Latvijas Kuģniecība
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RESOLUTIONS  of extraordinary shareholders’ meeting of  joint stock company “LATVIJAS KUĢNIECĪBA”  held on October 26, 2017

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RESOLUTIONS  of extraordinary shareholders’ meeting of  joint stock company “LATVIJAS KUĢNIECĪBA”  held on October 26, 2017

october 26, 2017 / News

1. Increase of the share capital.

1) To increase the share capital of joint stock company “LATVIJAS KUĢNIECĪBA” (“Company”) by EUR 120’000’000 (one hundred twenty million euro), by issuing 400 000 000 (four hundred million) new B category registered shares in paper form with nominal value of each share EUR 0.30 (thirty cents). After the increase of the share capital of the Company, the share capital of the Company shall amount to EUR 180 000 000 (one hundred eighty million euros) and shall consist of 200 000 000 (two hundred million) A category dematerialized bearer shares, with the nominal value of EUR 0.30 (thirty cents) per share, and 400 000 000 (four hundred million) newly issued B category registered shares in printed form, with the nominal value of EUR 0.30 (thirty cents) per share.

2) To approve the Terms of the Share Capital Increase of joint stock company “LATVIJAS KUĢNIECĪBA” (in Appendix on 10 pages).

3) To authorise the management board of joint stock company “LATVIJAS KUĢNIECĪBA” to prepare and approve the issue prospectus for issuing new shares as well as other necessary documents.

Voting results:  decision is taken with the required majority of votes.

 

2. Amendments to the articles of association.

Section 2 “Equity capital and type of stock” of the Company’s Articles of Association shall be expressed as follows:

     2.1. Company’s share capital is EUR 180 000 000 (one hundred eighty million euro).

  2.2. Company’s share capital consists of 600 000 000 (six hundred million) shares with the nominal value of EUR 0.30 (thirty cents) per share, of which:

   2.2.1. 200 000 000 (two hundred million) shares are A category dematerialized bearer shares;

   2.2.2. 400 000 000 (four hundred million) shares are B category registered shares in a printed form.

  2.3. Each A category share shall:

  2.3.1. grant 1 (one) vote at a meeting of Shareholders of the Company;

  2.3.2. grant rights to receive an increased dividend in accordance with the calculation procedure set out further in this clause. In order to determine the amount of dividend to be paid out in respect of each A category share, the total amount of dividends calculated for the Company's B category shares in accordance with clause 2.4.2. of articles of association shall be deducted from the total amount of Company’s profit to be distributed as dividends and the respective result shall be divided by the total number of A category shares of the Company.

  2.3.3. have identical rights to receive liquidation quota as each B category share of the Company.

  2.4. Each B category share shall:

2.4.1.   grant 1 (one) vote at a meeting of Shareholders of the Company;

2.4.2.   grant rights to receive a reduced dividend in accordance with the calculation procedure set out further in this clause. In order to determine the amount of dividend to be paid for each B category share, the total amount of Company’s profit to be distributed as dividends shall be divided by the total number of A category and B category shares of the Company and result of such division shall be multiplied by 0.9;

2.4.3.   have identical rights to receive liquidation quota as each A category share of the Company.

  2.5. The recordkeeping and the registration of the dematerialized bearer shares is organized by the central securities depository “Nasdaq CSD SE”.

  2.6. The Management Board ensures the recording of the registered shares in a printed form by preparing a shareholders’ registry.”


Voting results:  decision is taken with the required majority of votes.

 

Management Board of joint stock company “LATVIJAS KUĢNIECĪBA”