Latvijas Gaze                                                  24.11.2004.



Draft decisions of EGM of Shareholders of JSC “Latvijas Gaze" to be held 

on December 3, 2004



Agenda:

1.About approval of JSC "Latvijas Gaze" budget for the year 2005.

2.About conversion of shares of JSC "Latvijas Gaze".

3.About registration of JSC "Latvijas Gaze" in the Commercial Register.

4.About amendments to the Articles of Association of JSC "Latvijas Gaze".

5.About composition of Management Board of JSC "Latvijas Gaze".

6.Other questions related to registration of JSC "Latvijas Gaze" in

the Commercial Register.



Item No. 1 of agenda

About approval of JSC "Latvijas Gaze" budget for the year 2005.

To approve "JSC "Latvijas Gaze" budget for the year 2005".

 

INFORMATION 

About JSC "Latvijas Gaze" budget for 2005 and business plan Company's most 

important activities in year 2005

The activities of JSC "Latvijas Gaze" in year 2005 will be directed for 

achievement of the following goals:

1.reliable and uninterruptible natural gas supply to all the customers in 

the requested volumes and quality provided for by the contract;

2.cooperation with state institutions on meeting the demands of European

Parliament and Council Directive 2003/55/EK (26.06.2003) on common rules 

regarding internal natural gas market;

3.improvement of clients' service;

4.completion of installation of reserve compressor in Incukalna UGS;

5.estimation of results of inline diagnostics of gas transmission pipelines Pskow-

Riga and Riga-Daugavpils;

6.work on Incukalns UGS, natural gas transmission and distribution system

reconstruction and supply system expansion.



Company's most important activities plan in 2004

1.Capital investment program

Capital investment program for year 2005 is prepared by taking into consideration 

fulfillment of conditions of licenses issued by Energy Regulation Council, three 

years investment program submitted and accepted by Public Service Regulation 

Commission during the tariffs' approval process, implementation of measures, 

regulations, defect statements connected to safety issues prepared by other 

supervision institutions (fire safety, environmental protection, sanitary inspection) 

and Gazobezopasnostj.

In year 2005 it is foreseen to invest Ls 24,88 million. Capital investment program 

priorities in year 2005 will be:

Installation of reserve compressor and CS-1 construction, CS-2 building renovation, 

completion of construction of methanol storage and piping and reconstruction of power 

supply system as well as commence of reconstruction of Incukalns UGS wells (4) and 

Gas Collecting Station GCS-1 (46,9 %);

Construction of gas distribution pipes, connection of new towns and villages (32,8 %);

Completion of reconstruction of Gas Regulation Stations (10) (2,9 %);

Development of Information Technologies (IT) and systems, including development of 

clients' accounting and service system and continuation of the work on common gas 

network digital map (2,6 %);

Replacement of vesicles and mechanisms (3,2 %).

It is planned to construct 218,2 km of gas pipelines in year 2005, incl. 19 km of 

gas transmission pipe to Rezekne and 199.2 km of gas distribution pipelines. 2500 

individual houses and 1400 flats will be connected to natural gas supply system.



2.Natural gas sales in year 2005

According to operative prognosis natural gas sales in year 2004 will reach 1 630 

mil.nm3 and will be on 2003 level.

According to information obtained during consumers' inquiry there are requests 

received on supply of 1 730 mio.nm3. This volume corresponds to calculated consumption 

volume at average temperature during last 10 years. However, taking into consideration 

polar air temperature tendencies during last years as well grounded gas sales volume 

in draft budget for year 2005 is considered 1 650 mil.nm3.

It is necessary to mention that in 1st quarter of year 2004 the average air 

temperature was by 2,5 °C lower than last five-year average for 1st quarter and by 

0,4 °C lower than in 1st quarter of 2003.

JSC "Latvijas Gaze" budget income prognosis from gas sales is comprised taking into 

consideration the tariffs determined by PSRC 09.04.2003. order No. 105 "On JSC 

“Latvijas Gaze" natural gas tariffs' project" with heavy fuel oil sulphur content

3,5 % at average quotation BARGES FOB ARA - above 140 USD/t and conditions of 

individual contracts for new customers. Gas purchase price is calculated according 

to conditions of gas delivery agreements, forecasted gas flows and heavy fuel oil 

with sulphur content of 1% price BARGES FOB ARA - 170 UST/t.

3.Average number of employees

There were 1270 employees working for the Company in 2004, but in year 2005 it is 

planned to employ 1315 persons.

Increase of the number of employees is connected to increase of the length of 

serviced pipelines and number of equipment due to new connections and new personnel 

for Contact center. New working places in 2005 will have to be made in structural 

units of operation and maintenance and sales because rapid increase of number of 

clients and limited number of employees may adversary influence quality and 

operability of furnished services.



JSC "Latvijas Gaze" year 2005 budget most important financial indices 



1. Natural gas sales

In year 2005 natural gas sales will contribute Ls 121,1 million revenue, which 

in total net turnover will comprise 96,7 %. To the households will be sold 7,2% 

of gas, generating 11,6 % of natural gas sales revenues.

When elaborating gas flow balance for Incukalns UGS for year 2005 it is planned 

for to inject 2 000 mio.nm3 of gas in storage in summer , including for needs of 

other countries 875 mio.nm3, but withdraw 2 029 mio.nm3, including for needs of 

other countries 957 mio.nm3, which will generate revenue of Ls 3,67 million for 

the company.

JSC "Latvijas Gaze" revenue from basic activity for year 2005 is planned for 

in the amount of LVL 125 275 thousand., but expenditures in the amount of - 

LVL 113 937,9 thousand.

 

2. Company's profit

In year 2005 profit before taxes is planned for in the amount of Ls 11 million, 

but after payment of immovable property tax and enterprise income tax Ls 8,2 million.

In year 2005 profit changes, comparing to last years when with the lower gas sales 

volumes net profit was higher, is connected to increased depreciation due to 

revaluation of fixed assets and increased expense for natural gas purchase.



For approval:

JSC "Latvijas Gaze"

Extraordinary General Meeting of Shareholders

3 december 2004



JSC "Latvijas   Gaze" budget for the year 2005 (thousand LVL)

 

	Index	                        Budget

1.	Income   TOTAL	                126 042.8

	incl. from basic activities	125 275.0

2.	Expenses   TOTAL, incl. Taxes   115 037.9

	incl. from basic activities	113 937.9

3.	Profit before tax	         11 004.9

4.	Taxes	                          2 769.9

	incl. corporate income tax        1 249.9

5.	Profit   of the Company	          8 235.0



Capital investment (thousand LVL) 24880.0

Number of employees (people) 1315



Accepted :

The minute of meeting of the Supervisory Board # 4 (2004)at 19.november 2004

The minute of meeting of the Board of the Directors #38(2004)at 2.november 2004



Chairman of the Board of Directors A.Davis



Item No. 2 of agenda

About conversion of shares of JSC "Latvijas Gaze".

To convert 2 500 (two thousand five hundred) common shares without voting rights, 

which are reserved to the Management Board into dematerialised bearer shares, 

giving the owner voting rights at the meetings of shareholders and the right to 

receive dividends and liquidation quota.

To put 2 500 (two thousand five hundred) bearer shares converted into circulation 

on the regulated market.

To convert 25 326 020 (twenty five million three hundred twenty six thousand twenty)

common registered shares with voting rights, which are put into circulation on the 

regulated market, into 25 326 020 (twenty five million three hundred twenty six 

thousand twenty) dematerialised bearer shares, giving the owner voting rights at 

the meetings of shareholders and the right to receive dividends and liquidation quota.

To authorize Management Board of JSC "Latvijas Gaze" to take all the required 

actions to effect the share conversion and to put the shares into circulation 

on the regulated market.



Item No. 3 of agenda

About registration of JSC "Latvijas Gaze" in the Commercial Register.

To register JSC "Latvijas Gaze" in the Commercial Register. To resolve that all rights 

and obligations of JSC "Latvijas Gaze", resolutions adopted by its managing bodies, 

as well as other circumstances relating to its business activity shall refer to JSC 

"Latvijas Gaze" and remain effective after JSC "Latvijas Gaze" registration in the 

Commercial Register.

 

Item No. 4 of agenda

About amendments to the Articles of Association of JSC "Latvijas Gaze".

To approve "Amendments to the Articles of Association of JSC "Latvijas Gaze"" on 9 

pages.

To prescribe that amendments to the Articles of Association of JSC "Latvijas Gaze" 

shall become effective from the moment of registration in the Register of Enterprises 

of the Republic of Latvia (an administrative institution of the Commercial Register).

If state notary of the Register of Enterprises of the Republic of Latvia (an 

administrative institution of the Commercial Register) has made the decision to 

suspend or refuse the registration of JSC "Latvijas Gaze" in the Commercial Register

and if such suspension or refusal is related to unconformity of amendments to the 

Articles of Association of JSC "Latvijas Gaze" to legislative acts of Republic of 

Latvia or other imperfections and, if elimination of the imperfections do not change 

the scope of rights and liabilities of shareholders, authorise Management Board of 

JSC "Latvijas Gaze" with its decision to eliminate reasons of the suspension or refusal 

of the registration, which are mentioned in the decision of the state notary of the 

Register of Enterprises of the Republic of Latvia (an administrative institution of 

the Commercial Register), approving respective amendments to the Articles of Association 

of JSC "Latvijas Gaze".



Draft, 19 November 2004

Amendments to the Articles of Association of JSC "Latvijas Gaze"

1.Replace in the name of Section I the word "Company" with the word "Firm".

2.Replace in 1.1 the words "joint stock company "Latvijas Gaze" (hereinafter

referred to as "Company") is a company "with the words "The firm of the

company is the joint stock company "Latvijas Gaze" (hereinafter referred to as

"Company"), which is a capital company,".

3.Delete 1.2, accordingly change the numeric sequence of clauses.

4.In the whole text of the Charter change the words "The Meeting"(in respective

case), "General Meeting" (in respective case) and the words "General Meeting of

Shareholders" (in respective case) with words "Meeting of Shareholders" (in

respective case).

5.In 2.1 delete the words «under the laws of the Republic of Latvia "On

Entrepreneurial Activities",  "On Joint Stock Companies",  "On Energy" and

other».

6.Delete 2.2, accordingly change the numeric sequence of clauses.

7.Delete 2.11, accordingly change the numeric sequence of clauses.

8.Delete clause 2.13.

9.Word   the   name   of   Section III  as: “TYPES OF COMMERCIAL ACTIVITIES”.

10.Change in 3.1 the words "natural gas and liquefied gas to consumers and" to

words "gas and energy to consumers, as well as".

11.Word 3.2 as follows:

"3.2. The main types of activities of the Company according to the General 

Classification of Economic Activities (NACE) are as follows:

1)production of gas and distribution of gas along gas mains (40.20),

including acquire, transportation of all types, distribution and sale of

natural gas; (wholesale and retail sale);

2)other retail sale in specialized shops (52.48), other retail sale outside

shops   (52.63),   including   supply   of   liquefied   gas,   retail   sale,

transportation of all types, import, export, transit and distribution of

gas;

3)retail sale of car petrol (50.5), including gas retail sale of natural gas

and liquefied gas as car petrol;

4)wholesaling of solid, liquefied and gaseous petrol and similar products

(51.51), including wholesale of natural gas and liquefied gas and

wholesaling of natural gas and liquefied gas as car petrol;

5)pipe transmission transportation (60.3), including transportation of

natural gas along gas mains, import of natural gas, export and transit of

natural gas;

6)storage and warehouse management (63.12), including storage of

natural and liquefied gas;

7)services and advice in the area of architecture and projecting (74.2),

including projecting, construction supervision and management of all

external and internal systems of gas mains  and systems  of gas

transmission and distribution;

8)general  construction of buildings  and engineering-technical works

(45.21), including construction and assembly works on all external and

internal systems of gas mains and systems of gas transportation;

9)plumbing   and  technical   works   (45.33),   including   transportation,

processing,   storage,   distribution   of   natural   and   liquefied   gas,

installation,   regulation   and   operation   of  equipment   and   control

mechanisms for quantity and quality of natural gas;

10)other works for assembly of engineering systems (45.34);

11)production, distribution and sale of electricity (40.1);

12)other activities in the area of health protection of humans (85.14);

13)transportation by trucks (60.24), including commercial conveyances

by truck and international commercial conveyances by truck;

14)other  road  passenger  transportation  (60.23),   including  passenger

commercial conveyances."

12. To word clause 4.1. as follows:

,,4.1. The share capital of the Company is LVL 39,900,000 (thirty nine million 

nine hundred thousand lats). The share capital of the Company is formed by 

39,900,000 (thirty nine million nine hundred thousand) shares. The nominal 

value per one share is LVL 1.00 (one lat)."

13.To add new clause 4.2. and to word as follows:

"4.2. All 39,900,000 (thirty nine million nine hundred thousand) shares of the 

Company give their shareholders equal rights, particularly rights to receive 

dividends and liquidation quotas, as well as voting rights at the Meeting of 

Shareholders."

14.To word clause 4.3 as follows:

"4.3. 14,573,980 (fourteen million five hundred and seventy-three thousand nine 

hundred and eighty) shares of the Company are registered shares. 25,326,020 

(twenty-five million three hundred and twenty-six thousand and twenty) shares 

of the Company are bearer shares which are publicly traded."

15.To word 4.4 as follows:

«4.4. All shares of the Company are dematerialized shares.»

16.To word 4.5. as follows:

"4.5. The share capital of the Company may be increased or reduced on the basis 

of a decision of the Meeting of Shareholders, in which regulations for an 

increase or reduction of the share capital shall be approved, and amendments to 

the Charter of the Company made."

17.Delete clause 4.7.

18.To word 5.1 as follows:

5.1. The Company may issue shares and convertible bonds.»

19.Delete 5.2, accordingly change the numeric sequence of clauses.

20.To word 5.3 as follows:

«.5.2. The Meeting of Shareholders determines the volume, timing, conditions and 

other issues related to the emission of the Company's shares and approves the rules 

and prospectus of the emission. The emission and distribution of the shares is 

carried out by the Board of Directors in accordance with the procedures set forth 

by the Meeting of Shareholders.

In respect of the securities of the Company being on public sale, the Board of 

Directors has to comply with the obligations prescribed in the Law On the Market 

of Financial Instruments and the obligations of an issuer, except for the duties 

and obligations, which are in the competence of the Meeting of Shareholders or 

the Supervisory Board."

21.Delete 5.4., accordingly change the numeric sequence of clauses.

22.To word 5.5 as follows:

«5.3. Information on the owners of registered shares, as well as transfers of 

the registered shares shall be recorded in the shareholders' register of the 

Company. The holders of the registered shares obtain the rights of the shareholder 

only upon registration with the shareholders' register.

The rights arising from the bearer shares belong to the person who holds these

bearer shares.»

23.Delete 5.6, accordingly change the numeric sequence of clauses.

24.Delete 5.7, accordingly change the numeric sequence of clauses.

25.To word 5.8 as follows:

«5.5. The acquirer of a registered share shall notify the Company about the 

acquisition of shares in the form of a common application, which is prepared by 

the person alienating his shares and the person buying the shares, or by means of 

an act evidencing the transaction. The record in the shareholders' register of 

the Company shall be made no later than on the next day after the Board receives 

the data on changes in the records of the shareholders' register of the Company.»

26.Delete 5.9, 5.10 and 5.11.

27.In   the   Latvian   and   Russian   version   the   word   "auditor"   is   

changed terminologically as provided for by the Law.

28.Replace in 6.3. the words « an internationally recognized auditing company

being registered in the Republic of Latvia» with the words « a sworn (certified)

internationally recognized auditor or an internationally recognized commercial

company of sworn (certified) auditors registered in the Republic of Latvia

(hereinafter "the Auditor").

29.Delete in 6.5 the words "and in accordance with the procedures set forth by

the Meeting of Shareholders".

30.In 7.2 delete the word «General» (hereinafter - Meeting).

31.To word clause 7.3. as follows:

"7.3.  The following issues are in exclusive competence of the Meeting of 

Shareholders:

(1)the annual report of the Company;

(2)distribution of the profit of the previous operating year;

(3)appointment and dismissal of the members of the Supervisory Board,

auditors, Company controllers and liquidators;

(4)making decisions on bringing claims against members of the Board of

Directors and the Supervisory Board and the auditor, or dismissal of claims

against them, as well as appointment of a representative of the Company for

upholding the claim against the members of the Supervisory Board;

(5)making amendments to the Charter of the Company;

(6)increase or decrease of the share capital of the Company;

(7)termination or continuation of the activities of the Company or on

reorganization of the Company;

(8)emission or conversion of the securities of the Company;

(9)determination of remuneration for the members of the Supervisory Board

and the auditor;

(10)other issues if they are directly provided for by the Law."

32.Delete 7.4 and 7.5, accordingly change the numeric sequence of clauses.

33.To express 7.6. as two clauses and word as follows:

«7.4. The ordinary Meeting of Shareholders is every year called by the Board 

of Directors. When calling an ordinary Meeting of Shareholders, the Board of 

Directors shall take into account the period provided for by the Law for approval 

of annual reports.

7.5. The Board of Directors notifies shareholders on the summoning of the Meeting 

at least 30 (thirty) days ahead of the planned Meeting of Shareholders through 

publishing the relevant announcement in newspaper "Latvijas Vestnesis" and at least 

in one more newspaper. The announcement shall specify place, date and time, and agenda 

of the Meeting of Shareholders, type of the Meeting o Shareholders (ordinary or 

extraordinary), institution which calls the Meeting of Shareholders, actions to be 

taken by the shareholders so that they could participate and vote, provisions of the 

Charter on participation of representatives of the shareholders at the Meeting, 

agenda, as well as provide information on where and when shareholders may familiarise 

themselves with the draft resolutions on the issues on agenda of the Meeting of 

Shareholders and other issues to be considered by the Meeting of Shareholders.

The Board of Directors shall notify the owners of the registered shares on the Meeting 

of Shareholders at least 30 (thirty) days ahead of the Meeting of Shareholders by 

personal notice or notice mail accompanied by facsimile to be sent to the addresses 

of the owners of the registered shares indicated in the shareholders register. The 

notice shall be considered to be received as of the date when the facsimile message 

is received. Such a notice shall specify the firm name and registered address of 

the Company, date, time and place of the Meeting of Shareholders, type of the 

Meeting of Shareholders(ordinary or extraordinary), institution which calls the 

Meeting of Shareholders, actions to be taken by the shareholders so that they could 

participate and vote, provisions of the Charter on participation of representatives 

of the shareholders at the Meeting of Shareholders, agenda, and shall be attached 

with the draft resolutions on the amendments to the Charter of the Company, if any."

34.To word 7.7 as follows:

«7.6. Extraordinary Meeting of Shareholders shall be called by the Board of 

Directors at its own initiative or if requested by the Supervisory Board, 

auditor or Shareholders representing together at least 5% of the share capital 

of the Company, by indicating the reasons for calling the Meeting of Shareholders 

and the agenda of the extraordinary Meeting of Shareholders. The Board of Directors 

shall call the extraordinary Meeting of Shareholders no later than within 2 (two) 

weeks after receipt of the respective request.»

35.	To supplement clause 7.8 with new paragraph and to word it as follows:

"The Meeting of Shareholders, where the items listed under clause 7.9. are considered, 

as well as repeated Meetings of Shareholders, where the items listed under the clause 

7.9. are considered, is entitled to adopt the decisions if not less than 85% (eighty 

five percent) of the equity capital is present."

36.	To word 7.10 as follows:

"7.9. The following issues may be decided by the Meeting of Shareholders if at 

least 85% (eighty five percent) of the paid-up equity capital of the Company are 

represented and the decisions of the Meeting of Shareholders on those issues are 

adopted if voted for by 3/4 (three quarters) of the shareholders represented:

1)amendments to the Charter of the Company;

2)increase of the share capital of the Company;

3)decrease of the share capital of the Company;

4)reorganization of the Company and termination or continuation of operations

of the Company;

5)emission of convertible bonds of the Company;

6)closing, changes or termination of the group agreement;

7)merger or agreement to merge with another company;"

37.In 7.12 replace the word «management» with the word "supervisory", the word "

controls" with the words "performs supervision" and the words "approved by the

General Meeting" with the words "confirmed by the Supervisory Board".

38.Delete the 5th paragraph in 7.14 and to word Paragraph 6 as follows:

"In case if a Supervisory Board member retires or is discharged from his

office before expiry of the term of the Supervisory Board mandate, then new 

elections are held during which the whole composition of the Supervisory Board 

is reelected."

39.To word 7.16 as follows:

"7.15. The Supervisory Board has the following tasks:

1)appointment and dismissal of the members of the Board of Directors,

regular control over the activities of the Board of Directors, fixing of

remuneration for the members of the Board of Directors;

2)conducting of regular control to ensure that the operations of the Company

are performed in accordance with the Laws, the Charter and resolutions of the 

Meeting of Shareholders of the Company;

3)review of the annual report of the Company and recommendations to the

Board of Directors on distribution of the profit and preparation of its statement;

4)representation of the Company's interests in the court regarding all claims

brought by the Company against the members of the Board of Directors, including

all claims brought by the members of the Board of Directors against the Company 

and representation of the Company in other court relationship with the members 

of the Board of Directors;

5)approval of deals to be closed between the Company and a member of the

Board of Directors or the auditor;

6)preliminary review of all issues included in the agenda and being the

competence of the Meeting of Shareholders or proposed for discussion in

the Meeting of Shareholders at the request of the members of the Board of

Directors or the Supervisory Board and submission of conclusions on these

issues. »

40.Add new clause 7.16 following wording:

«7.16. Supervisory Board has the right to elect permanent or interim 

commissions to review and report on specific issues. »

41.Delete 7.20, accordingly change the numeric sequence of clauses.

42.To word clause 7.21 as follows:

«7.20. Meetings of the Supervisory Board are entitled to decide on issues 

if more than a half of the members of the Supervisory Board are present. 

Absent members of the Supervisory Board shall have the right to vote on any 

resolution of the Supervisory Board by submitting the vote in writing to 

another member of the Supervisory Board, and in such a case they will be 

considered as being present in solution of such issue. Voting on telephone or 

any other way is allowed only in those cases if the means of communication permit 

the members of the Supervisory Board simultaneously participate in discussion of 

the issue and in making a resolution, and provided that this action is properly 

fixed in documents.»

43.Delete the second sentence in 7.22.

44.Replace in 7.24 the figure and the word «6 (six)» with the figure and the word «5

(five)» and words "General Meeting" with the words "Supervisory Board".

45.To word 7.26 as follows:

«7.25. The Supervisory Board is entitled to withdraw any member of the Board of 

Directors if there is a serious reason for it. A serious reason in any case shall 

deem to be a gross violation of authority, non-fulfillment or improper fulfillment 

of obligations, failure to lead the Company, causing harm to the Company's interests,

as well as disloyalty manifested by the Meeting of Shareholders.»

46.To word 7.27. as follows:

"7.26 The Board of Directors supervises and manages all the activities of the 

Company. The Board of Directors represents the Company and manages property of 

the Company in accordance with the Law, this Charter and decisions of the Meeting 

of Shareholders. The Board of Directors decides on all the issues, which are not 

in the competence of the Supervisory Board or the Meeting of Shareholders.

The Board of Directors may decide on the following issues only with the approval

of the Supervisory Board:

1)acquiring of the shareholding in other companies, its increase or decrease;

2)foundation of the subsidiaries of the Company;

3)purchase and sale of the assets substantial for the operation of the

Company;

4)foundation or termination of activities of the enterprises, branches and

representative offices, as well as approval of their statutes (charters); purchase,

sale, lease or suspension of activities of enterprises;

5)purchase of real estate at a value exceeding LVL 50,000 (fifty thousand

lats) for each object or in excess of a purchase value for real estate of LVL

250,000 (two hundred fifty thousands lats) per year; sale of real estate at a

value in excess of LVL 100,000 (one hundred thousand lats) for each object;

lease of real estate at an accumulated rent above LVL 50,000 (fifty thousand

lats) per year, as well as its encumbrance;

6)providing  warranties  and  guaranties  with  the  exception  of measures

necessary for the fulfilment of the business plan or the budget approved by the

Supervisory Board;

7)transactions with affiliates or affiliated parties (including shareholders,

members of the Supervisory Board, the Board of Directors, etc.);

8)transactions which exceed LVL 200,000 (two hundred thousand lats) or

where term exceed 1 (one) year and which are not provided for in the business

plan of the Company;

9)entering strategically important agreements on co-operation, as well as

entering agreements on co-operation, where financing by the Company is

required which exceeds the sum determined in Article 7.26 (8).

10)hiring legal advisors, brokerage companies, banks, investment advisors or

audit companies to prepare prospect of the public emission of the securities of

the Company;

11)taking and granting of loans;

12)full or partial waiver of exclusive licenses;

13)preliminary review of purposeful merger with another company or take

over by another company;

14)adoption of the Company's business plan;

15)adoption of the annual budget of the Company;

16)establishment and use of the Company's reserves;

17)adoption of regulations of the Board of Directors;

18)matters of material importance."

47.Change in 7.28. the wording "procedural rules and guidelines approved by the

Supervisory Board" with "regulations of the Board of Directors adopted by the

Board of Directors with approval of the Supervisory Board".

48.To word in 7.30 to word the third sentence as follows:

« The Board of Directors is entitled to decide on issues if at least 3

(three) members of the Board of Directors are present.";

Delete the fourth sentence;

Add new sentence in following wording:

"The procedure of meetings of the Board of Directors are established by the 

Regulations.";

49.Delete the second sentence in 7.31.

50.To word 7.34 as follows:

"7.33. The Chairman of the Board of Directors manages activities of the Board 

of Directors and organizes day-to-day management of the Company, including:

1)provides information for the Supervisory Board on all important aspects of

the activities of the Company;

2)submits for approval of the Board of Directors structure of the Company;

3)decides on all the issues of the operation of the Company within his/her

competence;

4)organizes  fulfilment of the decisions of the General Meeting;

performs other functions provided in the regulations of the Board of

Directors;

5)reports to the Supervisory Board on transactions with shareholders and

related parties;

6)organizes elaboration of regulations of the Board of Directors and approval

with the Supervisory Board."

51.Delete 7.35., accordingly changing the sequence of clauses.

52.Add new clause 7.34. and word as follows:

"7.34. The Chairman of the Board of the Directors represent the Company solely, 

any other member of the Board of Directors represents the Company jointly with 

another member or the Board of Directors."

53.Change wording of clause 9.6. "internal auditing commission or auditor" to

"one or more Company controllers".

54.Delete second and third sentences of clause 10.1.

55.To word the title of Section XI as follows: "TERMINATION OF THE

COMPANY'S ACTIVITIES AND LIQUIDATION".

56.To word 11.1 as follows:

"11.1. The company ceases its activities:

1)in accordance with a resolution of the Meeting of Shareholders;

2)according to a court judgment;

3)upon commencement of the bankruptcy proceedings;

4)in other cases stipulated in the Law."

57.To word 11.2 as follows:

"11.2. The liquidation of the Company according to the Law shall be performed 

by liquidators elected by the Meeting of Shareholders which shall set forth 

the procedure and terms of liquidation, as well as amount and procedure of 

paying the fee to the liquidator."

58.To word 11.3 as follows:

"11.3. The resolution on termination of the Company's operation shall be 

registered by the Board of Directors in the Commercial Register within 3 

(three) days from making of this resolution."

59.To word 11.4 as follows:

"11.4. After satisfying of the creditors' claims or disbursement of money 

amounts allocated to them and covering of expenses connected with liquidation, 

the liquidator shall prepare the final liquidation financial statements and a 

plan for distribution of the remaining Company's property for which liquidation 

quota is prescribed."

60.To word 11.5 as follows:

«11.5. The remaining property of the Company shall be distributed among the 

Shareholders according to the plan of property distribution prepared by the 

liquidator in proportion to the shares of each Shareholder. The property is 

allowed to be distributed no earlier than in six months' time after publication 

of the announcement on termination of the Company's activities and 2 (two) months 

after sending to the Shareholders the final liquidation financial statements and 

a plan for distribution of the remaining Company's property, or publication of 

the announcement on the possibility to get acquainted with these documents.))

61.Delete clause 11.7.

Item No. 5 of agenda

About composition of Management Board of JSC "Latvijas Gaze".

Due to registration of JSC "Latvijas Gaze" in the Commercial Register and approval

of amendments to the Articles of Association of JSC "Latvijas Gaze", to recall 

from duties of Member of the Management Board Uldis Aunins.

To consider question about releasing of Uldis Aunins from responsibility for 

activities from January 1, 2004 till December 3, 2004 after approval of Annual 

Report of 2004 of JSC "Lavijas Gaze".

 

Item No.6 of agenda

Other questions related to registration of JSC "Latvijas Gaze" in the Commercial 

Register.

To authorize the chairman of Management Board of JSC "Latvijas Gaze" Adrians 

Davis to sign an Application to the Register of Enterprises of the Republic of 

Latvia (an administrative institution of the Commercial Register) to register the 

resolutions passed by Extraordinary General Meeting of Shareholders of JSC 

"Latvijas Gaze"; to attest the correctness of the Excerpt from the Minutes of 

this Extraordinary General Meeting of Shareholders; should the registration be 

suspended or refused, to sign the repeated application and/or appeal to the 

Register of Enterprises of the Republic of Latvia (an administrative institution 

of the Commercial Register), if needed.

To authorize Inese Melke, to submit all the required documentation to the 

Register of Enterprises of the Republic of Latvia (an administrative institution 

of the Commercial Register) to register the resolutions passed by Extraordinary 

General Meeting of Shareholders, as well as supply the required explanations, 

if demanded, and to receive the documents from the Register of Enterprises of 

the Republic of Latvia (an administrative institution of the Commercial Register).