Andmed seisuga: 22.07.2024 17:19 (GMT+3)

Resolutions of JSC "Ventspils nafta" AGM

30.07.2003, Ventspils nafta, RIG



Today, on 30 July 2003, JSC Ventspils Nafta AGM of shareholders
reviewed and took resolutions on all the agenda items: approval of JSC
Ventspils Nafta Annual Report of 2002; discharge of Management Board
members from liability for 2002 operations; distribution of profit made
in 2002; budget and business plan for 2003; election of a sworn auditor
for 2003; amendments to JSC Ventspils Nafta Charter; changes in JSC
Ventspils Nafta Management Board; establishment and introduction of the
internal audit division; elections of JSC Ventspils Nafta Supervisory
Board.

The shareholders' meeting approved Management Board Report and
Consolidated Report on performance in 2002 as well as JSC Ventspils
Nafta Annual Report for 2002 and Consolidated Annual Report for 2002,
prepared in accordance with the laws and accounting principles of the
Latvian Republic as well as International Accounting Standards.
According to the audit report, the net turnover of JSC Ventspils Nafta
reached LVL 28.1 million and net profit amounted to LVL 2.7 million.
The turnover of Ventspils Nafta group for the same period amounted to
LVL 65.9 million.

As it was mentioned in the Management Board Report by Mamerts Vaivads,
Chairman of Supervisory Board, and Jānis Ādamsons, President, the year
2002 was undeniably one of the most complicated years in the entire
history of JSC Ventspils Nafta, since the company had to operate under
continuous impact of adverse external pressure. However, despite of the
adverse impact of external political and economic factors on Ventspils
Nafta business, the year 2002 proved the expediency of the risk
management measures commenced in the previous years.

The AGM of shareholders resolved to release the former Management Board
members Igors Skoks, Olafs Berķis and Jeļena Biktaševa, as well as the
present Management Board, namely, Jānis Ādamsons, Ritvars Priekalns,
Aldis Āķis, Alexander Antipin and Rolands Kalniņš from liability for
2002 operations.

Discussing the distribution of 2002 profits, the shareholders resolved
to transfer a part of the profit, LVL 1 805 859, to reserves -
according to the law of the Republic of Latvia "On Annual Reports", and
to distribute the remaining profit made in 2002, amounting to LVL 922
936.60, as dividends. The shareholders resolved to complement the
amount to be paid in dividends by LVL 121,258.59 from other reserves,
to be able to pay LVL 0.01 per share in dividend. Thus, the total
dividend amount is 1,044,195.19 LVL. September 1, 2003 is the dividend
record date and September 5, 2003 is the payment date.

The AGM of shareholders approved JSC Ventspils Nafta budget and
business plan for 2003, where business revenues amount to LVL 38.4
million and net profit amounts to LVL 18,000. The approved budget does
not include any potential revenues from transshipment of crude oil by
pipeline, therefore if differs from the Supervisory Board forecasts
released in January of this year, where bottom-line transshipment
volume of crude oil exported by pipeline was foreseen, and the profit
expectations were LVL 40,000. However, due to increase in volumes of
crude oil and oil products transported by railway, JSC Ventspils Nafta
expects to make a profit this year as well.

The shareholders' meeting elected sworn editor Diāna Krišjāne a
Ventspils Nafta as certified auditor for 2003 Annual Report and
Consolidated Annual Report, and resolved to sign an agreement with
Ernst & Young Baltic SIA.

The shareholders resolved to approve amendments to the Charter of JSC
Ventspils Nafta, supplementing the existing business lines with the
holding company business. The above supplements arise from the
necessity to improve the management and supervision structures of JSC
Ventspils Nafta group. Separating the central holding company functions
and splitting up the group companies according to their business areas
will significantly improve the financial accounting, utilisation of
resources and increase the value of each individual company as well as
the group as a whole. As JSC Ventspils Nafta, following the auditors'
recommendations, has approved a new conception for setting up the
internal audit division. The amendments to the Charter approved by the
AGM include dismissal of the acting Auditing Committee.

Due to the formation of JSC Ventspils Nafta's new daughter company SIA
Ventspils Nafta Terminals, which, according the model of improvement of
JSC Ventspils Nafta concern management system, will take over the crude
oil and oil products transshipment functions, the AGM resolved to
revoke the Management Board members Rolands Kalniņš (Technical
Director) and Alexander Antipin, Commercial Director, from 31 August
2003. Further on they will work in the Management Board of SIA
Ventspils Nafta Terminals. The meeting resolved that Ilva Purēna, Head
of the Legal Department, and Renārs Urbanovičs, Head of the Investment
Management Department will work as JSC Ventspils Nafta Management Board
members from September 1, 2003 for a 3-year term.

The AGM resolved to release the Auditing Committee from 31 July 2003 in
accordance with the above amendments to the Charter. The meeting
charged Supervisory Board with the task to set up internal audit
division by August 31.
The AGM elected the new Supervisory Board for a 3-year term. The new
Supervisory Board has its mandate starting from August 1, 2003: this
will allow to eliminate the costs of convening a new general meeting
after October 28, when the mandate of the previous Supervisory Board
would expire. The members of JSC Ventspils Nafta Supervisory Board are:
Mamerts Vaivads, Jānis Blaževičs, Vladimirs Solomatins, Uldis Pumpurs,
Vladimirs Krastiņš, Ansis Sormulis, Ivars Pāže, Eižens Cepurnieks,
Mārtiņš Jansons, Romāns Mežeckis, Voldemārs Strīķis.

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