Firm of the company is New Hanza Capital, AS.
2.1. The share capita l of the Company amounts to EUR 25,000,000 (twenty-five million euros). Company 's share capital consists of 25,000,000 (twenty-five million) 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.
68.20 Renting and operating of own or leased real estate.
70.10 Activities of head offices.
4.1. The Board consists of 3 (three) Members of the Board. At least 2 (two) Members of the Board represent the Company jointly.
4.2. 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:
4.3.1. On the acquisition of shareholding of the Company in other companies (including foundation of other companies), increasing, reduction and alienation of the acquired shareholding, re-structuring, termination of operations and liquidation of the referred to companies, initiation and termination of legal protection and/or insolvency proceedings;
4.3.2. signing of guarantee, pledge and lease agreements, as well as amendments to such signed agreements;
4.3.3. 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;
4.3.4. deciding on any matter, wherein , in accordance with the articles of association of a company, in which the Company has acquired shareholding, a consent of the Company as a shareholder is required;
4.3.5. provision of a consent of the Company as a shareholder to the approval of amendments to the articles of association and new wording of the articles of association of a company, in which the Company has acquired shareholding;
4.3.6. opening or closure of company's branches or representative offices.
5.1. The Council of the Company consists of 3 (three) Members of the Council, 1 (one) of which is the Chairperson of the Council and 1 (one) is the Deputy Chairperson of the Council.
5.2. The Council of the company makes decisions through simplified majority of voters present. If the votes are equal, the deciding is the vote of the Chairman.
6.1. The shareholders' meeting is entitled to adopt decisions if at least (one half) of the share capital of the Company is represented at the meeting, except the case stipulated in Clause 6.2 of the Articles of Association.
6.2. 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.
7.1. The Company carries long-term commercial activities on its behalf and for the purposes of obtaining profit.
7.2. In case of sale of shares, other shareholders of the Company shall have pre-emptive rights upon purchase of the shares being sold.
7.3. In case of sale of shares, the seller shall inform the Board of the Company about the sale of shares. Having received such notification, the Board immediately informs other shareholders about the possibility to use pre-emptive rights. The term for using the pre-emptive rights shall be one month counting from the day when the notification about sale of shares was submitted to the Board.
7.4. In case of the shares are pledged, the shareholder should in 3 (three) days after pledging the shares notify the Board of the Company about it. The Board of the Company shall make a note in the Shareholders’ Register about pledge of shares. If the shares are sold by executing pledge rights, the alienator or the transferee of the shares shall submit the transcript of the transaction (presenting the original copy), or a joint application of the transferee of the shares with the sale price indicated in it to the Board of the Company. In order to ensure the pre-emptive rights for other shareholders in case of sale of shares as a pledge, upon receiving the abovementioned application or a transaction transcript, the Board of the Company sends a notification to other shareholders about the right to use pre-emptive rights. The execution of pre-emptive rights shall be carried out in accordance with the procedures provided in Clause 7.3.
Riga, 27 April 2018