DRAFT RESOLUTIONS of OGM of Shareholders of JSC „Reverta” to be held on May 30, 2014

Approved in the meetings of the Management Board of joint stock company „Reverta”
on 23 & 29 April 2014 and 8 May 2014
and revised in the meetings of the Supervisory Council of joint stock company „Reverta”
on 28 April 2014 and 13 May 2014

DRAFT RESOLUTIONS
of Ordinary General Meeting of Shareholders
of joint stock company „Reverta” to be held on May 30, 2014

I.    On approval of Annual report of joint stock company Reverta for the year 2013
To approve joint stock company Reverta Annual report for the year 2013 submitted by the Management Board of joint stock company Reverta and revised by the Supervisory Board.
II.    On report of the Audit Committee of joint stock company Reverta for the year 2013
To approve the report of the Audit Committee of joint stock company Reverta for the year 2013.
III.    On election of chartered auditor of joint stock company Reverta for the year 2014
1.    To elect SIA „PricewaterhouseCoopers”, registration No 40003142793, licence No.5 as chartered auditor of AS Reverta to review Annual report of AS Reverta for the year 2014 and year 2015.
2.    To authorise Management Board of AS Reverta to conclude an agreement with SIA „PricewaterhouseCoopers” on review of Annual report of AS Reverta for the year 2014 and year 2015, by stating that amount of remuneration of chartered auditor shall be coordinated with Supervisory Board of AS Reverta.”
IV.    On election of Audit Committee of joint stock company Reverta
1.    To dismiss Andris Riekstiņš and Svetlana Koļesņikova from the Audit Committee of AS Reverta as of 30 May 2014.
2.    To elect Andris Riekstiņš and Svetlana Koļesņikova members of the Audit Committee of AS Reverta for a period of 3 (three) years as of 31 May 2014.
3.    To delegate the Management Board of AS Reverta to conclude an agreement with Andris Riekstiņš and Svetlana Koļesņikova on performance of duties of members of the Audit Committee.
V.    On denomination of the share capital and nominal value of shares of joint stock company Reverta into EUR
1.    To perform the denomination of 311’027’295 (three hundred eleven million twenty-seven thousand two hundred ninety-five) shares of joint stock company Reverta, nominal value of each share being LVL 1.00 (one lat), from lats into euro, by determining that after the denomination the share capital is split into 4’425’519’666 (four billion four hundred twenty-five million five hundred nineteen thousand six hundred sixty-six) shares, nominal value of each share being EUR 0.10 (ten cents) and the total value of the share capital – EUR 442’551‘966.60 (four hundred forty-two million five hundred fifty-one thousand nine hundred sixty-six euro and sixty cents).
2.    The balance EUR 3.79 originating from the denomination from lats into euro, which cannot be expressed in new shares, is to be recorded in the reserves of joint stock company Reverta.
VI.    On amendments to the Articles of Association of joint stock company Reverta
1.    To amend article 3.1 of the Articles of Association of joint stock company Reverta and read it as follows:
“3.1 The share capital of the Company is EUR 442’551’966.60 (four hundred forty-two million five hundred fifty-one thousand nine hundred sixty-six euro and sixty cents) which consists of 4’425’519’666 (four billion four hundred twenty-five million five hundred nineteen thousand six hundred sixty-six) shares, the nominal value of each share being EUR 0.10 (ten euro cents), representing following categories:
3.1.1 3’569’749’708 (three billion five hundred sixty-nine million seven hundred forty-nine thousand seven hundred and eight) registered shares with voting rights;
3.1.2 855’769’958 (eight hundred fifty-five million seven hundred sixty-nine thousand nine hundred fifty-eight) registered shares without voting rights.”
2.    To authorise the Management Board of joint stock company Reverta to take the actions required to read the register of shareholders in the new wording due to the denomination of the share capital and shares of joint stock company Reverta from lats into euro by issuing new share certificates to the shareholders.
3.    To exclude article 3.4 form the Articles of Association of joint stock company Reverta.
4.    To authorise the Management Board of joint stock company Reverta to take the actions required to convert the dematerialized registered shares of joint stock company Reverta into registered shares in paper form by the issue of share certificates.
5.    To amend article 6.3.3 of the Articles of Association of joint stock company Reverta and read it as follows:
“6.3.3 establishment of any mortgage, pledge or collateral of the assets of the Company or its subsidiaries which exceed EUR 7.000.000 (seven million euro) or an equivalent amount in another currency at the current applicable exchange rate determined by the European Central Bank, except pledges to the Treasury of the Republic of Latvia given in regard to the financing received from the Treasury of the Republic of Latvia;”.
6.    To establish that the existing decision on amendments to the Articles of Association comes into force after registration of the amendments described above in the Commercial Register of the Register of Enterprises of the Republic of Latvia.


For more information, contact:
Marita Ozoliņa
Head of Communication and Marketing Department
Tel.: 67779142 or 29287169
E-mail: marita.ozolina@reverta.lv