03.03.2005, Ditton pievadķēžu rūpnīca, RIG

Ditton pievadķēžu rūpnīca                                         03.03.2005.



Projects of decisions of EGM of JSC “Ditton pievadķēžu rūpnīca”



I  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.

Projects of decision:

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 _________ and ______________ 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.



II    The confirmation of the annual report for 2003. 

The project of the decision:

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.



III   Division of the profit. 

The project of the decision: 

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.



IV   About a choice of the jury auditor. 

The project of the decision: 

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. 



‘’Berg Invest Holding’’ Ltd.

Member of Board

P.Samuilovs



A/S “Ditton pievadķēžu rūpnīca”

Board