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DRAFT
RESOLUTIONS
of Annual General
Meeting of Shareholders
of joint stock
company “Nordeka” to be held on May 21,
2014
- Approval of Annual
report for the year 2013.
- To take notice of
the report of the Management Board, the report of the Supervisory
Council and Independent auditor’s report of joint stock company
“Nordeka”.
- To approve the
Annual Report for the year 2013 prepared by the Management Board of
joint stock company “Nordeka” and revised by the Supervisory
Council of joint stock company “Nordeka”.
- The loss of joint
stock company “Nordeka” for the year 2013 in the amount
of 468 873
LVL cover with
undistributed profit from previous years in the amount of
29 247 LVL and from the next period profit in the amount of
439 626 LVL.
2. Election of auditor for the audit of Annual report for the year
2014 and determination of the remuneration for
auditor.
- To elect audit
company limited liability company “Deloitte Audits Latvia”
(commercial company licence No. 43) as auditor of the Annual Report
of joint stock company “Nordeka” for the year
2014.
- To determine that
the remuneration of the auditor for the audit of Annual Report is
within the budget of joint stock company “Nordeka” for the year
2014 and not exceeding the amount of the previous
year.
- To assign the
Management Board of joint stock company “Nordeka” to sign the
contract with the elected auditor for audit of the Annual Report of
joint stock company “Nordeka” for the year 2014.
3. Denomination of the nominal value of the shares to
euro.
- To perform
denomination of the Company’s 1 906 588 (one million nine
hundred six thousand five hundred eighty eight) 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 1 906 588 (one million nine hundred six
thousand five hundred eighty eight) shares with nominal value of
the each share 1,40 EUR (one euro forty cents) with total value of
the share capital 2 669 223,20 EUR (two million six
hundred sixty nine thousand two hundred twenty three euro twenty
cents).
- The positive
difference arising from the Company’s shares denomination from
Latvian lats to euro in the amount of 43 607,12 EUR (forty
three thousand six hundred seven euro and twelve cents) to transfer
into the Company’s reserves.
- To determine that
the denomination should be carried out as of the June 10, 2014 (end
of the day).
4. Amendments to the Articles of
Association.
1. To express the
Clause 2.1. of the Articles of the Association in the new
wording:
“2.1. The
share capital of the Company is 2 669 223,20
EUR (two million six hundred sixty nine thousand two hundred twenty
three euro twenty cents). The Company’s share capital consists of
1 906 588 (one million nine hundred six thousand five
hundred eighty eight) shares. The nominal value of one share is
1,40 EUR (one euro forty cents).”
2. To
supplement the Clause 4.3. of the Articles of the Association with
the following subclauses:
“10)
long-term Company’s development strategy and investment
programmes;
11)
provision of the guarantees and other type of security for the
execution of liabilities;
12)
conclusion of the loan agreements, where the Company is the
borrower;
13) disposal
and/or acquisition of the trademarks and other intellectual
property;
14)
provision of the exclusivity rights for the deals with the
Company;
15) for
sponsorship and donations for which the amount exceeds EUR 2850
(two thousand eight hundred fifty euro)”.
5. Election of the Supervisory Council.
To elect in the
positions of the members of the Supervisory Council of joint stock
company „Nordeka” for ___ years, determining the beginning of the
duties of the Supervisory Council as of the May 21,
2014:
- __________________________,
address: ___________________________________;
- __________________________,
address: ___________________________________;
- __________________________,
address: ___________________________________;
- __________________________,
address: ___________________________________;
- __________________________,
address: ___________________________________:
- __________________________,
address: ___________________________________.
On behalf of the
Management Board of joint stock company “Nordeka”
Chairman of the
Management
Board
S.Zabavņikovs
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