Olainfarm

Date: 30.03.2007 - 13:32 (GMT+3) , Exchange: RIG , Company: Olainfarm

OLF: Draft decisions of JSC “Olainfarm” Annual shareholders meeting convened on April 13th, 2007.




Olainfarm		Notice to convene annual general meeting		2007-03-30 12:32:59.453

Draft decisions of JSC “Olainfarm” Annual shareholders meeting convened on April 13th, 2007.

JSC „Olainfarm”							30.03.2007.

Draft decisions of JSC “Olainfarm” Annual shareholders meeting convened on
April 13th, 2007. 

Draft decisions of JSC “Olainfarm” Annual shareholders meeting convened on 
April 13th, 2007: 

1.	Management Board's report on results of activity in year 2006.
Draft resolution:
Accept to the knowledge report of the Management Board concerning results of
activities in year 2006. 

2.	Approval of audited Annual Report of year 2006.
Draft resolution:
Approve the JSC “Olainfarm” audited Annual Report of year 2006.

3.	Approval of audited Consolidated Annual Report of year 2006.
Draft resolution: 
Approve the audited Consolidated Annual Report of year 2006.

4.	Concerning disposition of the profit for year 2006.
Draft resolution:
Direct part of JSC “Olainfarm” profit of year 2006 in amount of Ls 814 275 (1
158 609 euro) to cover the uncovered losses of the previous years and reinvest
remaining part of profit of year 2006 in amount of Ls 171 409 (243 893 euro)
into developement of JSC „Olainfarm”. 

5.	Election of certified auditor for year 2007.
Draft resolution:
Elect SIA „Ernst & Young Baltic” to be the certified auditor of joint stock
company „Olainfarm” for year 2007 (unified registration No.40003593454). 

6.	Management Board's report on budget and activity plan for year 2007.
Draft resolution:
Accept to the knowledge report of the Management Board concerning budget and
activity plan of JSC “Olainfarm” for year 2007 which presupposes that turnover
of JSC “Olainfarm” in 2007 will reach 20,5  mln. Ls (29,2 mln. euro), but
profit of JSC “Olainfarm”  will amount to 1,68  mln. Ls (2,39 mln. euro). 

7.	Concerning increase of fixed capital.
Draft resolution:
7.1. increase fixed capital of JSC „Olainfarm” by issuing 4'000'000 (four
millions) bearer's dematerialised shares with unlimited voting rights and
nominal value of LVL 1.00  (one lat) (1,42 euro) each. 

7.2. determine that fixed capital of JSC „Olainfarm” after payment for emission
of shares is effected and after registration in the Commercial register will be
LVL 17'209'055 (seventeen millions two hundred and nine thousand fifty five
lats) (24 486 279 euro), which will consist of LVL 17'209'055 (seventeen
millions two hundred and nine thousand fifty five) shares. 

7.3. determine that JSC „Olainfarm” shares of new emission and priority rights
of existing shareholders for purchase of shares of new emission according to
the Law on the Financial Instruments Market is offered by the public offer in
Latvia (hereinafter "Public offer") and by the offer to qualified investors to
limited number of countries abroad (hereinafter "Institutional offer"). 

7.4. entrust JSC „Olainfarm” management Board to clarify the full list of the
Companiy's shareholders as on April 26th, 2007, in order to determine
shareholders who have the priority right to sign up for shares of new emission. 

7.5. determine that organization of Public offer and Institutional offer and
obligation of disposition of shares is entrusted to joint stock company "Parex
banka", legal adress: Smilsu iela 3, LV-1522, Riga, Latvia, registration No. 
40003074590 (hereinafter "Dispositioner"), and authorise the management board
to sign the agreement on shares' disposition mandate with the Dispositioner. 

7.6. authorise Management Board of JSC „Olainfarm” to develope and approve the
Company's shares' issue prospectus and prospectus of inclusion of the Company's
shares into regulated market, as well as prepare information memorandum in
English concerning Company's institutional offer, and submit prospectus for
registration in the Finansial and capital market commission of Republic of
Latvia, calculate and approve sale price of shares of new issue in its defined
limits according to rules of increase of fixed capital, conclude agreement with
JSC "Riga stock exchange" and JSC "Latvian Central depositary" concerning
registration of new issue of shares and inclusion into regulated market. 

7.7.aurorise Management Board of JSC „Olainfarm” to decide on results  of
signing to shares of new issue and decide on conclusion of issue, partial
conclusion or its cancelation until the moment  when increase of fixed capital
is registered in the Commercial register. 

8.	Approval of rules on increase of fixed capital.
Draft resolution:
8.1. approve rules of increase of fixed capital. 

8.2. authorise chairperson of the Management Board of JSC „Olainfarm” to sign
rules on increase of fixed capital. 

8.3. determine that in case any of articles of rules of increase of fixed
capital become unrealizable or is in controversy with applicable normative act
or requirements of rules of the Financial and capital market comission, the
Management Board of JSC „Olainfarm” has the right to adjust these terms in
order to keep them in force, approving it with the Council of JSC „Olainfarm”
before decision of the Management Board comes into force. 

9.	Concerning conversion registered shares into bearer's shares.
Draft resolution:
Convert 10 214 155 registered shares of JSC „Olainfarm” into bearer's shares. 

10.	Concerning issue of converted shares into public circulation and inclusion
into regulated market. 
Draft resolution:
10.1. Issue converted 10 214 155 shares of JSC „Olainfarm” into public
circulation and include them into regulated market at Riga Stock Exchange. 
10.2. Authorise Management Board to conclude agreement with JSC "Riga Stock
Exchange" and JSC "Latvian Central depositary" concerning registration of
conversion of shares and inclusion of converted shres into regulated market, as
well as prepare all other necessary documents and carry out all activities
necessary for fulfillment of the corresponding decision. 

11.	Approval of new edition of the Statutes. 
Draft resolution:
11.1. make the follofwing changes in the Statutes of JSC „Olainfarm”:
11.1.1. Express article 2.1. of the Statutes as follows: „Fixed capital of the
Company is 17 209 055 LVL (seventeen millions two hundred nine thousands fifty
five lats). Fixed capital of the Company consists of 17 209 055 (seventeen
millions two hundred nine thousands fifty five lats) shares. Nominal value of
one share is LVL 1,- (one lat).” 
11.1.2. Express article 2.2. of the Statutes as follows: „All shares of the
Company are bearers' shares and are in public circulation.” 
11.1.3. Exclude article 2.3. from the text of the Statutes and change
numeration of articles 2.4. and 2.5. to 2.3. and 2.4. corrispondingly. 
11.1.4. Express article 3. of the Statutes as follows: „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 and Deputy Chairperson
of the Management Board are appointed by the Council. Chairperson of the
Management Board and Deputy Chairperson of the Management Board have unlimited
rights to represent the Company separately. Remaining three members of the
Management Board have the right to represent the Company only jointly.” 
11.1.5. Exclude articles 5.2., 5.3., 5.4., 5.5. and 5.6. from the text of the
Statutes. 
11.2. Approve new edition of Statutes.
11.3. Determine that changes in Statutes and new edition of Statutes come into
force in the day of their registration in Commercial register institution of
the Enterprise register of the Republic of Latvia. 

12.	Concerning changes in the Council composition and election of the Council.
Draft resolution:
12.1. Release Guntis Belēvičs from the position of the member of Council of JSC
„Olainfarm”. 
12.2. Elect the Council of JSC “Olainfarm” for the following three years term,
authorization term of the Council starting on April 13th, 2007, as follows: 
1. Juris Savickis
2. Ivars Kalviņš
3. Elena Dudko
4. Tatjana Lukina
5. Rolands Klincis
6.__________________________

12.3. Establish the total monthly remuneration of the Council members in amount
of Ls 13 400. 

13.	Miscellaneous.

Information with regard to the Council members candidates, project of new
edition of Statutes as well as draft rules on increase of fixed capital are
attached herein. 

Olaine, March 30th, 2007.
Information prepared by  
Irina Bindare
JSC „Olainfarm”
Legal adviser
Tālr. 7013870, 29582367
Fakss 7013777
isharohina@olainfarm.lv




	1. olainfarm_tisc_ project_ en.pdf
	(https://newsclient.omxgroup.com:443/cds/DisclosureAttachmentServlet?messageAttachmentId=126319)

	2. klincis_en.pdf
	(https://newsclient.omxgroup.com:443/cds/DisclosureAttachmentServlet?messageAttachmentId=126317)

	3. kalvinsh_eng.pdf
	(https://newsclient.omxgroup.com:443/cds/DisclosureAttachmentServlet?messageAttachmentId=126316)

	4. dudko_engl.pdf
	(https://newsclient.omxgroup.com:443/cds/DisclosureAttachmentServlet?messageAttachmentId=126315)

	5. statutes_new_project_2007_engl.pdf
	(https://newsclient.omxgroup.com:443/cds/DisclosureAttachmentServlet?messageAttachmentId=126321)

	6. savickis_eng.pdf
	(https://newsclient.omxgroup.com:443/cds/DisclosureAttachmentServlet?messageAttachmentId=126320)

	7. lukina_engl.pdf
	(https://newsclient.omxgroup.com:443/cds/DisclosureAttachmentServlet?messageAttachmentId=126318)