Articles of Association

1. Firm

1.1. Firm of the company is New Hanza Capital, AS (hereinafter – the Company).

2. Share Capital and Type of Shares

2.1. The share capital of the Company amounts to EUR 115,371,119.00 (one hundred fifteen million three hundred seventy one thousand one hundred nineteen euros and 00 cents). Company's share capital consists of 115,371,119 (one hundred fifteen million three hundred seventy one thousand one hundred nineteen) shares. The nominal value of each share is EUR 1 (one euro).

2.2. All shares are registered shares and have been dematerialised.

2.3. All shares are registered shares with voting rights. These shares provide for equal rights to receive dividends, liquidation quota, and voting rights at the shareholders' meeting.

2.4. A shareholder is required to obtain consent of the shareholders’ meeting in order to pledge or otherwise encumber the shares of the Company owned by the shareholder.

2.5. If a shareholder wants to sell the Company’s shares owned by them to any third party, then the shareholders of the Company shall have the pre-emptive right to buy the shares being sold. The pre-emptive right is to be exercised in accordance with the provisions of Paragraph Two of Section 238 of the Commercial Law.

2.6. The pre-emptive rights provided in clause 2.5 of these Articles of Association shall not apply if the shares of the Company are being sold to an Authorized Receiver. An Authorized Receiver shall be:

2.6.1. any legal entity in which at the moment of alienation of shares the shareholder has direct or indirect determining influence as defined by the Group of Companies Law, or
2.6.2. a person that at the moment of alienation of the shares has direct or indirect determining influence over the given shareholder as defined by the Group of Companies Law.

2.7. If any of the shareholder breaches the provisions of the Articles of Association and the breach is not eliminated within 30 (thirty) days after issuing a written warning, any shareholder shall be entitled:

2.7.1. to buy the shares of the Company owned by the shareholder who is in breach of the provisions of the Articles of Association, i.e., the rights to buy out all the shares of the shareholder in breach of the Articles of Association, or
2.7.2. to sell to the shareholder in breach all the Company’s shares owned by the shareholder who expressed such request, i.e., rights to demand buyout of all own shares.
Any shareholder is entitled to exercise the rights provided in clause 2.7.1 also through an Authorized Receiver.

2.8. In case of executing the rights provided in clause 2.7. of the Articles of Association the sale price of one share is determined (calculated) in accordance with the provisions of Clause 3 of Paragraph One of Section 74 of the Financial Instruments Market Law (the edition in effect at the moment of adoption of the Articles of Association), i.e., by dividing the consolidated assets (of the Company and its subsidiaries) of the Company, which is calculated by deducting the own shares of the Company and liabilities from the total assets, by the number of all issued shares, and the Company’s last audited consolidated financial report should be taken as basis for the price calculations.

2.9. The shareholder to whom a request to sell their shares of the Company was issued in accordance with clause 2.7. of the Articles of Association is obligated to sign and submit to the Board of the Company all the documents that are necessary for the registration of the property rights of the buyer of the Company’s shares in the register of the Company’s shareholders. Even if it is not being done, it is deemed that the deal of sale of the Company’s shares is in force and is to be executed, i.e., one does not need to sign a separate purchase-sale agreement for obtaining the rights to the shares of the Company. In this situation the eligible person is entitled to file an application to the court in accordance with the procedures provided in the regulatory enactments in order to claim the absence of documents and/or failure to act to be eliminated with a court ruling, i.e., to recognize the eligible person’s rights to ownership of the Company’s shares.

3. Business Operation

3.1. The Company is carrying out long-term commercial operation on its own behalf and for the purpose of gaining profit.

3.2. Types of business in accordance with NACE

3.2.1.  64.20. Operation of holding companies;
3.2.2.  68.20 Renting and operating of own or leased real estate.

4. Board

4.1. The Board consists of 5 (five) Members of the Board. At least 3 (three) Members of the Board represent the Company jointly.

4.2. Members of the Board shall be appointed by the Council for 5 (five) years. The Chairperson of the Board is appointed by the Council out of Members of the Board.

4.3. The Board shall receive a consent of the Council in deciding on the following matters of the Company, including deciding on separate matters mentioned below that are in the competence of the Board as a shareholder of directly participated subsidiaries:

4.3.1. approving the annual operation and financial plan of the Company;
4.3.2. acquisition or alienation of assets (except sale of securities on the regulated market) if the transaction amount exceeds EUR 500,000 (five hundred thousand euros);
4.3.3. signing loan agreements, as well as amendments to such concluded agreements, except if such agreements are being concluded with the direct or indirect subsidiaries of the Company;
4.3.4. signing of surety and pledge agreements, as well as issuing guarantees if the amount of guarantee exceeds EUR 500,000 (five hundred thousand euros), as well as amendments to such signed agreements;
4.3.5. issuing a procuration or amending the volume of procuration;
4.3.6. starting new types of business of the Company and termination of current types of business;
4.3.7. gaining holding in other companies, including founding other companies, increasing or decreasing the gained holding, alienation of holding and/or transfer of companies of the subsidiary, reorganization, suspension, liquidation of the subsidiaries, initiation and termination of legal remedy and/or insolvency process;
4.3.8. encumbering shares of the Company’s subsidiaries with property rights or obligations rights;
4.3.9. opening or closing branches and representative offices of the Company;
4.3.10. appointment of members of administration bodies and discharge from the fulfilment of official duties in companies, in which the Company has acquired shareholding, and determination of the amount and conditions of remuneration to members of administration bodies of these companies;
4.3.11. amending the articles of association of subsidiaries and approving the new edition of the articles of association;
4.3.12. approving the annual reports of the subsidiaries, their profit division, dividend amount and disbursement process;
4.3.13. appointing and dismissing an auditor, controller and liquidator of subsidiaries;
4.3.14. approving or cancelling of regulations of the Board of subsidiaries and reviewing matters (giving consent) in which the Board of the subsidiary should in accordance with the approved regulations of the Board and/or articles of association obtain consent of the Council of the Company.

4.4. In addition to the provisions of clause 4.3 of the Articles of Association, the Board of the Company should obtain consent of the Council in order for the Company’s Board as a direct participant of subsidiary to make a decision about the matters mentioned in clause 4.3.1 through 4.3.9 of the Articles of Association.

4.5. In addition to the provisions of clause 4.3 of the Articles of Association, the Board of the Company should obtain consent of the Council in order for the Company’s Board as a direct participant of subsidiary to give consent to the Board of the subsidiary of direct holding as indirect participant of subsidiary to make a decision about the issues mentioned in clauses 4.3.1 through 4.3.14 of the Articles of Association regarding the subsidiaries of indirect holding and their parts.

5. Council

5.1. The Council of the Company consists of 5 (five) Members of the Council, which is elected by the shareholders’ meeting. Members of the Council elect the Chairperson among themselves and 1 (one Deputy Chairperson of the Council.

5.2. The Council is elected for 5 (five) years.

5.3. The quorum of the Council shall be at least 4 (four) members of the Council present at the meeting.

5.4. The Council shall adopt its decisions if at least 4 (four) members of the Council vote for it with a vote “for”.

6. Shareholders' Meeting

6.1. Any of the shareholders of the Company, regardless of the number of shares owned by it, is entitled to initiate calling of the meeting of the Company’s shareholders.

6.2. The shareholders' meeting is entitled to adopt decisions if at least (one half) of the voting share capital of the Company is represented at the meeting, except the case stipulated in clause 6.4 of the Articles of Association.

6.3. Except provisions of clause 6.4 of the Articles of Association, the shareholders’ meeting of the company makes decisions through simplified majority of votes of the voting shareholders present.

6.4. The shareholder s' meeting is entitled to adopt decisions to amend he Articles of Association of the Company, to appoint and dismiss members of the Council, increasing or decreasing fixed capital, to terminate or continue, to suspend or resume operation of the Company, to liquidate and restructure the Company if 100% of the share capital of the Company are represented at the meeting. The decisions regarding issues mentioned in this clause shall be adopted if 100% of the voting share capital of the Company votes for them.

6.5. If the agenda of the meeting of the Company’s shareholders contains a matter/matters about which there is a consent of 100% of shareholders required and at least one of the shareholders is objecting against reviewing such matter, than the objecting shareholder is entitled to demand reviewing of this matter to be postponed to the next meeting of the Company’s shareholders, which should be called no sooner than in 90 (ninety) days after the initial shareholders’ meeting, but not later than in 100 (hundred) days after the initial shareholders’ meeting unless all the shareholders unanimously decide about calling the shareholders’ meeting sooner.

6.6. The shareholders are interested in efficient management and operation of the Company, and therefore they shall do everything possible in order to cooperate and contribute to that the decisions of meetings of the Company’s shareholders and Council are made as soon as possible based on the unanimity rule taking into account the long-term interests of the Company. Other rules, terms and procedures related to the management of the Company and other issues shall be determined by the agreement of the shareholders of the Company that is to be concluded in accordance with the procedures provided by the law.

7. Dividends and extraordinary dividends

7.1. The Company’s dividends are to be paid as money disbursement based on the decision of the shareholders’ meeting about distribution of profits.

7.2. The Company’s dividends can be determined and accounted also from the profit that is gained in the period after the end of previous reporting year (extraordinary dividends). The shareholders’ meeting makes a decision about determining extraordinary dividends no sooner than in three months after the previous decision of the shareholders’ meeting about disbursement of dividends. The board shall not call the meeting of shareholders if in accordance with the report on economic activities that is prepared for the period of disbursement of dividends the Company had no profit. In determining and disbursing the extraordinary dividends the meeting of shareholders and the Board shall follow the procedure of determining and disbursement of extraordinary dividends provided in the regulatory enactments.

Riga, 03 December 2019