JSC “Olainfarm” Statutes new edition

31/07/2006












Approved by


Decision of Annual Shareholders meeting

On July 31st, 2006

Protocol No.1/2006

 


Joint Stock Company

„OLAINFARM”

S T A T U T E S

(new edition)


 

 

1. Firm

Company’s firm is joint stock company „Olainfarm”, hereinafter called “Company”.

2. Fixed capital of the Company

2.1. Fixed capital of the Company is 13 209 055 LVL (thirteen millions two hundred nine thousands fifty five lats). Fixed capital of the Company consists of 13 209 055 (thirteen millions two hundred nine thousands fifty five) shares. Nominal value of one share is LVL 1,- (one lat).

2.2. 2 994 900 (two millions nine hundred ninety four thousand nine hundred) of Company’s shares are bearer shares and are in public circulation.

2.3. 10 214 155 (ten millions two hundred fourteen thousands one hundred fifty five) of Company’s shares are registered shares.

2.4. All shares provide equal rights to receive dividends, liquidation quota and to vote on shareholders meeting.

2.5. All shares are dematerialized.

3. Management Board

Company’s Management Board consists of seven members of the Management Board. members of the Management Board are appointed 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 members of the Management Board have the right to represent the Company only jointly.

4. Council

Company’s Council consists of five members of the Council.

5. Other terms

            5.1. When managing emission the Company may foresee in the terms of amplification of fixed capital that in case of failing to cover the full price of shares shareholder receives only number of shares proportionate to the paid sum.

5.2. The shareholder my request the Company to convert his/her own registered shares into bearer shares, by submitting a written application to the Management Board of the Company, where the following information is indicated: first name and surname of the shareholder, identity code and postal address; the total number of the shares owned by the shareholder; number of registered shares owned by the shareholder, which it is requested to convert to the bearer shares; request to decide on release for free circulation of the converted shares.

5.3. The Management Board summarizes applications for conversion of shares and release for free circulation of the converted shares and includes the corresponding questions into the agenda of the nearest shareholders meeting. If the Management Board receives the applications for conversion of shares from the shareholders who in total represent at least one twentieth of the Company’s fixed capital, the Management Board within two weeks has to announce the convocation of the extraordinary shareholders meeting in the order prescribed by the existing normative acts in force. The shareholders’ meeting examines all the shares conversion application submitted before the date of and during the shareholders meeting.

5.4. Along with taking decision on the conversion of registered shares into bearer shares the shareholders meeting decides on release for free circulation of the converted shares and inclusion into regulated market as well as makes according amendments to the Statutes of the Company.

5.5. Within one month from the shareholders meeting decision on conversion of shares and inclusion into regulated market, the Management Board prepares and submits to the corresponding institutions and authorities all the documents necessary for registration of the new edition of Statutes, enforcement of the conversion of shares, as well as inclusion of the converted shares into regulated market..

5.6. Converted shares are crossed out from the Company’s register of registered shares with the day when they are accounted in the Latvian Central Depositary.

 

Olaine, July 31st, 2006.

 

 

 

__________________________

Valзrijs Maligins

JSC „Olainfarm”

Chairman of the Management Board