05.05.2005, Ditton pievadķēžu rūpnīca, RIG

Ditton pievadķēžu rūpnīca                                    05.05.2005. 



Decisions of JSC “Ditton pievadķēžu rūpnīca” AGM 



On 5 May, 2005, the regular general meeting of shareholders of JSC “Ditton Driving 

Chain factory” has taken place with the following agenda:



1. Confirmation of the annual report for 2004.

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.

2.1. To direct the sum in the amount of 11 840 Ls or 10,24 % of profit of JSC “Ditton 

Driving Chain Factory”, which is 0,0016 Ls for one share, 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 103 758 Ls or 89,76 % 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.

To choose the auditor firm “”Invest-Rīga” Daugavpils” Ltd. (registration No.40003227526, 

legal address Raiņa Str.28, Daugavpils, LV-5403) to be the auditor of JSC “Ditton Driving 

Chain Factory” for realization of audit in the company for year 2005 considering its 

written approval, and to conclude the contract with “”Invest-Rīga” Daugavpils” Ltd..



4. Amendments of the Articles of Company.

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.



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 in the following composition: Georgijs Sorokins, 

Jevgenijs Glinkins, Vitolds Vasilenoks, Tatjana Ļapunova, Boriss Matvejevs.



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.



In compliance with the general power of attorney dated 07.01.2004 



Deputy Chairman of Board			

P.Dorofejevs