Excerpt from the minutes of the ordinary shareholder's meeting on 28th of November of SAF Tehnika

Aira Loite 
COO, Member of the Board 
+371 67 046 840 
Aira.Loite@saftehnika.com

1. Regarding denomination of shares from lats to euro and amendments to the Articles of Association.

1.1.To carry out denomination of shares of joint stock company “SAF Tehnika” from lats to euro, by fixing that the share capital after the denomination is divided into 2’970’180 (two million nine hundred seventy thousand one hundred eighty) shares with each share’s nominal value of EUR 1.40 (one euro and forty cents).

1.2.To fix that that the denomination calculation date of shares of joint stock company “SAF Tehnika” is 15^th working day counting from date when new Articles of Association are approved in in Register of Enterprises of the Republic of Latvia.

1.3.To divide the value (positive difference) arising as a result of denomination of shares of joint stock company “SAF Tehnika” from lats to euro in the amount of EUR 67’933.39 (sixty-seven thousand nine hundred thirty-three euro and 39 cents) as follows:

1.3.1. to the reserves of joint stock company “SAF Tehnika” EUR 8529.79 (eight thousand five hundred twenty-nine euro and 79 cents)

1.3.2. to pay out for “SAF Tehnika” shareholders 0.02 (two cents) per each share; in total payout for shareholders amounts to EUR 59’403.60 (fifty-nine thousand four hundred three euro and 60 cents)

1.4.To approve the following amendments to the Articles of Association of joint stock company “SAF Tehnika”,

1.4.1. By expressing Clause 2.1 of the Articles of Association in a new wording:

“The share capital of the Company shall be EUR 4’158’252 (four million one hundred fifty eight thousand two hundred fifty two euro) which consists of 2’970’180 (two million nine hundred seventy thousand one hundred and eighty) shares. All shares shall be issued as securities.”

1.4.2. By expressing Clause 2.2 of the Articles of Association in a new wording:

“The par value of each share is EUR 1.40 (one euro and forty  cents). The share is indivisible.”

1.4.3. By including a chapter “3a. Extraordinary dividends” in a following wording:

“The Company can pay extraordinary dividends.

The Board shall convene a shareholders meeting to decide on the extraordinary dividend payout, if it receives a corresponding application from shareholders and those shareholders represent not less than 50% and one share of the Company's share capital.

The Board has rights to convene a shareholders meeting on the payout of extraordinary dividends on its own initiative, if it sees the financial or operational reasons.”

2. Approve the annual report of “SAF Tehnika” JSC and consolidated annual report of “SAF Tehnika” JSC and release the Board of Directors from responsibility for financial year 2013/2014. 

3. Pay dividends in amount of EUR 0.04 (four cents) per share or altogether EUR 118 807.20 (one hundred eighteen thousand eight hundred seven euro and twenty cents), but the remaining profit from financial year 2013/2014 retain as Jsc.”SAF Tehnika”’s retained earnings.

The record date is 15th December 2014. The payment date of dividends 22nd December, 2014.

4. Appoint KPMG Baltics SIA as the auditor of the “SAF Tehnika” JSC for the financial year 2014/2015 and determine the maximum remuneration for the auditor of the Annual Reports for the financial year 2014/2015 in the amount of EUR 12’000 (twelve thousand euro ), not including taxes provided by the legislative acts. Authorize the Board to sign the contract with the elected auditor for audit of the Annual Reports of „SAF Tehnika” JSC for the financial year 2014/2015. 

Aira Loite 

COO, Member of the Board 

+371 67 046 840

Aira.Loite@saftehnika.com

Draft resolutions of ordinary shareholder's meeting on 28th of November, 2014 of SAF Tehnika JSC can be found in pdf document seen below.

Attached: Draft resolutions 28th of November

Additional information:
Aira Loite  
COO, Member of the Board  
+371 67 046 840  
Aira.Loite@saftehnika.com

For the attention of shareholders of „SAF TEHNIKA” JSC

The Board of Directors of “SAF Tehnika” JSC (Reg.No.40003474109, legal address: 24a, Ganibu dambis, Riga, LV-1005, Latvia) informs that it convenes a regular shareholders’ meeting on 28th November 2014 at 10.00 a.m., at “SAF Tehnika” JSC meeting room (24a, Ganibu dambis, Riga, Latvia).

Agenda:

1. Denomination of shares from lats to euro and amendments to the Articles of Association.

1. Approval of the annual report for the financial year 2013/2014 and release the Board of Directors from responsibility for financial year 2013/2014;
2. Taking a decision regarding distribution of FY 2013/2014 profit
3. Appointment of the auditor for the financial year 2014/2015 and determination of reward for the auditor.

It is foreseen to accept amendments to the Articles of Association about payout of extraordinary dividends and due to the denomination of nominal share value from lats to euro. Planned date of denomination: 15th (fifteenth) working day counting from date when new Articles of Association are approved in the Register of Enterprises of the Republic of Latvia.

Shareholders and their representatives can submit draft decisions regarding the issues of the agenda to be discussed on the shareholders meeting until 3^th November 2014 at “SAF Tehnika” administration (Ganibu dambis 24a, Riga, LV-1005) every working day from 9.00 a.m. to 5.00 p.m.

Draft resolutions on the issues of the agenda to be discussed on the shareholders meeting will be published on 14^th November 2014. Draft resolutions will be available also on company’s webpage www.saftehnika.com, as well as at “SAF Tehnika” administration (Ganibu dambis 24a, Riga, LV-1005) every working day from 9.00 a.m. to 5.00 p.m.

Total number of shares with a right to vote amounts to 2 970 180 (two million nine hundred seventy thousand one hundred eighty).

Shareholders can participate personally or delegate a representative.

Only persons or entities which are shareholders on the date of record will be entitled to participate in the shareholders’ meeting. The date of record is 21 November 2014.

Registration of participants will take place at the venue on the day of the shareholders’ meeting – on 28^th November 2014 from 9.30 a.m. until 10.00 a.m.

Shareholders at the registration have to present passport or other identification document.

Representatives of shareholders at the registration have to show a power of attorney witnessed by a notary or a power of attorney legally equal to that and passport or other verifying document. The template of the power of attorney is available on company’s webpage www.saftehnika.com.

The Board of “SAF Tehnika” JSC

Edgars Dudko

Public Relations Specialist
+371 67 046 838, edgars.dudko@saftehnika.com

Attached:

Amendments to the Articles of Association of the Joint Stock Company SAF Tehnika;

Articles of Association of the Joint Stock Company SAF Tehnika

Amendment.