1.       To  approve  the Management Report and consolidated reports on

2002 performance;



2.       To  approve  JSC  "Ventspils nafta" Annual Report for 2002 and

consolidated  annual  report  for 2002, prepared in compliance with the

laws  "On  company  Annual  Reports", "On consolidated Annual Reports",

Latvian GAP, IAS and "Ventspils nafta" 2002 budget;



3.      To discharge from liability:



a)      for  company operations between January 1, 2002 and July 26 the

Management  Board  members revoked starting with July 26, 2002 with the

resolution  of  extraordinary  meeting  of  shareholders - Igors Skoks,

Olafs Berķis and Jeļena Biktaševa;



b)      for  company  operations between July 26, 2002 and December 31,

2002  -  the Management Board members elected on July 26, 2002 with the

resolution  of  extraordinary  meeting  of  shareholders  - Aldis Āķis,

Aleksandrs Antipins and Rolands Kalniņš;



c)      for company operations in 2002 - Management Board members Jānis

Ādamsons and Ritvars Priekalns.



4.       To  distribute  the  year  2002  profit of LVL 2,728,795.60 as

follows:



a)      to  retain undistributed part of the profit, LVL 1,805,859, and

to transfer to reserves - Article 39.5 of the law "On Annual Reports";



b)     to distribute the remaining part of 2002 profit, LVL 922,936.60,

in  dividends.  Since the amount per share is LVL 0.0008, to complement

the amount with LVL 121,258.59 from other reserves. To pay dividend LVL

0.01 per share, the total amount is LVL 1,044,195.19.



Dividend  record  date  shall be September 1, 2003 and dividend payment

date shall be September 5, 2003.



5.       To  approve  JSC "Ventspils nafta" 2003 budget and operational

plan. Management Board is charged with the task to elaborate the budget

in  detail  and  to make adjustments, harmonising them with Supervisory

Board in advance.



6.       To  elect  certified auditor Diāna Krišjāne (licence #124) the

auditor  for  "Ventspils nafta" Annual Report for 2003 and consolidated

annual report, and to sign an agreement with SIA "Ernst&Young Baltic";



7.      To approve the amendments to JSC "Ventspils nafta" charter;



8.       Following  the  request of Rolands Kalniņš, to revoke him from

the position of Management Board member starting with August 31, 2003.



Following  the  request  of Aleksandrs Antipins, to revoke him from the

position of Management Board member starting with August 31, 2003.



The  two  individuals  will be discharged from liability for operations

between  January  1  and  August  31, 2003 after the approval of Annual

Report for 2003;



9.       To  elect  Ilva  Purēna  and Renārs Urbanovičs Managment Board

members for a 3-year period.



10.  To be advised that Management Board has developed and reviewed the

internal  audit  division conception, and has approved it in principle.

To  charge  Supervisory  Board  with  the  task  to make internal audit

division  operational starting with August 31, 2003. To revoke Auditing

Committee  members  Vladimirs Solomatins, Dzintars Kašs, Eva Jurkevica,

Ilona  Pavāre,  Dace Kaņepe from their positions starting with July 31,

2003, due to the changes in company Charter.



11.   To elect Supervisory Boar for a 3-year period: Eižens Cepurnieks,

Mārtiņš  Jansons,  Romāns Mežeckis, Voldemārs Strīķis, Mamerts Vaivads,

Jānis   Blaževičs,   Vladimirs  Solomatins,  Uldis  Pumpurs,  Vladimirs

Krastiņš,  Ansis  Sormulis, Ivars Pāže. Supervisory Board mandate opens

on  August  1,  2003.  Supervisory Board remuneration pool shall be LVL

30,000 per month.