DRAFT RESOLUTIONS of Annual General Meeting of Shareholders of JSC “Nordeka” to be held on May 21, 2014

| Source: Nordeka Nordeka

DRAFT RESOLUTIONS

of Annual General Meeting of Shareholders

of joint stock company “Nordeka” to be held on May 21, 2014

 

  1. Approval of Annual report for the year 2013.
  1. 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”.
  2. 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”.
  3. 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.

 

  1. Election of auditor for the audit of Annual report for the year 2014 and determination of the remuneration for auditor.
  1. 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.
  2. 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.
  3. 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.

 

  1. Denomination of the nominal value of the shares to euro.
  1. 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).
  2. 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.
  3. To determine that the denomination should be carried out as of the June 10, 2014 (end of the day).

 

  1. 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).”

 

  1. 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)”.

 

  1. 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:

  1. __________________________, address: ___________________________________;
  2. __________________________, address: ___________________________________;
  3. __________________________, address: ___________________________________;
  4. __________________________, address: ___________________________________;
  5. __________________________, address: ___________________________________:
  6. __________________________, address: ___________________________________.

 

 

On behalf of the Management Board of joint stock company “Nordeka”

Chairman of the Management Board                                                                         S.Zabavņikovs