Notice of convening of the ordinary shareholders` meeting of JSC Ditton pievadķēžu rūpnīca

Under sections 269 and 273 of the Commercial Law and subsections 54 (2)¹ and 54¹ of the Financial Instruments Market Law of the Republic of Latvia, pursuant to Company`s Articles, Regulations on the convening and course of shareholders’ meeting, the Management Board of JSC DITTON pievadķēžu rūpnīca (reg. No.40003030187) is pleased to invite shareholders to the ordinary shareholders` meeting that will take place at the Company's registered office (at Višķu St. 17, Daugavpils), on 18 June 2020, at 9 a.m.

 Agenda:

1. Approval of the annual report for the year 2019.
2. Profit distribution for the year 2019.
3. Approval of new edition of the Remuneration policy of the Joint Stock Company Ditton pievadķēžu rūpnīca.
4. Approval of new edition of the Regulations on the convening and course of shareholders’ meetings of the JSC Ditton pievadķēžu rūpnīca.
5. Election of the Council of the JSC Ditton pievadķēžu rūpnīca.

Registration of shareholders will take place on the meeting day on 18 June 2020 from 8 a.m. until 9 a.m. at the venue of meeting.

Only those shareholders, who on 10 June 2020 - the record date for participation in the ordinary shareholders` meeting of JSC Ditton pievadķēžu rūpnīca - are registered with the number of shares by the Commercial Register Office in the registration file of the Company, have the right to participate in the ordinary shareholders` meeting of the JSC Ditton pievadķēžu rūpnīca on 18 June 2020.

Each shareholder may exercise the rights:

• to the extent that an order under sections 274 (2) and 276 (3) of the Commercial Law, subsection 54² (1) and 54² (2) of the Financial Instrument Market Law provides within seven days from the day of publication of the notice and on the day of shareholders` meeting;
• in pursuance of an order under sections 276 (4) and 283 (1) of the Commercial Law at least seven days before the shareholders` meeting and on the meeting day.

Additional information on shareholders` rights mentioned above is available on the website of the JSC Ditton pievadķēžu rūpnīca www.dpr.lv .

The total number of voting shares is 7 400 000. All shares are of the same category. Each share is entitled to one vote.

The shareholders may participate at the meeting in a person or by delegating an authorized representative or a proxy.

Authorized representative of the shareholder, registered as a legal entity in Latvia, should provide a document justifying the identity and an original of the notary decision on the appointment as a legal representative or a statement on the granting of rights to represent the interests of this legal entity issued by the Enterprise Register not earlier than 5 days prior to the day of meeting (printouts from data bases of Lursoft or Firmas.lv shall be accepted as well).

Authorized representative of the shareholder, registered as a legal entity in a foreign country, should provide a document justifying the identity and a power of attorney granting authority to represent this legal entity, issued and certified under the law of the corresponding state.

Proxies should provide a document justifying the identity and the power of attorney certified according to the Laws of the Republic of Latvia, Articles and Regulations on the convening and course of shareholders’ meeting of the Company. The Power of Attorney can be signed electronically and sent to the Company’s e-mail: sapulce@dpr.lv. Form No. 1 of the power of attorney is available in the attachment.

Shareholders can also take part on making decisions of the ordinary shareholders’ meeting on 18 June 2020 in a distanced way (without personal presence).

To use these rights the shareholders are invited to authorize the Council of the JSC Ditton pievadķēžu rūpnīca by issuing the Power of Attorney and Voting task on issues of the agenda of the shareholders’ meeting. The shareholders are asked to fill in both documents (Form No.2 of the Power of Attorney and Voting task – forms are attached) and:

• electronically signed to send to the Company’s e-mail: sapulce@dpr.lv; or
• signed by personal signature to send to the Company’s correspondence address: JSC Ditton pievadķēžu rūpnīca”, Višķu Street 17, Daugavpils, LV-5410.

By participation in the meeting and by voting with all information fields filled in Powers of Attorney and Voting tasks will be considered, which will be received in a way mentioned above until 17 June 2020 including.  

Proposals concerning issues of the agenda, disclosed draft decisions and candidates to be elected as Council members the shareholders are asked to send to the Company’s e-mail: sapulce@dpr.lv or to the Company’s correspondence address.

Other pro forma procedures on the convening and course of shareholders’ meeting of the Company can be found on the Company’s website www.dpr.lv.

In case, on 18 May 2020, the ordinary shareholders` meeting of JSC Ditton pievadķēžu rūpnīca will fail due to lack of quorum pursuant to Company`s Articles regardless of the reasons, the shareholders may postpone decision-making process on issues of the agenda announced in accordance with Company`s Articles. The reconvened meeting with the agenda mentioned before shall be held on 23 July 2020 at 9 a.m. in the administrative rooms of JSC Ditton pievadķēžu rūpnīca at Višķu St.17, in Daugavpils. The registration of shareholders will take place on the meeting day when the meeting is continued from 8 a.m. until 9 a.m. due to order mentioned before.

The shareholders can become acquainted with the draft decisions on the considered issues and fulfil other procedure formalities starting from 03 June until 17 June 2020 including, and additionally, in case shareholders` meeting is adjourned - from 03 June  until 22 July 2020 including, on working days from 9 a.m. until 16 p.m. in the secretariat of the Company at Višķu St.17, in Daugavpils. Draft decisions will be available also on the website of JSC Ditton pievadķēžu rūpnīca www.dpr.lv. Drafts of the new edition of the Remuneration Policy of the JSC Ditton pievadķēžu rūpnīca and Regulations on the convening and course of shareholders’ meetings of the JSC Ditton pievadķēžu rūpnīca are attached to this notice. For more information, please contact by (+371) 65402333.

Management Board

JSC Ditton pievadķēžu rūpnīca