Riga, 2015-05-21 15:29 CEST (GLOBE NEWSWIRE) --
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
Dana Hasana
Head of Communications
dana.hasana@lb.lv
263 55895
