APPROVED
by resolution of the Management Board of JSC “Ditton pievadķēžu rūpnīca”
dated 20.03.2007 (Protocol No.3/2007)
by resolution of the Council of JSC “Ditton pievadķēžu rūpnīca”
dated 04.04.2007 (Protocol No.111)
DRAFT
Resolutions on issues of the agenda
of regular general meeting of shareholders
of JSC “Ditton pievadķēžu rupnīca” dated 27.04.2007
1. Approval of the annual report for year 2006.
Resolution:
The regular general meeting of shareholders of joint-stock company “Ditton
pievadķēžu rūpnīca” (27.04.2007) considered and takes notice of Report of the
Council and Management Board on results of work for 2006, report of the auditor
SIA „„Invest-Rīga” Daugavpils” and approves the annual report of JSC “Ditton
pievadķēžu rūpnīca” for year 2006 (enclosed).
2. Profit distribution of year 2006.
Resolution:
To use net profit of JSC „Ditton pievadķēžu rūpnīca” of year 2006 in the amount
106 879 Ls in the following way:
2.1. To direct the part of net profit in the amount of 11 100 Ls or 10,39%,
which is 0,0015 Ls for one share, on payment of dividends, setting dividend
record date on 18.05.2006 and dividend payment day on 29.05.2007.
The payment of dividends to the shareholders of the company shall be effected in
compliance with the Latvian Central Depositary rules.
2.2. To leave the sum in the amount of 95 779 Ls or 89,61% of net profit of JSC
„Ditton pievadķēžu rūpnīca” unshared and to direct it on development of the
company.
3. Election of the jury auditor of the Company.
Resolution:
3.1. Taking into account effective cooperation with auditing company SIA
””Invest-Rīga” Daugavpils” (registration No. 40003227526, legal address: Raina
Street 28, Daugavpils, LV-5403), its written consent to be elected as auditor,
Clause 176 of Commercial Law, Clause 62 of the Law on Annual Reports of
Enterprises, to elect SIA ””Invest-Rīga” Daugavpils”, reg.No.40003227526, legal
address: Raina Street 28, Daugavpils, LV-5403, as auditor of the company.
3.2. To determine term of powers of auditor till cancellation of this resolution
or withdrawal of powers on the base of written statement of the auditor
providing that it will be submitted not later that 6 months before the end of
financial year.
3.3. To charge the Management Board to conclude a written contract with elected
auditor.
4. Amendments to the Articles of the Company.
Resolution:
4.1. Taking into account changes in legislative acts of Republic of Latvia,
approve proper amendments to the Articles of the company proposed by the
Management Board.
4.2. To approve the Articles of the company in new wording with accepted
amendments.
4.3. To determine that amendments to the Articles of JSC „Ditton pievadķēžu
rūpnīca”, which are mentioned in the items 4.1 and 4.2 of the current
resolution, come into force from the moment of their registration in the
Commercial register of Register of Enterprises of Republic of Latvia.
4.4. To charge the Management Board with notifying the Register of Enterprises
of Republic of Latvia about the redrafted Articles and amendments accepted to
it. To charge the Management Board to ensure all formalities for execution of
the current resolution of general meeting of shareholders in connection with
registration of amendments to the Articles of JSC „Ditton pievadķēžu rūpnīca” in
the Commercial Register Office of Republic of Latvia.
If Commercial Register Office of Republic of Latvia refuses or postpones
registration of amendments of the Articles of the company due to well-grounded
reasons, to charge Council of the company as a representative body of the
shareholders' interests:
4.4.1. to eliminate by its resolution the reasons of refusal, which shall be
mentioned in the resolution of public notary of Commercial Register Office of
Republic of Latvia, if they are connected with the adjustment of the documents
according to legal regulations of Republic of Latvia, with the elimination of
errors, misprints, formalities of documents' execution and which do not change
the scope of shareholders' rights and obligations, which are determined by this
resolution of general meeting;
4.4.2. to convene and to held the extraordinary general meeting of shareholders
within thirty days if the elimination of objections concerning the registration
of amendments in Articles of JSC „Ditton pievadķēžu rūpnīca” in Commercial
Register Office of Republic of Latvia are beyond the above mentioned
authorities, which are granted to the Council of the company by the resolution
of this general meeting.
5. Notice about Corporate Governance Principles and Recommendations on their
Implementation issued by Riga Stock Exchange.
Resolution:
5.1. Take notice of Corporate Governance Principles and Recommendations on their
Implementation issued by Riga Stock Exchange.
Chairman of the Management Board (signature) E.Zavadskis
Deputy Chairman of the Management Board (signature) P.Dorofejevs
Members of the Management Board
(signature) N.Redzoba
(signature) J.Kostromins
(signature) R.Bruzevics
DRAFT RESOLUTIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF JSC "DITTON PIEVADKEZU RUPNICA"
| Source: Ditton pievadķēžu rūpnīca