2005.04.21, Ditton pievadķēžu rūpnīca, RIG

Ditton pievadķēžu rūpnīca                                      21.04.2005. 



Draft resolutions for AGM of JSC “Ditton Driving Chain Factory” to be held on 05.05.2005 



Draft resolutions for issues of the agenda of regular general meeting of shareholders 

of JSC “Ditton Driving Chain Factory” to be held 05.05.2005



1. Confirmation of the annual report for 2004.



Resolution:

The regular general meeting of shareholders of joint-stock company “Ditton Driving 

Chain factory”(05.05.2005) considered and takes notice of Report of Council and Board 

for results of work for 2004 and approves Report of JSC “Ditton Driving Chain Factory” 

for year 2004 (enclosed).





2. Profit distribution of year 2004.



Resolution:

2.1. To direct the sum in the amount of 11 560 Ls or 10% of profit of JSC “Ditton 

Driving Chain Factory” on payment of dividends to shareholders in accordance with the 

requested list of shareholders from Latvian CSD as at 05.05.2005.



2.2. To leave the sum in the amount of 104 038 Ls or 90% of profit of JSC “Ditton Driving 

Chain Factory” unshared and to direct it on development of company.



2.3. To ensure the payment of dividends to shareholders starting from 15.05.2005. in 

accordance with the shareholder’s application and personal ID of shareholder. 

      The persons, who enjoy the rights of demand for dividends on other grounds as it 

is stated in the item 2.1, should present documents, which prove the right to demand, 

in original or notarized copies of them when applying for payment of dividends.



2.4. In accordance with the Law On Enterprise Income Tax to include the not received 

dividends by shareholders within the legal terms into the profit of JSC “Ditton Driving 

Chain Factory”.



3. Election of the jury auditor of Company for year 2005.



Resolution:

3.1. To choose the auditor of JSC “Ditton Driving Chain Factory” represented by jury 

auditor Valda Zītare (certificate No.62) of the auditor firm “Invest-Rīga” Ltd., 

considering her personal written approval.



3.2. If Valda Zītare 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.



3.3. To Board of JSC “Ditton Driving Chain Factory” to conclude the contract with firm 

“Invest-Rīga” Ltd. about realization of audit in the company for 2005. 





4. Amendments of the Articles of Company.



Resolution:

4.1. To exclude from the Articles of JSC “Ditton Driving Chain Factory” the item 6.4.6 

in the original wording.



4.2. To enter into the Articles of JSC “Ditton Driving Chain Factory” the item 6.4.6 

in the following wording:



“6.4.6. The activity of the Board is managed by Chairman of the Board (president), who 

distributes the positions between the Members of Board. Chairman of Board appoints with 

his order from the amount of Members of Board the first deputy (vice-president) and 

Deputies (vice-presidents).

      All of the Members of Board possess representation rights.

      Members of Board represent the Company jointly, where they exercise their rights 

under laws and these Articles, and in the Board meetings as well

      Board has a right to accept Regulations of Work, where it stipulates Members of 

Board, to whom definite rights are granted in the relationships with third parties, state 

and municipal institutions, and for execution of definite business transactions as well. 

In the cases that are stipulated in laws these delegated authorities can be approved by 

a written power of attorney. 

      Board has a right to appoint one or several Proctors, where it gives them rights 

to alienate, pledge or encumber immovable property with rights pertaining to property. 

Commercial Law determines the rights of proctor, and they come into force after their 

registration in Commercial register, and they are in force until revocation of the 

procuration or until its other legal termination.

      Member of Board who has signed the documents individually, is severally responsible 

about them to the Company. In other cases Members of Board are jointly responsible.



4.3. To determine that amendments of the Articles of JSC “Ditton Driving Chain Factory”, 

which are mentioned in the items 1 and 2 of the current resolution, come into force from 

the moment of their registration in the Commercial register of Register of Enterprises 

of Republic of Latvia. 



4.4. To charge the Board to ensure all formalities for execution of the current 

resolution of general meeting of shareholders in connection with registration of 

amendments of Articles of JSC “Ditton Driving Chain Factory” in the Commercial Register 

Office of Republic of Latvia.

      If Commercial Register Office of Republic of Latvia refuses or postpones 

registration of amendments of the Articles of the company due to well-grounded reasons, 

to charge Council of the company as a representative body of the shareholders’ interests:



4.4.1. to eliminate by its resolution the reasons of refusal, which shall be mentioned 

in the resolution of public notary of Commercial Register Office of Republic of Latvia, 

if they are connected with the adjustment of the documents according to legal regulations 

of Republic of Latvia, with the elimination of errors, misprints, formalities of documents’ 

execution and which do not change the scope of shareholders’ rights and obligations, 

which are determined by this resolution of general meeting;





4.4.2. to convene and to held the extraordinary general meeting of shareholders within 

thirty days if the elimination of objections concerning the registration of amendments 

in Articles of JSC “Ditton Driving Chain Factory in Commercial Register Office of Republic 

of Latvia are beyond the above mentioned authorities, which are granted to Council of 

the company by the resolution of this general meeting.





5. About election of the Council of the Company.



Resolution:

5.1. Being based on Clause 296 of Commercial Law and on notice of Council Member V.Driksne 

to JSC “Ditton Driving Chain Factory” about resign from the position, to consider finished 

the authorities of the existing Council.





5.2. To approve Council of the company consisting in the following composition: 



5.3. To state that all newly elected Members of Council have to approve their expressed 

consent to serve as a Member of Council of JSC “Ditton Driving Chain Factory” in written 

form immediately after the general meeting in accordance with Clause 296 of Commercial Law, 

where they have to submit their applications to the secretary of meeting.



5.4. To state that newly elected Council has to elect from its composition the Chairman 

of Council and Deputy Chairman of Council till 10.05.2005, where it submits to the secretary 

of meeting the minutes of Council meeting for its submitting in the Commercial Register 

Office, simultaneously the Council has to reflect in the minutes its relationship to the 

authorities and structure of Board.