Decisions taken at JSC “Olainfarm” Annual shareholders meeting.
The following decisions have been taken at JSC “Olainfarm” Annual shareholders meeting held on April 13th, 2007:
1. Accept to the knowledge report of the Management Board concerning results of activities in year 2006.
2. Approve the JSC “Olainfarm” audited Annual Report of year 2006.
3. Approve the audited Consolidated Annual Report of year 2006.
4. Direct part of JSC “Olainfarm” profit of year 2006 in amount of Ls 814 275 (1 158 609 euro) to cover the uncovered losses of the previous years and reinvest remaining part of profit of year 2006 in amount of Ls 171 409 (243 893 euro) into developement of JSC „Olainfarm”.
5. Elect SIA „Ernst & Young Baltic” to be the certified auditor of joint stock company „Olainfarm” for year 2007 (License No. 17, unified registration No.40003593454).
6. Accept to the knowledge report of the Management Board concerning budget and activity plan of JSC “Olainfarm” for year 2007 which presupposes that turnover of JSC “Olainfarm” in 2007 will reach 20,5 mln. Ls (29,2 mln. euro), but profit of JSC “Olainfarm” will amount to 1,68 mln. Ls (2,39 mln. euro).
7.1. increase fixed capital of JSC „Olainfarm” by issuing 4#ins_quot2#000#ins_quot2#000 (four millions) bearer’s dematerialised shares with unlimited voting rights and nominal value of LVL 1.00 (one lat) each.
7.2. determine that fixed capital of JSC „Olainfarm” after payment for emission of shares is effected and after registration in the Commercial register will be LVL 17’209’055 (seventeen millions two hundred and nine thousand fifty five lats), which will consist of LVL 17’209’055 (seventeen millions two hundred and nine thousand fifty five) shares.
7.3. determine that JSC „Olainfarm” shares of new emission and priority rights of existing shareholders for purchase of shares of new emission according to the Law on the Financial Instruments Market is offered by the public offer in Latvia (hereinafter “Public offer”) and by the offer to qualified investors to limited number of countries abroad (hereinafter “Institutional offer”).
7.4. entrust JSC „Olainfarm” Management Board to clarify the full list of the Company’s shareholders as on April 26th, 2007, in order to determine shareholders who have the priority right to sign up for shares of new emission.
7.5. determine that organization of Public offer and Institutional offer and obligation of disposition of shares is entrusted to joint stock company “Parex banka”, legal adress: Smilsu iela 3, LV-1522, Riga, Latvia, registration No. 40003074590 (hereinafter “Dispositioner”), and authorise the management board to sign the agreement on shares’ disposition mandate with the Dispositioner.
7.6. authorise Management Board of JSC „Olainfarm” to develope and approve the Company’s shares’ issue prospectus and prospectus of inclusion of the Company’s shares into regulated market, as well as prepare information memorandum in English concerning Company’s Institutional Offer, and submit prospectus for registration in the Finansial and capital market commission of Republic of Latvia, calculate and approve sale price of shares of new issue in its defined limits according to rules of increase of fixed capital, conclude agreement with JSC “Riga Stock Exchange” and JSC “Latvian Central depositary” concerning registration of new issue of shares and inclusion into regulated market.
7.7.aurorise Management Board of JSC „Olainfarm” to decide on results of signing to shares of new issue and decide on conclusion of issue, partial conclusion or its cancelation until the moment when increase of fixed capital is registered in the Commercial register.
8.1. approve rules of increase of fixed capital.
8.2. authorise chairperson of the Management Board of JSC „Olainfarm” to sign rules on increase of fixed capital.
8.3. determine that in case any of articles of rules of increase of fixed capital become unrealizable or is in controversy with applicable normative act or requirements of rules of the Financial and capital market comission, the Management Board of JSC „Olainfarm” has the right to adjust these terms in order to keep them in force, approving it with the Council of JSC „Olainfarm” before decision of the Management Board comes into force.
9. Convert 10 214 155 registered shares of JSC „Olainfarm” into bearer’s shares.
10.1. Issue converted 10 214 155 shares of JSC „Olainfarm” into public circulation and include them into regulated market at Riga Stock Exchange.
10.2. Authorise Management Board to conclude agreement with JSC “Riga Stock Exchange” and JSC “Latvian Central depositary” concerning registration of conversion of shares and inclusion of converted shres into regulated market, as well as prepare all other necessary documents and carry out all activities necessary for fulfillment of the corresponding decision.
11.1. make the follofwing changes in the Statutes of JSC „Olainfarm”:
11.1.1. Express article 2.1. of the Statutes as follows: „Fixed capital of the Company is 17 209 055 LVL (seventeen millions two hundred nine thousands fifty five lats). Fixed capital of the Company consists of 17 209 055 (seventeen millions two hundred nine thousands fifty five lats) shares. Nominal value of one share is LVL 1,- (one lat).”
11.1.2. Express article 2.2. of the Statutes as follows: „All shares of the Company are bearers’ shares and are in public circulation.”
11.1.3. Exclude article 2.3. from the text of the Statutes and change numeration of articles 2.4. and 2.5. to 2.3. and 2.4. corrispondingly.
11.1.4. Express article 3. of the Statutes as follows: „Company’s Management Board consists of five members of the Management Board. Members of the Management Board are elected by the Council. From among the members of the Management Board a Chairperson of the Management Board and Deputy Chairperson of the Management Board are appointed by the Council. Chairperson of the Management Board and Deputy Chairperson of the Management Board have unlimited rights to represent the Company separately. Remaining three members of the Management Board have the right to represent the Company only jointly.”
11.1.5. Exclude articles 5.2., 5.3., 5.4., 5.5. and 5.6. from the text of the Statutes.
11.2. Approve new edition of Statutes.
11.3. Determine that changes in Statutes and new edition of Statutes come into force in the day of their registration in Commercial register institution of the Enterprise register of the Republic of Latvia.
12.1. Release Guntis Belēvičs from the position of the member of Council of JSC „Olainfarm”.
12.2. Elect the Council of JSC “Olainfarm” for the following three years term, authorization term of the Council starting on April 13th, 2007, as follows:
1. Juris Savickis
2. Ivars Kalviņš
3. Elena Dudko
4. Tatjana Lukina
5. Rolands Klincis
12.3. Establish the total monthly remuneration of the Council members in amount of Ls 13 400.
Today the auditors’ report and audited JSC „Olainfarm” and Holding’s annual reports for year 2006 have been received, which are published along with the present news.
Olaine, April 13th, 2007.
Information prepared by
Head of Legal Department
Tālr. 7013870, 29582367