Andmed seisuga: 20.07.2024 23:02 (GMT+3)

On Resolutions of JSC "Ventspils nafta" AGM of shareholders

30.07.2004, Ventspils nafta, RIG

Today, on July 30, the Annual General Meeting of Ventspils Nafta has
considered all items included into the agenda of the Meeting, by
passing the resolutions concerning annual report of Ventspils Nafta for
2003; profit division of Ventspils Nafta for 2003; budget and business
plan of Ventspils Nafta for 2004; release from liability of the board
members of Ventspils Nafta for the activities in 2003; approval of
revised version of Ventspils Nafta's charter; Ventspils Nafta board
members; inclusion of Ventspils Nafta into commercial register;
conversion of Ventspils Nafta shares; election of a sworn auditor of
Ventspils Nafta for 2004.

The Annual General Meeting has approved the annual report of Ventspils
Nafta for 2003 as well as the consolidated report for 2003. Both
reports are prepared in accordance with the international book-keeping
standards, according to the legislation of the Republic of Latvia,
including widely accepted book-keeping principles.

The net turnover of Ventspils Nafta in 2003 reached 55.4 million lats.
Taking into account the external factor circumstances that influenced
the activities of the transit business companies of Ventspils Nafta in
2003 it was planned when preparing the budget of 2003 that net losses
of Ventspils Nafta in 2003 would make 9.4 million lats. Having
considered the profit division of Ventspils Nafta for 2003,
shareholders resolved that losses will be written off from the reserves
accumulated by income of Ventspils Nafta during previous years.

In accordance with the budget and business plan of Ventspils Nafta for
2004 as approved by AGM the operation income of Ventspils Nafta in this
year has been planned in the amount of not less than 55.5 million lats,
including parent company's income of 21.6 lats. According to the
forecast for 2004 Ventspils Nafta's income shall reach 176 thousand
lats, however, already now the preliminary results show that Ventspils
Nafta's income in the first half of the year significantly exceeds the
income's forecast, because a potential income for the period from
January to June 2004 is 1.2 million lats.

The economic results of the activities of Ventspils Nafta holding in
the first half of the year showed the stability of Ventspils Nafta,
confirming therefore the rightness of policy on Ventspils Nafta risk
diversification, as well as the return on investments into the spheres
of Ventspils Nafta activities other than transit business. In 2004 all
companies of the Ventspils Nafta holding have continued to work
actively and each of them has resulted in contributing into the total
prosperity and development of the holding, including the improvement of
the results of commercial and financial activities. Ventspils Nafta,
like in previous years, will be analysing the possibilities of
investing purposefully and profitably into new business spheres that
correspond with the interests of Ventspils Nafta' shareholders.

The Annual General Meeting has resolved to release from liability for
the activities in 2003 the former board members of Ventspils Nafta
Jānis Ādamsons, Ritvars Priekalns, Rolands Kalniņš, Aleksandrs
Antipins, Renārs Urbanovičs, as well as the existing board members
Aldis Āķis un Ilva Purēna.

The Annual General Meeting has approved the new version of Ventspils
Nafta's charter that has been revised according to the requirements of
the commercial law. The Meeting has also resolved to include Ventspils
Nafta into the commercial register, as well as to convert Ventspils
Nafta shares.

The revised version of Ventspils Nafta charter stipulates that from now
on the board of Ventspils Nafta shall have four members instead of five
and the Meeting has resolved to accept that the work of the board of
Ventspils Nafta shall be continued by four board members.

AGM has resolved that 300,000 common shares shall be converted without
voting rights into 300,000 bearer shares in a dematerialized form that
provide their owner with voting rights at annual general meeting, as
well as the rights to receive dividends and liquidation quotes. The
300,000 shares above upon the resolution of AGM shall be included into
the regulated market as these shares are the previously existing so
called board reserve shares that according to the requirements of the
law On Joint Stock Companies each member of the board had been obliged
to acquire. Since in accordance with the new norms of the commercial
law such board reserve shares are not required anymore, Ventspils Nafta
had to resolve on converting the former board reserve shares.

According to the norms of the commercial law the shareholders of
Ventspils Nafta have resolved that 60,298,121 common shares with voting
rights shall be converted into 60,298,121 bearer shares in a
dematerialized form that provide their owner with voting rights at
annual general meeting, as well as the rights to receive dividends and
liquidation quotes.

AGM has elected the sworn auditor Diāna Krišjāne to be the auditor for
the annual report of Ventspils Nafta for 2004 and consolidated report
for 2004 as well as resolved to conclude an agreement with the auditing
company Ernst & Young Baltic SIA.

For further information:
Gundega Varpa
Ph.: 7229182

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