Latvijas kuģniecība                                            01.11.2004.



DRAFT RESOLUTIONS of JSC Latvijas kuģniecība Repeated Extraordinary General 

Meeting (REGM) of Shareholders,to convene on November 15, 2004 



1. Item of Agenda. 

Conversion of JSC Latvijas kuģniecība shares

1)	To convert 10 000 (ten thousand) common registered shares without 

voting rights into dematerialised bearer shares, giving the bearer voting 

rights at the meetings of shareholders and the right to receive dividend and 

liquidation quota; to put the shares converted into circulation on the 

regulated market.

2)	To convert 199 990 000 (one hundred and ninety-nine million nine 

hundred and ninety thousand) common registered shares into dematerialised 

bearer shares, giving the bearer voting rights at the meetings of shareholders 

and the right to receive dividend and liquidation quota.

3)	To authorize JSC Latvijas kuģniecība Board of Directors to take 

all the required actions to effect item 1) and 2) hereof.

2. Item of Agenda. 

Registration of JSC Latvijas kuģniecība in the Commercial Register

To register JSC Latvijas kuģniecība in the Commercial Register. To resolve 

that all rights and obligations of JSC Latvijas kuģniecība, resolutions 

adopted by its managing bodies, as well as other circumstances relating to 

its business activity shall refer to JSC Latvijas kuģniecība  and remain 

effective also after JSC Latvijas kuģniecība registration in the Commercial 

Register.

3. Item of Agenda.	

Approval of the new Articles of Association 

1) 	To approve the new version of JSC Latvijas kuģniecība Articles of 

Association (_____ pages, Enclosure _____).

2) To resolve that new version of Articles of Association of JSC Latvijas 

kuģniecība shall become effective from the day, when registered by to the 

Register of Enterprises of the Republic of Latvia (the Commercial Register 

Authority). 

3) To authorise joint stock company JSC Latvijas kuģniecība Board of Directors 

to pass decision in order to eliminate reasons for postponement or refusal to 

register as stated in the decision of the Notary of the Register of Enterprises, 

by respectively amending new version of the Articles of Association of JSC 

Latvijas kuģniecība, in the case if the Notary of the Register of Enterprises of 

the Republic of Latvia (the Commercial Register Authority) has taken a resolution 

to postpone or decline entering JSC Latvijas kuģniecība into the Commercial 

Registry, and if such postponement or refusal is due to non-compliance of the new 

version of Articles of Association with the legislative acts of the Republic of 

Latvia or other defects, and the correction of the defects to the new version of 

the Articles of Association does not alter scope of rights and obligations of the 

shareholders.

4. Item of Agenda.

Miscellaneous.

1) To authorize Chairman of the Board of the JSC Latvijas kuģniecība 

___________________, p.c. _____________, to sign an Application to the Register 

of Enterprises of the Republic of Latvia (the Commercial Register Authority) to 

register the resolutions passed by JSC Latvijas kuģniecība repeated EGM of 

Shareholders in the Commercial Register, to ascertain an excerpt from the Minutes 

of this EGM, and to sign repeated application and / or complaint to the Register 

of Enterprises of the Republic of Latvia (the Commercial Register Authority) in 

the case of Application for the Registry being declined.;



2) To authorize ___________________________, p.c. _____________, to submit all the 

required documentation and supply the required explanations, if demanded, to 

register the resolutions passed by JSC Latvijas kuģniecība repeated EGM of 

Shareholders in the Commercial Register, and to take out the documents from the 

Register of Enterprises of the Republic of Latvia (the Commercial Register Authority).



D R A F T



Joint Stock Company

“LATVIJAS KUĢNIECĪBA”

ARTICLES OF ASSOCIATION

(new version)

1.	Firm

1.1.	Company firm is a Joint Stock Company “ LATVIJAS KUĢNIECĪBA”

2.	Equity capital and type of shares

2.1.	Equity capital of the Company is 200,000,000 LVL (two hundred million lats), 

made up from 200,000,000 (two hundred million) dematerialised bearer shares. Nominal 

value of one share is 1.00 LVL (one lat). All shares are of the same category, providing 

equal voting rights at shareholders general meetings, as well as rights to receive 

dividends and liquidation quotes.

3.	Board of Directors

3.1.	Board of Directors of the Company is made up from five Members of the Board. 

Chairman of the Board has been assigned full rights and he may represent the Company 

separately, without special authorisation and independently from other Board Members. 

Other Board Members have rights to represent Company only jointly with at least one 

other Board Member.

3.2.	Board of Directors acts in accordance with the Rules of the Board of Directors.

4.	Council

4.1.	Company Council consists of twelve members.

4.2.	Councils acts in accordance with the Council Rules.

5.	Other Provisions

5.1.	Shareholders meeting rights to take decisions:

5.1.1.	Shareholders Meeting has rights to take decisions, if at least half of the 

Company equity capital is represented there. Decisions are passed with majority of 

the represented voting shareholders approval, unless law requires higher share of 

votes. 

5.1.2.	If the Shareholders Meeting lacks quorum, recurrent Shareholders Meeting is 

to be announced within one month period. In such case Shareholders Meeting has rights 

to take decisions on all the items covered in Agenda regardless of the Company Equity 

capital represented.

5.2.	In accordance with the Cabinet of Ministers Decree Nr 642, from 27 December, 

2001 “On the Provisions for the Privatisation of the Joint Stock Company in 

privatisation “Latvijas Kuģniecība””, Articles of Association shall continue to 

contain the following provisions: 

5.2.1.	the Company shall be registered in the Republic of Latvia, and its management 

shall be located in Latvia; 

5.2.2.	Company shall retain the Company’s name “LATVIJAS KUĢNIECĪBA”;

5.2.3.	Company shall retain jobs at the shore units and on the ships owned by the 

Holding Company and the Holding Company’s enterprises, as well as shall not change 

the crew recruitment policy (crewing mainly by seamen employed at the Holding Company 

and the Holding Company’s enterprises - citizens and residents of Latvia). The Company 

shall ensure financial support to the Latvian Maritime Academy;

5.2.4.	Company shall retain its line of business and maintain its fleet, as well as 

invest funds in fleet renovation in order to maintain its competitiveness, to ensure 

the Company’s growth and increase the Company’s value. The Company’s ships may be sold 

in compliance with the generally accepted practice in the shipping business, as well as 

due to their ageing or in compliance with strategic decisions of the Company

5.2.5.	In accordance with the Cabinet of Ministers Decree, pursuant to the Cabinet of 

Ministers Order No. 394 “On the Debt Obligations of the State Stock Company in 

Privatisation “Latvenergo” and the State Stock Company in Privatisation “Latvian Shipping 

Company””, dated on 5th August 1998, neither the Company nor its stockholders, nor any 

other legal successors to the rights and obligations of the Company or its stockholders, 

shall have any right to any claims, objections or liabilities against the Stock Company 

in Privatisation “Latvenergo”, or to any legal successor to its rights and obligations, 

the Government of Latvia or any governmental institution, pursuant to the Council of 

Ministers Decision No. 89 “On Debts of Particular State Enterprises”, dated on 22nd 

February 1993, the Council of Ministers Decision No. 354 “On Payments of the State 

Enterprise “Latvenergo” to the State Enterprise “Latvian Shipping Company””, dated on 

6th July 1993, and the Cabinet of Ministers Order No. 568 “On Debts of the State Stock 

Company “Latvenergo””, dated on 11th October 1995

5.3.	In accordance with the Regulations Nr. 17/173 “Privatisation Regulations of 

the State Share Company for the Privatisation “Latvijas Kuģniecība” “, passed by the 

Board of the Privatisation Agency on January 18, 2002, Articles of Association shall 

continue to contain the following provisions:

5.3.1.	After the privatisation process, the Company shall act in accordance with 

Subsection 14.1 of the Privatisation Regulations;

5.3.2.	8% of shares owned by one shareholder or several shareholders jointly entitle 

to one seat at the Council of the Company.

5.4.	Board of Directors requires Council consent  to pass decisions on the following 

issues:

5.4.1.	approval of the annual regular budget, business plan and investment programme;

5.4.2.	approval of the Rules for the Board of Directors;

5.4.3.	acquiring participation in other companies and increasing or decreasing such 

participation;

5.4.4.	acquisition or alienation of undertakings;

5.4.5.	opening or closing of branches and representative offices;

5.4.6.	acquisition of immovable property, alienation or encumbering rights pertaining 

to property;

5.4.7.	concluding of such transactions as exceed the amounts specified in the Rules for 

the Board of Directors;

5.4.8.	issuing of such loans as are not related to the usual commercial activities of 

the company, issuing of sureties, conclusion of assignment agreements;

5.4.9.	issuing loans to employees of the company;

5.4.10.	starting new kinds of activities or ceasing existing activities.

5.5.	Shareholders Meeting can elect 5 (five) controllers to carry out internal 

audit and control for the period not exceeding 3 (three) years, as well as to set 

their remuneration.



JSC „Latvijas Kuģniecība”

Chairman of the Board 

I.Vikmanis