17.03.2005, Ditton pievadķēžu rūpnīca, RIG

Ditton pievadķēžu rūpnīca                                       17.03.2005. 



Extraordinary full shareholders’ meeting of JSC “Ditton Driving Chain factory”



Today, on 17 March, 2005, the repeated extraordinary full shareholders’ meeting 

of JSC “Ditton Driving Chain factory” have taken place with the following agenda:

1. About legitimacy of the stated full shareholders’ meeting of a society  convoked 

by establishment of the commercial register and legitimacy of 12.01.2005. accepted 

decisions at meeting.

2. The confirmation of the annual report for 2003.

3. Division of the profit.

4. About a choice of the jury auditor.



The following decisions have been taken:



In the first point of agenda:

Having heard the message of the shareholder of a society “Berg Invest Holding” Ltd., 

considering the purposes of public joint-stock company “Ditton Driving Chain Factory” 

and interests of the majority of shareholders, norms of clauses 176, 269, 273, 277, 

281 of the Commercial law of the Latvian Republic, clauses 63, 65, 66 of the 

Administrative - procedural law, norm of clauses 8, 60, 61, 64 of the law of the Market 

of financial instruments and documents available to a society, extraordinary full 

shareholders’ meeting of a society has solved:



1. To find the initiative of establishment of the Commercial register from 29.10.2004. 

on convocation of the next shareholders’ meeting of joint-stock society in contrary 

to interests of a society as a whole and to interests of the majority of shareholders 

of a society in particular, to estimate actions of establishment of the Commercial 

register in relation to a society and the majority of shareholders as incorrect, 

and administrative process in establishment, at the edition and protection of the 

administrative act about convocation of the above-stated meeting, to estimate as 

inappropriate to principles of these processes (clauses 4, 15, 17 of the 

Administrative - procedural law).



2. Being based on the decision of the judge of board of Civil cases of the Riga 

District court from 09.08.2004., the decision of the judge of the Central area of 

Riga from 20.12.2004., and also on essential infringements of procedural formalities 

by establishment of the Commercial register at convocation of this meeting, and 

the declared initiative of the shareholder “Berg Invest Holding” Ltd., to find 

convocation of the next shareholders’ meeting of public joint-stock company 

“Ditton Driving Chain Factory” by establishment of the Commercial register of the 

Latvian Republic illegitimate. 



3. Having considered decisions and circumstances of pronouncing of decisions of the 

general shareholders’ meeting 12.01.2005. (proceedings Nr.1 (2005)):

3.1. To find not in contrary to the above-stated norms and the appropriate norm of 

a part 1 and 4 of clause 270 of the Commercial law of the Latvian Republic the 

initiative of the shareholders presented at meeting A.Galanders (through representative 

M.Miķelsons), A.Barkovskis (through representative M.Miķelsons), I.Upīte, E.Ralfs 

(through representative A.Čapkēvičs), N.Krūms, V.Spāre as the right of the shareholder 

about convocation of extraordinary shareholders’ meeting of public joint-stock company 

”Ditton Driving Chain Factory”.



3.2. In other part to find the decisions of general shareholders’ meeting from 12.01.2005.,

 declared in the proceedings Nr.Nr.1 (2005), void (not having forces) from the moment 

of their acceptance and also to consider void (not having forces) the proceedings Nr.1 

(2005) of general shareholders’ meeting.



3.3. To charge to Board of a society to inform on a recognition by shareholders of 

public joint-stock company “Ditton Driving Chain Factory” void (not having forces) 

decisions and the proceedings Nr.1 (2005) the before spent shareholders’ meeting 

12.01.2005. appropriate institutions of the Latvian Republic and being based on 

part 2 of clause 64 of the law ‘’About the market of financial instruments’’ to 

declare exclusion from public registers, including the Register of companies of 

the Latvian Republic, from the records based on the above-stated decisions and the 

proceedings.



4. To charge to shareholders SIA “Berg Invest Holding”, “Steplux LLC” and Iraida 

Mlijevska to generalize available to Board and Council of a society materials 

about the facts of incorrect actions of establishments concerning the purposes and 

public interests of a society and its shareholders, having directed for and on 

behalf of shareholders of joint-stock company “Ditton Driving Chain Factory” the 

complaint if necessity those will be essential and real, in higher instances.



In the second point of agenda:

Extraordinary general shareholders’ meeting of joint-stock company “Ditton Driving 

Chain Factory” has considered and has taken into account the message of Board and 

Council on results of work for 2003, has ratified the report given by Board for 2003 

without additions and changes.



In the third point of agenda:

The received profit of joint-stock company “Ditton Driving Chain Factory” in 2003 

at a rate of 92 223 Ls to leave unshared and to direct on development of manufacture.



In the third forth point of agenda:

1. To choose the auditor of joint-stock company “Ditton Driving Chain Factory” on 

behalf of the jury auditor Valda Zītare (certificate No.62) of the auditor firm 

“Invest-Rīga” Ltd., considering her personal written approval.

2. If she can not execute a duty of the jury auditor or will stop labour attitudes 

with firm ‘’Invest-Rīga’’ Ltd., to allow to execute it to other jury auditor of firm 

‘’Invest-Rīga’’ Ltd.

3. To Board of joint-stock company ‘’Ditton Driving Chain Factory’’ to conclude the 

contract with firm ‘’Invest-Rīga’’ Ltd. about realization of audit in a society for 2004. 



Deputy Chairman of Board			

P.Dorofejevs