BALTIC TRUST BANK                                            24.11.2005



On Convening of an Extraordinary Shareholders’ Meeting 



Taking into consideration the bank’s shareholder’s “Finstar Baltic 

Investments”, Ltd proposal and in view of Resolution No. 97/2 of the 

Executive Board of JSC “BALTIC TRUST BANK” (legal address– 13.janvara 

iela 3, Riga, LV-1050) dated 31 October 2005  “On convening of an 

Extraordinary Shareholders’ Meeting” the Executive Board of the Bank has 

resolved to convoke the extraordinary meeting of shareholders on the 1st 

December 2005 at 11.00 a.m. in 13.janvara iela 3, Riga in the premises of 

the bank  (hall 509, 5th Floor):



AGENDA OF THE MEETING



1.	On amendment of the bank’s Articles of Association (amendments 

in Paragraph 5.1 of the Articles of Association)

2.	On elections of the Bank’s Council 



Annex: Draft Resolution on amendments of the Articles of Association.





Chairman of the Executive Board 

of JSC “BALTIC TRUST BANK”

Edgars Dubra







Articles of Association

of Joint Stock Company

"BALTIC TRUST BANK"

new wording





Approved at the Extraordinary Meeting of Shareholders of JSC "BALTIC TRUST 

BANK" in Riga on 28 of June 2005, resolution No 3/1



Riga

 

1.	Firm



1.1.	The Joint Stock Company "BALTIC TRUST BANK" (hereinafter referred 

to as the Company) shall be a capital company founded and acting according 

to the present Articles of Association and laws of the Republic of Latvia.

1.2.	The firm name of the Company shall be JSC "BALTIC TRUST BANK".



2.	Term



		The Company is founded for an unlimited term.



3.	Fixed Capital



3.1.	The fixed capital of the Company amounts to LVL 8 601 250,00 (eight 

million six hundred and one thousand two hundred fifty lats) constituted of 

172025 shares of par value LVL 50.- (fifty lats).

3.2.	All shares are voting registered ones and are dematerialized; a 

share grants equal rights to receive dividends and liquidation quota as 

well as equal voting right at the meeting of shareholders.

3.3.	Shares of the Company are not subject of public circulation.



4.	Competence of the Meeting of Shareholders



The Meeting of Shareholders is competent if at least a half of the paid-up 

fixed capital of the joint stock company is represented. If the meeting of 

shareholders is incompetent due to lack of quorum, the extraordinary meeting 

of shareholders with the same agenda shall be convened no later than in 35 

days. The repeated meeting of shareholders is to be announced no later than 

in 30 days before the provided meeting of shareholders. The repeated meeting 

of shareholders shall be competent to adopt resolutions irrespectively of the 

fixed capital represented at it.



5.	Council



5.1.	The Council consisting of 5 (five) members shall be elected by the 

Meeting of Shareholders for the term of 3 (three) years.

5.2.	Members of the Council shall elect the chairperson of the Council 

and one his (her) deputy choosing among themselves.

5.3.	Resolutions of the Council shall be passed by simple majority of 

votes of attending members of the Council.

5.4.	The Board shall need consent of the Council to solve the following 

important issues:

5.4.1.	Participation of the bank in other companies, increase or decrease 

of participation if it exceeds 500000,00 (five hundred thousand) lats;

5.4.2. 	Purchase, sale of real estate or termination of activity of 

enterprises, if it is not related to fulfillment of customers' obligations 

against the bank for an amount exceeding 1 000 000,00 (one million) lats;

5.4.3. 	Granting loans, sureties, warranties and conclusion of other similar 

transactions (excluding interbank transactions), if zero risk level is not 

stipulated in normative acts for such transactions, for an amount exceeding 

1 000 000,00 (one million) lats.



6.	Board



6.1.	The Board consisting of 5 (five) members shall be elected by the 

Council for the term of 1 (one) year.

6.2.	The chairman of the Board as well as any member of the Board shall 

be entitled to represent the Company individually.

6.3.	The Board shall adopt its resolutions by simple majority of votes of 

attending members.



7.	Other Provisions



		Any issues related to the Company's activity, relations 

with shareholders, the executive body and other issues not stipulated in 

the present Articles of Association shall be solved according to legislative 

acts effective at the moment.



The present Articles of Association have been drawn up and signed in 

five (5) original counterparts in Latvian on three (3) pages in Riga on 

the 28th of June 2005.





Chairman of the Board 			 

Edgars Dubra