Latvijas Krajbanka                     15.11.2004.



Decision projects for the General Shareholders’ Meeting of Krājbanka



1. About the conversion of the reserve shares of the Board

1. To convert 21 000 reserve shares of the Board without voting right 

with the part value of LVL 1 into the ordinary bearer’s shares, 

category – with voting right, par value – LVL 1 (hereinafter also – 

the Shares) and to launch them into public circulation, starting 

their quotation in the Free List of the Riga Stock Exchange.



2. About the issue of debt securities

1. To launch into the public circulation the three-year bonds of

 JSC “Latvijas Krājbanka” and hypothecary letters of mortgage in the 

par value of Ls 100 (one hundred lats).

2. To determine such conditions for the public offer of the issue of 

bonds of JSC “Latvijas Krājbanka”:



Issuer:  JSC “Latvijas Krājbanka”

Class of security: Bond

Type of security: Bearer’s security

Amount of issue: up to LVL 3 000 000

Currency of issue: Latvian lat

Par value of the bond: LVL 100

Number of disbursements of fixed income per year: twice

3. To determine such conditions for the public offer of the issue of 

hypothecary letters of mortgage of JSC “Latvijas Krājbanka”:

Issuer: JSC “Latvijas Krājbanka”

Class of security: Letter of mortgage

Type of security: Bearer’s security

Amount of issue: up to LVL 5 000 000

Currency of issue: Latvian lat

Par value of the letter of mortgage: LVL 100

Number of disbursements of fixed income per year:twice

3. About the entry of JSC “Latvijas Krājbanka” into the Commercial Register

1. To apply JSC “Latvijas Krājbanka” for entry into the Commercial Register.



4. About the confirmation of the Charter of JSC “Latvijas Krājbanka” 

in a new wording

1. To confirm the Charter of JSC “Latvijas Krājbanka” in a new wording.



Draft



1. FIRM

1.1. The firm of the Joint-Stock Company: Joint-Stock Company 

“Latvijas Krājbanka” (hereinafter – the Bank).

2. TYPES OF COMMERCIAL ACTIVITY

2.1. The Bank shall perform the commercial activity of such a type:

2.1.1. financial mediation, except for insurance and funding of pensions 

(NACE 65.2. group “Other financial mediation”) and operation supplementing 

the financial mediation (NACE 67.1. group “Operation supplementing the 

financial mediation, except for insurance and funding of pensions”) 

including:

2.1.1.1. attraction of deposits and other repayable means;

2.1.1.2. crediting, also in accordance with conditions of financial leasing;

2.1.1.3. performance of cash and non-cash payments;

2.1.1.4. issue and servicing non-cash payment means (all payment means, 

except banknotes and coins in any currency);

2.1.1.5. trading on behalf of the Bank or client with currency;

2.1.1.6. operations of confidence (trust);

2.1.1.7. provision of investing services and of supplementary investing 

services;

2.1.1.8. issuance of guarantees and other deeds of liability under which 

the obligation is undertaken to be liable towards the creditor for the 

debt of a third party;

2.1.1.9. keeping of valuables;

2.1.1.10. consultations to the clients on matters of financial character;

2.1.1.11. provision of such information related to settlement of debt 

liabilities of the client;

2.1.1.12. other transactions that in substance are similar to the above-said

 financial services;

2.1.2.1. collection of cash and valuables;

2.1.2.2. ensuring of the security-guarding and internal safety of the Bank 

(NACE 74.6).

2.2. In the case when the Bank pursuant to the law is entitled to engage 

in any of the above-said types of commercial activity only after reception 

of a special permission or licence or registration, the Bank shall start 

the respective type of commercial activity only after the actual reception 

of such special permission or licence or registration.

3. FIXED CAPITAL

3.1. The fixed capital of the Bank is 9 106 412 (nine million one hundred 

six thousand four hundred twelve) lats.

4. SHARES

4.1. The fixed capital of the Bank is formed out of 9 106 412 (nine million

 one hundred six thousand four hundred twelve) shares of one category and 

they all have equal right to reception of the dividend, reception of the 

liquidation quota and to the voting right at the shareholders’ meeting.

4.2. Each paid-up share gives the right at the shareholders’ meeting to 

one vote.

4.3. The par value of each share is 1 (one) lat.

4.4. All shares are dematerialised bearer’s shares.

5. ADMINISTRATION

5.1. The Bank is administered by the Shareholders’ Meeting, Council and Board.

5.2. The Shareholders’ Meeting is the highest administration institution of 

the Bank.

5.3. The Shareholders’ Meeting is entitled to decide if it is attended by 

the shareholders, which represent at least one half of the paid-up fixed 

capital.

5.4. If the ordinary of extraordinary Shareholders’ Meeting is not entitled 

to decide due to shortage of the quorum, the Board at the latest within one 

month a repeated calling of the ordinary or extraordinary Shareholders’ 

Meeting. The repeatedly called Shareholders’ Meeting with the same agenda 

is entitled to decide irrespective of the number of votes represented at it.

5.5. The Shareholders’ Meeting adopts resolutions with the majority of the 

votes of the present shareholders with the voting right. Resolutions on 

making of amendments in the Charter, amending the objectives of the Bank’s 

activity, merging with other companies and liquidation of the Bank are 

adopted by the Shareholders’ Meeting if in favour of such resolutions 

votes are cast by the shareholders, which represent at least three fourths 

of the paid-up fixed capital.

5.6. The Council is composed of 9 (nine) members. The Council is elected 

for the period of 3 years.

5.7. The Council adopts resolutions with a simple majority of votes.

5.8. The number of the Board’s members is 5 (five).

5.9. The Board adopts resolutions with a simple majority of votes.

5.10. The Board’s Chairman is entitled to represent the Bank separately,

 but other Board’s members – each together with two Board’s members.

5.11. From the members of the Board the Council appoints the Board’s 

Chairman (President) and First Deputy of the Board’s Chairman 

(First Vice President).

5.12. The Board’s activity is administered by the Board’s Chairman 

(President), but during his absence – by the First Deputy of the Board’s 

Chairman (of the President) (First Vice President).

5.13. The Board for resolving of significant matters necessitates the 

consent of the Council. Such significant matters are:

- confirmation of the governing documents for the credit policy;

- acquisition, increase or reduction of participation at other companies;

- purchase of real estate, sale or mortgaging of the Bank’s real estate;

- confirmation of the regulations for granting of credits to the Bank’s 

employees;

- foundation of branches and representative offices and termination of

 their operation;

- appointment of the proxy at the commercial companies, at which the Bank 

has the participation.

5.14. The Shareholders’ Meeting, Council and Board are not entitled to

 adopt resolutions which are in contradiction to the laws of the Latvian 

Republic, binding instructions of the Finances and Capital Market Commission 

and Bank of Latvia, Privatisation Regulations and resolutions of the board 

of the Privatisation Agency.

6. INSTITUTIONS OF AUDIT AND CONTROL

6.1. The statements of the Bank’s operation are verified by the auditor, 

who gives the opinion about them, but the everyday internal audits and 

control are performed by the special audit service formed by the Council 

 – Internal Audit. It acts within the scope of the powers stated by the Council,

 under the task and in subordination to the Council.

The Council elects the manager of the Internal Audit of the Bank at the 

recommendation of the Council’s Chairman, but the employees are taken into 

employment and dismissed by the Board’s Chairman (President), upon previous 

co-ordination with the Council.

6.2. Auditor (sworn accountant) is elected at the Shareholders’ Meeting. 

The Board prepares and submits to Shareholders’ Meeting the proposal about 

the candidacy of the sworn accountant. The Board after the election of 

the auditor (sworn accountant) on behalf of the Bank concludes the contract 

with him/her.

7. About the authorisation to register the resolutions adopted by the 

General Meeting at the Enterprise Register of the Latvian Republic.

The shareholders of the Joint-Stock Company “Latvijas Krājbanka” can get 

acquainted with the draft resolutions of the issues to be discussed at the 

General Meeting in Riga, Jēkaba Street 2, in the operations’ hall of JSC 

“Latvijas Krājbanka” at the administrator, starting from November 26 of 2004 

each working day from 9:00 till 17:00, but on the day of the General meeting 

– at the client servicing centre of JSC “Latvijas Krājbanka” in Riga,

 Dzelzavas Street 55, at the place of registration.





Press Secretary of

JSC “Latvijas Krājbanka”

Liene Vanaga

Telephone 7092043, 9114772

e-mail – liene.vanaga@lkb.lv