Emitents | Rīgas farmaceitiskā fabrika, AS |
Veids | Informācija par akcionāru sapulcēm |
Valoda | EN |
Statuss | Publicēts |
Versija | |
Datums | 2015-03-03 17:07:23 |
Versijas komentārs | |
Teksts |
Decisions of extraordinary shareholders’ meeting of JSC
“RĪGAS FARMACEITISKĀ FABRIKA” 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.”
5) To authorize the Company’s Board with re-authorization
rights to perform all actions in connection with execution of this
decision, including sign, submit and receive documents connected
with registration of the decision, prepare, coordinate and register
all necessary documents in state institutions connected with
announcement of public offer.
JSC “RĪGAS FARMACEITISKĀ FABRIKA” Board
|
Pielikumi |