Latvijas kuģniecība                                                   27.01.2004



JCS “Latvijas kuģniecība” articles of association (new version)



                                                    APPROVED

                                                    by the repeated extraordinary

                                                    General Meeting of Stockholders

                                                    on November 15, 2004



Joint Stock Company “LATVIJAS KUĢNIECĪBA”



TRANSLATION FROM LATVIAN

ARTICLES OF ASSOCIATION

(new version)



1. Firm



1.1. Company’s firm is a Joint Stock Company “LATVIJAS KUĢNIECĪBA”



2. Equity capital and type of stock



2.1 Equity capital of the Company is 200,000,000 LVL (two hundred million lats), made 

up from 200,000,000 (two hundred million) dematerialised bearer shares. Nominal value 

of one share is 1.00 LVL (one lat). All shares are of the same category, providing equal 

voting rights at shareholders’ general meetings, as well as rights to receive dividends 

and liquidation quotes.



3. Board of Directors



3.1. Board of Directors of the Company is made up of five Members of the Board. 

Chairman of the Board has been assigned full rights of representation and he may 

represent the Company separately, without special authorisation and independently 

from other Board Members. Other Board Members have rights to represent Company only 

jointly with at least one other Board Member.



3.2. Board of Directors acts in accordance with the Rules of the Board of Directors.



4. Council



4.1. Company’s Council consists of twelve members.



4.2. Council acts in accordance with the Council Rules.



5. Other Provisions



5.1. Shareholders’ meeting rights to take decisions:



5.1.1. Shareholders’ Meeting has rights to take decisions, if at least half of the 

Company equity capital is represented there. Decisions are passed with majority of 

the represented voting shareholders approval, unless law requires higher share of votes. 



5.1.2. If the Shareholders Meeting lacks quorum, recurrent Shareholders Meeting is 

to be announced within one month period. In such case Shareholders Meeting has rights 

to take decisions on all the items covered in Agenda regardless of the Company Equity 

capital represented.



5.2. In accordance with the Cabinet of Ministers Decree Nr 642, from 27 December, 2001 

“On the Provisions for the Privatisation of the Joint Stock Company in privatisation 

“Latvijas kuģniecība””, Articles of Association shall continue to contain the following 

provisions: 



5.2.1. the Company shall be registered in the Republic of Latvia, and its management 

shall be located in Latvia; 



5.2.2. the Company shall retain the Company’s name “LATVIJAS KUĢNIECĪBA”;



5.2.3. the Company shall retain jobs at the shore units and on the ships owned by the 

Holding Company and the Holding Company’s enterprises, as well as shall not change the 

crew recruitment policy (crewing mainly by seamen employed at the Holding Company and 

the Holding Company’s enterprises - citizens and residents of Latvia). The Company shall 

ensure financial support to the Latvian Maritime Academy;



5.2.4. Company shall retain its line of business and maintain its fleet, as well as 

invest funds in fleet renovation in order to maintain its competitiveness, to ensure the 

Company’s growth and increase the Company’s value. The Company’s ships may be sold in 

compliance with the generally accepted practice in the shipping business, as well as due 

to their ageing or in compliance with strategic decisions of the Company;



5.2.5. In accordance with the Cabinet of Ministers Decree, pursuant to the Cabinet of 

Ministers Order No. 394 “On the Debt Obligations of the State Stock Company in Privatisation 

“Latvenergo” and the State Stock Company in Privatisation “Latvian Shipping Company””, 

dated on 5th August 1998, neither the Company nor its stockholders, nor any other legal 

successors to the rights and obligations of the Company or its stockholders, shall have 

any right to any claims, objections or liabilities against the Stock Company in Privatisation 

“Latvenergo”, or to any legal successor to its rights and obligations, the Government 

of Latvia or any governmental institution, pursuant to the Council of Ministers Decision 

No. 89 “On Debts of Particular State   No. 354 “On Payments of the State Enterprise 

“Latvenergo” to the State Enterprise “Latvian Shipping Company””, dated on 6th July 1993, 

and the Cabinet of Ministers Order No. 568 “On Debts of the State Stock Company “Latvenergo””, 

dated on 11th October 1995.



5.3. In accordance with the Regulations Nr. 17/173 “Privatisation Regulations of the 

State Share Company for the Privatisation “Latvijas kuģniecība” “, passed by the Board

 of the Privatisation Agency on January 18, 2002, Articles of Association shall continue 

to contain the following provisions:



5.3.1 After the privatisation process, the Company shall act in accordance with Subsection 

14.1 of the Privatisation Regulations;



5.3.2. 8% of shares owned by one shareholder or several shareholders jointly entitle to one 

seat at the Council of the Company.



5.4. Board of Directors requires Council consent to pass decisions on the following issues:



5.4.1. approval of the annual regular budget, business plan and investment programme;



5.4.2. approval of the Rules for the Board of Directors;



5.4.3. acquiring participation in other companies and increasing or decreasing such 

participation;



5.4.4. acquisition or alienation of undertakings;



5.4.5. opening or closing of branches and representative offices;



5.4.6. acquisition of immovable property, alienation or encumbering rights pertaining to 

property;



5.4.7. concluding of such transactions as exceed the amounts specified in the Rules for 

the Board of Directors;



5.4.8. issuing of such loans as are not related to the usual commercial activities of the 

company, issuing of sureties, conclusion of assignment agreements;



5.4.9. issuing loans to employees of the company;



5.4.10. starting new kinds of activities or ceasing existing activities.



5.5. Shareholders Meeting can elect 5 (five) controllers to carry out internal audit and 

control for the period not exceeding 3 (three) years, as well as to set their remuneration.



Riga, November 15, 2004



JSC „Latvijas kuģniecība”

Chairman of the Board 		______________________     I. Vikmanis