04.03.2005, Akciju komercbanka Baltikums, RIG

Akciju komercbanka "Baltikums"                                    04.03.2005.



Amendments to the Articles of  Association of AS "Akciju komercbanka "Baltikums""



Amendments to the Articles of Association of JSC "Akciju komercbanka "Baltikums"" 

and the new edition of such Articles to be presented to the Shareholders’ meeting 

for approval on March 17, 2005.



To amend the paragraph 4.3 as follows:

"4.3 Every Board Member possesses the representative rights together with another 

such member only."



Draft of JSC “Akciju komercbanka “Baltikums”” ARTICLES OF ASSOCIATION

(new edition)



1. Firm.

The firm of the Company is the Joint Stock Company “Akciju komercbanka “Baltikums””,

the JSC “Akciju komercbanka “Baltikums”” in short.



2. Lines of Commercial Activities.

The Company shall carry on the following commercial activities:

1)Other monetary intermediation (NACE 1.1 - 65.12);

2)Financial leasing (NACE 1.1 - 65.21);

3)Other lending services (NACE 1.1 - 65.22);

4)Other financial intermediation n.e.c. (NACE 1.1 - 65.23);

5)Administration of financial markets (NACE 1.1 - 67.11);

6)Security broking and fund management (NACE 1.1 - 67.12);

7)Activities auxiliary to financial intermediation n.e.c. (NACE 1.1 - 67.13).



3. Fixed Capital and Types of Shares.

3.1. The fixed capital of the Company amounts to 5’100’000 LVL (five million and 

one hundred thousand lats). The fixed capital of the Company consists of 5’100’000 

(five million and one hundred thousand) shares. The value of one share is 1 LVL (one lat). 

3.2. All shares are registered.

3.3. The shares are dematerialised.

3.4. Conditions of increasing the fixed capital of the Company may provide for the 

shareholder who fails to pay up the full price of shares to retain the number of 

shares in proportion to the amount paid thereby.



4. Board.

4.1. The Board of the Company shall consist of three Board Members. 

4.2. The Board Members shall be elected by the Council. The Chairman of the Board 

and his Deputy shall be elected from among the Board Members by the Council. 

4.3. Every Board Member possesses the representative rights together with another 

such member only. 

4.4. The Board Members shall be elected to their posts for one year, however for not 

longer than the Board’s term of office.

4.5. The Board shall be entitled to pass resolutions, provided over a half, however 

at least three Board Members participate in its meeting, one of them being the Chairman 

of the Board or the Deputy Chairman of the Board. 

4.6. The Board shall require the Council’s consent in passing resolutions on significant 

issues. Such significant issues shall cover:

1)acquiring substantial interest in other companies, increasing or decreasing 

the same, as far as this does not occur within the Company’s normal commercial 

activities (acquisition and alienation of publicly circulated shares; acquiring 

interest, increasing or decreasing the same during restructuring of a loan in order 

to repay a debt in full or partially, etc.); 

2)acquisition or alienation of an enterprise; 

3)acquisition, alienation of property, encumbering the same with real rights, as far 

as this does not occur within the Company’s normal commercial activities (during 

restructuring of a loan in order to repay a debt in full or partially, etc.);  

4)opening or closing branches, agencies and representation offices; 

5)concluding transactions exceeding the amount stated in the Council’s resolutions; 

6)issuing loans that are not related to the Company’s normal commercial activities; 

7)commencement of new lines of activities and termination of current lines of activities; 

8)determining general principles of activities;

9)determining the strategy and the organisation structure;

10)other issues pursuant to standard acts or the Company’s internal legal acts.



5. Council.

The Council shall consist of four Council Members.



6. Internal Audit Service.

6.1. The Internal Audit Service shall ensure fulfilment of the functions of internal 

auditing and supervision of the Company. 

6.2. The meeting of shareholders shall elect the Internal Audit Service, determine 

the number of its staff and its remuneration.



JSC “Joint Stock Commercial Bank “Baltikums”” 

Chairman of the Board

Aldis Reims