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DRAFT DECISIONS OF JSC OLAINFARM EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS SUBMITTED BY INITIATORS - ANNA EMĪLIJA MALIGINA UN NIKA SAVEĻJEVA
Extraordinary General Meeting of Shareholders of Joint Stock Company Olainfarm, requested by the shareholders Anna Emīlija Maligina and Nika Saveļjeva, will be held on November 22nd, 2018, at 11:00 at the premises of JSC Olainfarm in Olaine, Rupnicu iela 5.
Agenda of JSC Olainfarm extraordinary general meeting submitted by initiators Anna Emīlija Maligina and Nika Saveļjeva:
1. Amendments of Statutes.
1.1. Make the following amendments to the Statutes of the Joint Stock Company Olainfarm:
1.1.1. Add Clause 6.3 to the Statutes and word it as follows:
„6.3. The Management board is obliged to obtain consent of the Council for the following activities:
6.3.1. acquisition of equity in other companies, increase or reduction of equity;
6.3.2. establishment of the Subsidiaries of the Company;
6.3.3. acquisition or sale of the companies or its shares;
6.3.4. purchase and/or sale of the fixed assets of the Company, if the total amount of the transaction is equal to or exceeds EUR 200 000 (two hundred thousand euro);
6.3.5. establishment or dissolution of the companies, branches and representative offices;
6.3.6. purchase and/or sale of the real estate of the Company, if the total amount of the transaction is equal to or exceeds EUR 100 000 (one hundred thousand euro);
6.3.7. issuing of the guarantees, except of the guarantees required for the operation of the Company and members of its holding group;
6.3.8. approval of the transactions between the Company and its related person, if such transaction is uncommon for the Company’s commercial practice or fails to correspond to the market conditions;
6.3.9. engagement with the legal offices, brokerage firms, consultants, investment advisor or Auditor (including for the preparation of the prospectus on the emission of the Company's securities);
6.3.10. accepting loans, conclusion of credit line agreements and granting of loans;
6.3.11. preliminary examination of the issue of merger with another company or joining another company or other reorganization related questions;
6.3.12. approval of Company's business strategy;
6.3.13. approval of the Company's annual budget and amendments of the budget;
6.3.14. creation and use of reserves of the Company;
6.3.15. conclusion of agreements where the agreed validity term exceeds two years or the total amount of transactions with one partner exceeds EUR 1 000 000 (one million euro) within one calendar year;
6.3.16. pledging any of the Company’s property, establishing mortgage over the real estate;
6.3.17. conclusion of gift, sponsoring or any other transactions that trasfers property of the Company to any other person without compensation, unless foreseen in the budget;
6.3.18. purchase and alienation of the trademarks, patents, licences, technologies and other objects of intellectual property (except computer programms);
6.3.19. approval of the Company’s organizational structure and most important fundamental terms of the Company’s employees remuneration system (including for payment of benefits and compensations, reimbursement of expenses, bonuses and other financial stimulus, maximum amount of monthly salary as well as other terms);
6.3.20. decisions made by the Company as the shareholder of other companies at the corresponding shareholders meetings;
6.3.21. consideration of other important issues at the discretion of the Board.”.
1.1.2. Amend Clause 4 to the Statutes and word it as follows:
“4. Management Board
Company’s Management Board consists of five members of the Management Board. Members of the Management Board are elected by the Council. From among the members of the Management Board a Chairperson of the Management Board is appointed by the Council. Each of the members of the Management Board has the right to represent the Company only jointly with two other members of the Management Board.”
1.2. Approve new edition of the Statues of Joint Stock Company Olainfarm.
2. Recall of the Council member and election of the new Council.
2.1. Recall from the position the members of Joint Stock Company Olainfarm Council:
1) Martins Kriekis;
2) Irina Maligina;
3) Pavels Rebenoks;
4) Daina Sirlaka.
2.2. Elect the Council of JSC “Olainfarm” consisting of the following members for the further term of five years:
2.3. Set monthly remuneration of all the Council members in amount of EUR 40000,00 (fourty thousand euro).
3. Recall of the Auditing committee and election of the new Auditing committee.
3.1. Recall from the position the members of Joint Stock Company Olainfarm Auditing committee:
1) Irina Maligina;
2) Viesturs Gurtlavs;
3) Dina Sirlaka.
3.2. Elect the Auditing committee of JSC “Olainfarm” consisting of the following members for the further term of two years:
3.3 Set monthly remuneration of all the Auditing Committee members in amount of EUR 11500,00 (eleven thousand five hundred euro).
4. Bringing an action against Joint Stock Company Olainfarm Chairman of the Council Pavels Rebenoks, Deputy Chairperson of the Council Irina Maligina and member of the Council Martins Kriekis, as well as chairman of the Management Board Olegs Grigorjevs and appointment of the company’s representative to support the claim against members of the Council and Chairman of the Management Board.
Bring an action by the Company against Joint Stock Company Olainfarm Chairman of the Council Pavels Rebenoks, Deputy Chairperson of the Council Irina Maligina and member of the Council Martins Kriekis, as well as chairman of the Management Board Olegs Grigorjevs for damages they caused to the Company including by not fulfilling their duties as good and careful owners. For raising and support of the claim elect the following representatives of the Company _________, and at the same time assign them to determine the precise amount of the damages and preparation of the claim.
Management Board of Joint Stock Company Olainfarm.
Information prepared by:
Member of the Management Board
Phone +371 28698449