Draft resolution of Joint Stock Company "Latvijas Gāze" General Meeting

of Shareholders convene on July 9,2004:

Item No. 1 on the agenda

Approval  of  a/s "Latvijas Gāze" annual accounts for the year ended 31

December 2003, a/s "Latvijas Gāze" consolidated annual accounts for the

year  ended  31 December 2003 and "Latvijas Gāze" group annual accounts

for the year ended 31 December 2003.

To  approve  a/s  "Latvijas Gāze" annual accounts for the year ended 31

December 2003, a/s "Latvijas Gāze" consolidated annual accounts for the

year  ended  31 December 2003 and "Latvijas Gāze" group annual accounts

for the year ended 31 December 2003.

Item No. 2 on the agenda

Release  of  the members of Board of Directors and Supervisory Board of

JSC "Latvijas Gaze" from responsibility for activities in year 2003

To  release  from responsibility for activities in year 2003 Members of

the  Board  of  Directors  -  Adrians  Davis, Franks Ziberts, Aleksandr

Mikheyev,  Anda  Ulpe, Uldis Aunins, Gints Freibergs and Members of the

Supervisory  Board  - Kirill Seleznyov, Juris Savickis, Fricis Gautirs,

Yelena Karpel, Vlada Rusakova, Aleksandr Krasnenkov, Igor Nazarov, Eiki

Benki, Reiner Lehman, Stefan F. Zaipl, Mattias Keuhel.

Item No. 3 on the agenda

Approval of JSC "Latvijas Gāze" year 2003 profit distribution

From JSC "Latvijas Gāze" 2003 profit amounting to LVL 13 015 410:

-          to pay in dividends LVL 9 975 000 or 76.6% (LVL 0.25 per one

paid up share), to determine the July 12th, 2004 the date of dividends'

calculation and the July 19th, 2004 the date of dividends' payment;

-          to transfer LVL 3 040 410  or 23.4% to reserves provided for

by the Company's Charter.

To  transfer  previous  years'  retained earnings LVL 6 138 to reserves

provided by the Company's Charter.

Item No. 4 on the agenda

Determination  of  additional  payment  to  the salaries (wages) to the

employees of the Company for performance in year 2003

To  pay  a  single additional payment to the employees of JSC "Latvijas

Gāze"  for  the  performance in year 2003 using funds reserved for this

purpose -LVL 1 208.6 thousand:

incl. LVL  974.0 thousand - single additional payment;

LVL 234.6 thousand - mandatory state social insurance payment.

To  pay  single additional payment from the above sum to the members of

the  Supervisory  Board  of JSC "Latvijas Gāze" for performance in year

2003 in the amount of two monthly salaries, to the vice-chairmen of the

Supervisory  Board  Juris  Savickis  and Fritz Gautier in the amount of

three  monthly  salaries,  and to the chairmen of the Supervisory Board

Kiril  Seleznev  and Aleksandr Krasnenkov in the amount of four monthly

salaries  in proportion to their term of mandate of the chairman of the

Supervisory Board in year 2003.

Item No. 5 on the agenda

Election  of  the  certified  auditor  for audit of JSC "Latvijas Gaze"

annual reports for years 2004 and 2005

To     elect     certified     auditor,    the    commercial    company

"PricewaterhouseCoopers"  SIA  (license  no.  5), as the auditor of JSC

"Latvijas  Gāze"  Annual  Reports  for  years  2004  and  2005 audit in

accordance  with requirements of the accounting standard of Latvia, the

international   financial  accounts'  standard  and  the  international

standard on auditing.

Item No. 6 on the agenda

On composition of the Supervisory Board of JSC "Latvijas Gāze"

Taking  into  consideration  the  applications  of  the  members of JSC

"Latvijas Gaze" Supervisory Board   ……………………………………………………………… to release

from     positions     the     members     of     Supervisory     Board

…………………………………………………………………  from July 9, 2004.

To  elect   …………………………………………………………  to  the  Supervisory  Board  of JSC

"Latvijas  Gāze"  for  the remaining term of mandate of the Supervisory

Board.

To  authorize  the  chairman of the Board of Directors Adrians Davis to

sign  the  documents  of  Joint Stock Company "Latvijas Gāze" connected

with  registration  of  the  changes  in composition of the Supervisory

Board of JSC "Latvijas Gāze" in Republic of Latvia Enterprise Register,

including, to sign reiterative application and/or claim to the Republic

of  Latvia  Enterprise  Register  in  case of rejection of registration

changes in composition of Supervisory Board of JSC "Latvijas Gāze".

To  authorise  Inese  Melke, to  submit to and receive from Republic of

Latvia  Enterprise  Register  the  documents  of  JSC  "Latvijas  Gaze"

connected  to  registration  of  changes  in composition of Supervisory

Board of JSC "Latvijas Gāze".