Amendments to the: Announcement About Convening of the Extraordinary General Meeting of Shareholders JSC Olainfarm
The Announcement is supplemented by Amendment of Statutes.
1. Amendment of Statutes proposed for voting.
1.1. Initiate 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 significant 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 transfers 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, licenses, technologies and other objects of intellectual property (except computer programs);
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.
Management Board of Joint Stock Company Olainfarm.
Information prepared by:
Inga Krukle
Member of the Management Board
JSC Olainfarm
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