ABLV Bank, AS, Articles of Association
1. Firm
The firm of the Company is ABLV Bank, AS.
2. Share Capital and Type of Shares
2.1. The share capital of the Company is LVL 21 085 500 (twenty-one million eighty-five thousand five hundred lats). The share capital of the Company consists of 140 570 (one hundred forty thousand five hundred and seventy) shares. The nominal value of each share is LVL 150 (one hundred fifty lats).
2.2. All shares are registered shares in dematerialized form.
2.3. 127 170 (one hundred and twenty-seven thousand one hundred and seventy) shares with nominal value of each share LVL 150 (one hundred fifty lats) are registered shares with voting rights. They provide equal rights to receive dividends, liquidation quota, as well as equal voting rights at meetings of shareholders.
2.4. 13 400 (thirteen thousand four hundred) shares with nominal value of each share LVL 150 (one hundred fifty lats) are employee shares. The following rights are attached to these shares:
1) they provide equal rights to receive dividends. The owners of employee shares have no voting rights, and they have no rights to receive liquidation quota;
2) these shares are allocated, free of charge, for the ownership of the members of the Company’s Board and to the Company’s employees, the list of which is compiled by the Company’s Chairman of the Board and approved by the Company’s Council, regarding which a respective record is made in the Company’s register of employee shares. Where position of (work performed by) the owner of employee shares is amended in the employment agreement or employment relations with the Company terminate, including because of death, or where the owner of employee shares is dismissed from the position of the Board Member or resigns from the same, including because of death, the Company’s employee shares become the property of the Company free of charge, regarding which a respective record is made in the Company’s Register of Employee Shares without the consent of the owner of employee shares;
3) Owners of the Company’s employee shares may not alienate employee shares to anyone except the Company. The employee shares may not be inherited and may not be owned by any person other than the Company’s employees or Board Members, or the Company itself. It is prohibited to pledge or otherwise encumber the employee shares with property rights or obligation rights.
3. Types of the Company’s Activities according to NACE
64.19 Other monetary intermediation;
64.91 Financial leasing;
64.92 Other credit granting;
64.99 Other financial service activities, except insurance and pension funding n.e.c.;
66.11 Administration of financial markets;
66.12 Security and commodity contracts brokerage;
66.19 Other activities auxiliary to financial services, except insurance and pension funding;
66.30 Fund management activities.
4. Board
4.1. The Company’s Board consists of 7 (seven) Members of the Board.
4.2. The Chairman of the Board and Deputy Chairman of the Board are appointed by the Council from among the Members of the Board.
4.3. At least 2 (two) Members of the Board together, one of them being the Chairman of the Board, are entitled to represented the Company.
5. Procuration
The Company’s procurator has the right to represent the Company together with at least 1 (one) Member of the Board.
6. Council
The Company’s Council consists of 3 (three) Members of the Council, one of them is the Chairman of the Council, and at least 1 (one) is the Deputy Chairman of the Council.
7. Meeting of Shareholders
7.1. A meeting of shareholders is entitled to adopt decisions provided at least ½ (one half) of the Company’s share capital is represented at the meeting, except the instance mentioned in clause 7.2 of the Articles of Association.
7.2. A meeting of shareholders is entitled to adopt decisions on amendments to the Company’s Articles of Association, on liquidation and reorganization of the Company provided at least ¾ (three fourths) of the Company’s share capital are represented at the meeting.
7.3. If an ordinary or extraordinary meeting of shareholders is not entitled to adopt decisions because it lacks the quorum stated in clauses 7.1 or 7.2 of the Articles of Association, a repeated ordinary or extraordinary meeting of shareholders is convened not later than within 40 (forty) calendar days after the day of convening the initial ordinary or extraordinary meeting of shareholders. The repeated ordinary or extraordinary meeting of shareholders is entitled to adopt decisions irrespective of the Company’s share capital represented at the meeting.
7.4. The notice on convening a repeated ordinary or extraordinary meeting of shareholders mentioned in clause 7.3 of the Articles of Association is announced not later than 30 (thirty) days before the planned meeting.
7.5. The repeated ordinary or extraordinary meeting of shareholders mentioned in clause 7.3 of the Articles of Association is entitled to review and adopt decisions only on the matters stated in the notice on convening the initial meeting of shareholders, except the instance mentioned in clause 7.6 of the Articles of Association.
7.6. The repeated ordinary or extraordinary meeting of shareholders mentioned in clause 7.3 of the Articles of Association is entitled to review and adopt decisions on the following matters also where those are not stated in the notice on convening the initial meeting of shareholders:
7.6.1. revocation of the council, auditor, company controller, liquidator, provided in case of revoking the council or liquidator a new council or liquidator is elected at the same meeting of shareholders;
7.6.2. bringing of a claim against members of the council and the board, company controller, liquidator, auditor, if the company’s annual report is reviewed at the same meeting of shareholders;
7.6.3. convening of a new meeting of shareholders.
8. Audit Committee
8.1. The Company’s Audit Committee consists of 3 (three) members, and one of them is an independent expert who meets the requirements set forth in the Republic of Latvia normative acts.
8.2. Members of the Company’s Audit Committee are elected for 3 (three) years. The work of the Audit Committee is managed by the Chairman of the Audit Committee elected by the members of the Audit Committee from among themselves.
8.3. The Audit Committee works in accordance with effective normative acts.
Riga, 8 March 2013
Ernests Bernis
Chairman of the Board
Aleksandrs Pāže
Member of the Board