DRAFT RESOLUTIONS of extraordinary shareholders’ meeting of
JSC “RĪGAS FARMACEITISKĀ FABRIKA”
to be held on 3rd March, 2015
1. Denomination of the nominal value of the shares from lats to euro and amendments to the Articles of Association.
1) To carry out denomination of the shares of JSC “RĪGAS FARMACEITISKĀ FABRIKA” from lats to euro, by fixing that the share capital after the denomination is divided into 663 000 (six hundred sixty three thousand) shares with each share’s nominal value of EUR 1.40 (one euro and forty cents).
2) To fix that that the denomination calculation date of bearer shares of JSC “RĪGAS FARMACEITISKĀ FABRIKA” is 19th March, 2015 (end of the day).
3) To transfer the value (positive difference) arising as a result of denomination of the shares of JSC “RĪGAS FARMACEITISKĀ FABRIKA” from lats to euro in the amount of EUR 15 164,01 to the reserves of JSC “RĪGAS FARMACEITISKĀ FABRIKA”.
4) To approve the following amendments to the Articles of Association of JSC “RĪGAS FARMACEITISKĀ FABRIKA”, by expressing Clause 4.1., 4.2. and 10.6. of the Articles of Association in a new wording:
“4.1. Company’s share capital is EUR 928 200 (nine hundred twenty eight thousand two hundred euros).
4.2. Company’s share capital is formed by 663 000 (six hundred sixty three thousand) shares with voting rights and nominal value EUR 1,40 (one euro and forty cents). 507 000 Company’s shares are bearer shares and 156 000 Company’s shares are registered shares. All Company’s shares are dematerialized shares.
10.6. In order to decide matters of high significance, the Board must obtain an approval of the Council. The following shall be deemed as matters of high significance:
(1) acquisition of interest in other companies, increase and reduction of interest;
(2) acquisition and alienation of enterprise;
(3) acquisition of real estate, alienation or encumbrance with rights in rem;
(4) establishment or closure of affiliates and representative office;
(5) issuing of loans not related to the common commercial practice of the Company;
(6) issuing of credit to employees of the Company;
(7) commencement of new types of activity and suspension of the existing types of activity;
(8) determination of general principles of activity;
(9) determination of the dividend payment procedure;
(10) encumbrance of other assets of the Company;
(11) undertaking of guarantee, warranty and other off-balance liabilities;
(12) obtainment of credit from third persons.
In order to conclude agreements with total amount of the transaction exceeding EUR 70 000 (seventy thousand euro), the Board is required to acquire an approval from all members of the Council.”
2. Increase of the share capital and amendments to the Articles of Association.
1) To increase the share capital of JSC “RĪGAS FARMACEITISKĀ FABRIKA” by EUR 2 002 000 (two million two thousand euro) to EUR 2 930 200 (two million nine hundred thirty thousand two hundred euro), by issuing new 1 430 000 registered shares with nominal value EUR 1,40 (one euro and forty cents).
2) To approve the Regulation for Increase of the Share Capital of JSC “RĪGAS FARMACEITISKĀ FABRIKA” (in Appendix No.1).
3) To fix that the calculation for increase of the share capital of JSC “RĪGAS FARMACEITISKĀ FABRIKA” is 20th March, 2015.
4) To approve the following amendments to the Articles of Association of JSC “RĪGAS FARMACEITISKĀ FABRIKA”, by expressing Clause 4.1. and 4.2. of the Articles of Association in a new wording:
“4.1. Company’s share capital is EUR 2 930 200 (two million nine hundred thirty thousand two hundred euros).
4.2. Company’s share capital is formed by 2 093 000 (two million ninety three thousand) shares with voting rights and nominal value EUR 1,40 (one euro and forty cents). 507 000 Company’s shares are bearer shares and 1 586 000 Company’s shares are registered shares. All Company’s shares are dematerialized shares.”
JSC “RĪGAS FARMACEITISKĀ FABRIKA” Board
