.2.6. of these Regulations shall be repaid by the Bank to respective Entitled Shareholder to the bank account stated by Entitled Shareholder.
8. Result of New Shares issue 8.1. Within 3 business days after subscription closing date stated in Clause 7.2.1.2. of these Regulations Bank’s Management Board shall approve the results of New Shares issue by making respective entries un Bank’s shareholders registry. 8.2. Within 10 business days after results of New Shares issue are approved by Bank’s Management Board, Bank shall inform Previous Shareholders participated in New Shares Issue on the number of New Shares owned by respective Previous Shareholder by sending to Previous Shareholder a share certificate. 8.3. In case not all New Shares are subscribed on subscription closing date stated in Clause 7.2.1.2. of these Regulations, share issue shall be deemed to have taken place in the amount of subscribed New Shares. In such case Bank’s Management Board shall be entitled to make and approve amendments to Clauses 3.1. and 3.1.1. of Bank’s Articles of Association according to the results of New Shares issue.
9. Account for paying up shares purpose of payment: payment for [number] JSC „Parex banka” 17th closed issue shares
10. To shareholders attention When deciding on subscription for Bank’s shares of new issue, the Bank invites shareholders to evaluate risks related to investment in the Bank's share capital. Additional information: http://www.parex.lv/lv/investoriem/finansu-informacija · Commission Decision of 15.09.2010. on the State Aid C 26/2009:
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