State Defence Corporation, LLC member meetings and decisions

No.

Agenda

Decisions

1.1. To confirm the letter of expectation of the Ministry of Defence in the attached wording for the medium-term operational strategy of the State Defence Corporation, LLC for the period 2024-2027.

1.2. To instruct the Board of the State Defence Corporation, LLC to submit the draft budget for 2024 to the public shareholder by 30 April 2024.

1.3. To instruct the Board of the State Defence Corporation, LLC to develop a medium-term operational strategy of the State Defence Corporation, LLC for the period 2024-2027, taking into account the achievable financial and non-financial targets set out in the letter of expectation. (Protocol of the extraordinary meeting of the members of State Defence Corporation, LLC No PROT-12, 20.02.2024.)

1. Future tasks of State Defence Corporation, LLC
 

2. Other matters.

To instruct the Board of Directors of State Defence Corporation, LLC:
 

1.1. to submit to the Ministry of Defence an expanded budget and remuneration policy by 15 July 2024;
 

1.2. to develop a strategy for the implementation of the Rollo project and submit it to the Ministry by 15 July 2024;
 

1.3. to develop a medium-term operational strategy for the State Defence Corporation, LLC for the period 2025-2028 by 1 February 2025, taking into account the achievable financial and non-financial targets set out in the letter of expectation;
 

1.4. to develop and submit to the Ministry of Defence the internal control and risk management system of the Corporation by 15 August 2024. (Protocol of the extraordinary meeting of members No PROT-39, 01.07.2024.)

No.

Agenda

Decisions

1. Approval of the 2024 Budget and Remuneration Policy of State Defence Corporation, LLC;
    
2. Increase of the share capital of the Corporation.
    
3. Approval of the activities and addition to the strategic objective of the Capital Corporation.
    
4. Approval of amendments to the Articles of State Defence Corporation, LLC.

1.1 To approve the remuneration policy of the State Defence Corporation LLC in accordance with the clarifications provided by the MoD;

1.2. MoD to prepare a reply letter on the remuneration rules of the Corporation;

1.3. Not to approve the budget for 2024 submitted by State Defence Corporation LLC;
 
1.4. State Defence Corporation LLC to make the necessary adjustments to the 2024 budget in accordance with the MoD's instructions and proposals and to resubmit to the MoD by 31.07.2024;

2.1.To approve the increase of the share capital of State Defence Corporation LLC by EUR 1 100 000 (one million one hundred thousand euro, 00 cents) by way of a cash contribution by the sole member of State Defence Corporation LLC to the share capital of State Defence Corporation LLC, in return for a corresponding number of new shares;

2.2 The share capital of State Defence Corporation LLC after the increase shall be EUR 1 600 000 (one million six hundred thousand euro, 00 cents);

2.3. The new wording of points 2.1.-2.2 of the Articles of Association of the capital company shall be as follows;

2.3.1.The share capital of the Company shall be EUR 1 600 000 (one million six hundred thousand euro);

 2.3.2 The share capital of the Company shall consist of one million six hundred thousand shares, each share having a nominal value of EUR 1 (one euro);

3.1. To approve the the activities and and addition to the strategic objective of the State Defence Corporation Ltd;

3.2. For the MoD to update the letter of expectation of State Defence Corporation, LLC in accordance with the amendments made to the Ordinance;

4.1. To add a new activity to the Articles of Association of State Defence Corporation, LLC, point 1.2, as follows: "25.40 Manufacture of weapons and ammunition";

4.2. Amend point 1.3 of the Articles of State Defence Corporation, LLC to read as follows: 1.3. "The overall strategic objective of the Company is to manage investments in the national defence industry and to coordinate processes related to the development of military production, ensuring the establishment and production of production facilities, and promoting the development of the national defence industry and the continuity of its supply chains. If necessary, the Company shall obtain permits and licences for its activities provided for in the Law on Circulation of Arms, the Law on Circulation of Goods of Strategic Importance and other regulatory enactments;
 

4.3. Amend Paragraph 2.1 of the Articles of State Defence Corporation, LLC to read as follows: "2.1. The share capital of the Company shall be EUR 1 600 000 (one million six hundred thousand euro).;

4.4. The new wording of Clause 2.2 of the Articles of State Defence Corporation, LLC shall be as follows: "2.2 The share capital of the Company shall consist of one million six hundred thousand shares, and the nominal value of each share shall be EUR 1 (one euro)."

4.5. To approve the new wording of the Articles of State Defence Corporation, LLC.

No.

Agenda

Decisions

1. Approval of the 2024 budget of the State Defence Corporation, LLC;
2. Approval of the "ROLLO" project strategy;
3. Approval of the amendment to the MoD Letter of Expectation to the State Defence Corporation, LLC;   
4. Assessment of the performance targets to be achieved by the State Defence Corporation, LLC for 2024;     
5. Consideration of the 2025 budget submission deadline;
6. Other matters.

1.1 The MoD approves the distribution and total amount of the budget of the State Defence Corporation, LLC for 2024 (Annex 1);
 

2.1 The MoD takes note of the ROLLO project strategy as submitted (Annex 2);

2.2 The cost of the ROLLO project (Annex 3) is noted;

2.3 The strategy will be used for the preparation of the report and the Cabinet Order on the share capital increase and for obtaining exemptions;

3.1. To approve the changes to the Letter of Expectation of the shareholder of the State Capital ofState Defence Corporation, LLC (Annex 4);
 

4.1 To approve the performance targets for 2024 of the State Defence Corporation, LLC  (Annex 5) and to note that the State Defence Corporation, LLC will submit the structure and description of the Medium Term Performance Strategy 2025-2028 by 15 November 2024;
 
5. State Defence Corporation, LLC  to submit the budget for 2025 to the AM by 15.11.2024;

6.1 AM to review the internal control and risk management framework of State Defence Corporation, LLC;

6.2 To note that the Delegation Agreement is being agreed internally within AM and a draft will be sent to State Defence Corporation, LLC for agreement shortly.

1. Approval of the Internal Control and Risk Management Policy of State Defence Corporation, LLC;
2. Approval of the Auditor of State Defence Corporation, LLC.

1.1 The MoD approves the Corporation's Internal Control and Risk Management Policy. (Attachment 1).
1.2 For the Corporation to consider, within six months, the possibility of supplementing the policy with principles for the development of a risk rating scale.
2.1 To elect the limited partnership "S.VILCĀNES AUDITS" (Reg.No 40003192915, legal address: Pulkveža Brieža iela 15, Riga, LV-1010), license No 88 issued by the Latvian Association of Certified Auditors, as the auditor of the Corporation.
2.2 The Member of the Board of the Corporation to conclude an agreement with the limited partnership "S.VILCĀNES AUDITS" for the provision of audit services for the Corporation's 2024 annual financial statements (including the auditor's participation in the meeting of members when the issue of approval of the annual financial statements is to be discussed), setting the fee at EUR 1 950 (one thousand nine hundred and fifty euros), excluding VAT (Attachment No.2.).

No.

1.1 To elect Ingrīda Ķirse as a member of the board the State Defence Corporation, LLC;

1.2 The appointment to the board shall take effect on 2 December 2024; 

1.3 The board member shall be elected for a term of 5 (five) years;

1.4 The monthly remuneration of the board member of the Corporation shall be EUR 6500 (six thousand five hundred euro), exclusive of VAT.

1.5. MoD to conclude a mandate agreement with Ingrīda Ķirse for  her duties as a member of the board of the Corporation.

1.6. The board of the Corporation to ascertain and ensure registration of the necessary changes in the composition of the board of the Corporation in accordance with the procedure established by the laws and regulations of the Commercial Register Office.