Draft resolutions of the Annual Meeting of Shareholders of JSC Latvijas balzams to be held on 30 September 2021

DRAFT RESOLUTIONS

 of the Annual Meeting of Shareholders

of joint stock company Latvijas balzams to be held on 30 September 2021

(including resolutions regarding the distribution of profit and candidates of the Supervisory Council members proposed by shareholder Amber Beverage Group Holding S.à r.l.) 

1. Reports of Management Board, Supervisory Council and statement of Sworn auditor, approval of Annual reports for the year 2020.

1. To get acquainted with the reports of the Management Board, the Supervisory Council of joint stock company Latvijas balzams and the statement of the sworn auditor.
2. To approve joint stock company’s Latvijas balzams Annual report for the year 2020, Dependency report for the year 2020, Remuneration report for the year 2020 and Corporate Governance report for the year 2020.

2. Distribution of profit.

Draft resolution prepared by Management Board of joint stock company Latvijas balzams:

1. The profit of joint stock company Latvijas balzams for the year 2020 in the amount of EUR 9 324 305 to leave undistributed.

Draft resolutions proposed by shareholder Amber Beverage Group Holding S.à r.l.:

2. To pay dividends to the shareholders of the joint stock company Latvijas balzams in the amount of EUR 3 448 574, which amounts to 0.46 euro (forty six cents) per share, from accumulated before 31 December 2017 and not distributed profits.

3. To set the following order for dividends calculation and payment:
3.1) to set for ex-date (last working day before the Record Date) – 14 October 2021, for dividends record date – 15 October 2021 and for the date of dividends payment – 18 October 2021; 

3.2) to pay out dividends observing the order set in Clause 8 and 9 of the Transitional Provisions of Enterprise Income Tax Law of the Republic of Latvia.

3. Election of auditor for the audit of Annual reports for the year 2021 and determination of the remuneration for auditor.

1. To elect audit company SIA PricewaterhouseCoopers (Reg.No. 40003142793, legal address: Kr.Valdemara street 21-21, Riga, LV-1010, Latvia) as the sworn auditor for the audit of annual reports of joint stock company Latvijas balzams for the year 2021.
2. To determine the remuneration for the auditor for the audit of annual reports for the year 2021 in amount not exceeding EUR 32 000 without VAT.
3. To assign the Management Board of joint stock company Latvijas balzams to conclude the agreement with the elected auditor for the audit of annual reports for the year 2021 of joint stock company Latvijas balzams.

4. Change of the title and amendments to the Articles of Association.

1. To change the title from joint stock company Latvijas balzams to joint stock company Amber Latvijas balzams and to stipulate that the changes shall be effective as of 1 May 2022.
2. To approve amendments to the Articles of Association (attached).

5. Election of the Supervisory Council.

1. In compliance with Part Seven of Section 296 of the Commercial Law, to release from the positions of Supervisory Board members Petr Aven, Rolands Gulbis, Valizhan Abidov, Jānis Buks and Velga Celmiņa.
2. To elect for the office of the member of joint stock company Latvijas balzams Supervisory Council for the term of 5 (five) years, starting on 30 September 2021:

1. Rolands Gulbis
2. Valizhan Abidov
3. Velga Celmiņa
4. Guntars Reidzāns
5. Boriss Ņeštajevs.

Riga, 16 September 2021

AS “Latvijas balzams”
Valdes priekšsēdētājs
Intars Geidāns

Amendments to the Articles of Association
Voting form
Supervisory Board report