JSC "Latvijas kuģniecība"                           17.03.2005



JSC "Latvijas kuģniecība" Board Receives Legal Opinion on the 

Situation in the Company



Today, March 17th, JSC "Latvijas kuģniecība"(Latvian Shipping 

Company -LSC))Board received a professional legal opinion on 

the current situation in the Company, prepared by A. Grūtup’s 

Sworn Attorneys Bureau. 



The legal opinion reads as follows:



“On the 11th February, 2005 the extraordinary general meeting of 

Shareholders (EGM) of the Latvian Shipping Company (LSC) took place. 

In the EGM participated shareholders, who together represented 

50.93% of the share capital of the LSC.  According to the Article 

270 and 273 of the Commercial law EGM was announced 30 day prior 

the EGM. According to the Item 5.1.1 of the Articles of Association 

of the LSC the EGM is entitled to take decisions if at least a half 

of the share capital participates in the EGM. So the EGM, which took 

place on the 11th February, 2005, was entitled to take decisions. 



In the EGM the new Supervisory Board was elected. Ten members were 

elected in the Supervisory Board - Mr. Peteris Putnins, Mr. Andris 

Linuzs, Mr. Vladimirs Solomatins, Mr. Uldis Pumpurs, Mr. Aldis Akis, 

Mr. Laimonis Junkers, Ms. Olga Petersone, Mr. Vladimirs Krastins, 

Mr. Ansis Sormulis and Mr. Mamerts Vaivads. On the 11th February, 

2005 in the first meeting of the Supervisory Board Mr. Uldis Pumpurs 

was elected as a Chairman of the Supervisory Board. 



According to the Article 306 of the Commercial law the members of the 

Management Board shall be recalled by the Supervisory Board. According 

to the Article 305 of the Commercial law members of the Management 

Board shall be elected by the Supervisory Board. On the 14th February, 

2005 new Supervisory Board recalled from their positions members of 

the Management Board Mr. Valerijs Godunovs, Mr. Aivars Enkuzens and 

Mr. Alvis Akmens. The Supervisory Board elected in the positions of 

the members of the Management Board Ms. Ilva Purena, Mr. Viktors 

Gavrilenko, Mr. Guntis Tirmanis and Ms. Solvita Deglava. The new 

Supervisory Board did not changed the scope of competence of 

Mr. Imants Vikmanis and entrusted him to continue to fulfill his 

obligations of both the member and the chairman of the Management 

Board.



According to the Article 284 (4) of the Commercial law a decision of 

a EGM in respect of the company (LSC), members of its Supervisory 

Board and its Management Board, the auditor, company controller 

and stockholders shall come into effect from the time of being 

taken if a different time period for the coming into effect of 

such decision is not specified in this decision or by law. In 

the resolution of the EGM on the election of the new Supervisory 

Board was stated that term of the duties of the members of the 

Supervisory Board should begin on the 11th February, 2005. 



Applying the Article 284 (4) of the Commercial law, the conclusion 

is that the resolution of the EGM and all resolutions of the new 

Supervisory Board and the new Management Board are in force and 

binding to the LSC, officials of the LSC and employees of the LSC 

from the date of the adoption of the resolutions, from the 11th 

February and 14th February, 2005. 



In the 14th February 2005, LSC submitted the above said resolutions 

of the EGM and Supervisory Board to the Register of the Enterprises 

of the Republic of Latvia (RE). On the 17th February, 2005, the state 

notary took decision to postpone the registration of above mentioned 

resolutions because with the ruling of the court of Central district 

of the Riga city prohibition to register the resolutions of the EGM, 

which was held on the 11th February, 2005, and new elected Supervisory 

Board and the Management Board, which was elected by the new Supervisory 

Board, was inscribed. The above mentioned prohibition is the only legal 

obstacle disturbing to register the resolution taken by the EGM, and 

the new Supervisory Board. 



According to the Article 12 of the Commercial law, records in the 

Commercial Register shall be in effect in respect to third persons 

from the date of their publication. If the information to be recorded 

in the Commercial Register has been recorded or has been promulgated 

incorrectly, a third person, in relation to the person in whose interests 

such information should have been recorded, may refer to the promulgated 

information, except in the case when the third person knew that the 

promulgated information does not correspond to the actual legal status 

or the information recorded in the Commercial Register.



According to the Article 286 (1) of the Commercial law, only a court 

may declare a decision taken by a meeting of stockholders as void. 

At present time the decisions of the EGM of the 11th February, 2005, 

have not been declared as void. 



Conclusion

1)	The resolution of the EGM, which took place on the 11th February, 

2005, including resolution on election new Supervisory Board, is in force 

and binding for the LSC, officials and employees of the LSC from the 

11th February, 2005.

2)	The resolution of the Supervisory Board on election of the new 

Management Board is in force and binding for the LSC, officials and 

employees of the LSC from the 14th February, 2005.

3)	Authorities of the Supervisory Board elected on the 11th February, 

2005 and the Management Board elected on the 14th February, 2005 are into 

effect at present time. Only court has rights to declare EGM as void.

4)	Since 11th February, 2005 LSC shall be entitled to take decisions 

by Supervisory Board elected by EGM:

a.	Mr. Uldis Pumpurs (chairman)

b.	Mr. Pēteris Putniņš, 

c.	Mr. Aldis Āķis, 

d.	Mr. Laimonis Junkers, 

e.	Mr. Vladimirs Krastiņš,

f.	Ms. Olga Pētersone, 

g.	Mr. Andris Linužs, 

h.	Mr. Vladimirs Solomatins, 

i.	Mr. Ansis Sormulis, 

j.	Mr. Mamerts Vaivads.



5)	 Since 14th February, 2005 LSC shall be managed and represented 

by Management Board elected by new Supervisory Board:

a.	Mr. Imants Vikmanis (chairman)

b.	Mr. Guntis Tīrmanis, 

c.	Ms. Ilva Purēna, 

d.	Ms. Solvita Deglava,

e.	Mr. Viktors Gavriļenko."





A.Grūtup’s Sworn Attorneys Bureau