Discharge   of   Management  Board  members  from  liability  for  2002

operations:



1)  for  company  operations  between  January  1, 2002 and July 26 the

Management  Board  members revoked starting with July 26, 2002 with the

resolution  of  extraordinary  meeting  of  shareholders - Igors Skoks,

Olafs Berķis and Jeļena Biktaševa;



2) for company operations between July 26, 2002 and December 31, 2002 -

the  Management  Board  members  elected  on  July  26,  2002  with the

resolution  of  extraordinary  meeting  of  shareholders  - Aldis Āķis,

Aleksandrs Antipins and Rolands Kalniņš;



3)  for  company  operations  in  2002 - Management Board members Jānis

Ādamsons and Ritvars Priekalns.



Distribution of 2002 profit:



1.       To  distribute  the  year  2002  profit of LVL 2,728,795.60 as

follows:



1.1to  retain  undistributed  part of the profit, LVL 1,805,859, and to

transfer to reserves - Article 39.5 of the law "On Annual Reports";



1.2to  distribute the remaining part of 2002 profit, LVL 922,936.60, in

dividends.  Since the amount per share is LVL 0.0008, to complement the

amount  with  LVL  121,258.59  from other reserves. To pay dividend LVL

0.01 per share, the total amount is LVL 1,044,195.19.



Dividend  record  date  shall be September 1, 2003 and dividend payment

date shall be September 5, 2003.



Year 2003 budget and operational plan:



1.       To  approve  JSC "Ventspils nafta" 2003 budget and operational

plan.



2.       To  charge  Management  Board  with  the task to elaborate the

budget  in  detail  and  to  make  adjustments,  harmonising  them with

Supervisory Board in advance.



Elections of certified auditor for 2003: 



To  elect  certified  auditor Diāna Krišjāne (licence #124) the auditor

for  "Ventspils  nafta"  Annual Report for 2003 and consolidated annual

report, and to sign an agreement with SIA "Ernst&Young Baltic";



Amendments to the Company Charter:



1.      To approve the amendments to JSC "Ventspils nafta" charter;



2.       To issue a mandate to Jānis Ādamsons to sign the amendments to

the  Charter,  as  well  as  all  the  other  documents associated with

registering the amendments at the Company register.



3.       To  issue  a  mandate  to  Māris Smilts to submit/collect from

Company  Register  any  documentation  associated  with  registering of

amendments to the Charter.



Company performance in 2002: 



1.  To  approve  the Management Report and consolidated reports on 2002

performance;



2.  To  approve  JSC  "Ventspils  nafta"  Annual  Report  for  2002 and

consolidated  annual  report  for 2002, prepared in compliance with the

laws  "On  company  Annual  Reports", "On consolidated Annual Reports",

Latvian GAP, IAS and "Ventspils nafta" 2002 budget;



Setting up of internal audit division, revoking of Auditing Committee: 



1.       To be advised that Management Board has developed and reviewed

on March 27 and Mau 8, 2003 the internal audit division conception, and

has approved it in principle.



2.        To  charge  Supervisory  Board with the task to make internal

audit division operational starting with August 31, 2003.



3.       To  revoke  Auditing  Committee  members Vladimirs Solomatins,

Dzintars  Kašs,  Eva  Jurkevica,  Ilona  Pavāre, Dace Kaņepe from their

positions  starting  with  July 31, 2003, due to the changes in company

Charter.



Elections of Supervisory Board: 



1.  To  revoke,  starting with July 31, 2003, Supervisory Board members

form  their positions: Mamerts Vaivads, Jānis Blaževičs, Uldis Pumpurs,

Gints  Laiviņš-Laivenieks,  Eižens  Cepurnieks,  Ansis  Sormulis, Žoržs

Tikmers,  Vladimirs  Krastiņš,  Oļegs  Stepanovs,  Agris Eglītis, Juris

Lorencs.



2. To elect Supervisory Board for a three-year term.



3. Supervisory Board mandate shall open on August 1, 2003.



4.  Supervisory  Board  remuneration pool shall be up to LVL 30,000 per

month.



5.  To  issue a mandate to Jānis Ādamsons to sign the amendments to the

Charter, as well as all the other documents associated with registering

the changes in Supervisory Board at the Company register.



6.  To  issue  a mandate to Māris Smilts to submit/collect from Company

Register  any  documentation associated with registering the changes in

Supervisory Board.



Changes in Management Board: 



1.  Following  the  request  of Rolands Kalniņš, to revoke him from the

position of Management Board member starting with August 31, 2003.



2. Following the request of Aleksandrs Antipins, to revoke him from the

position of Management Board member starting with August 31, 2003.



3. The two individuals will be discharged from liability for operations

between  January  1  and  August  31, 2003 after the approval of Annual

Report for 2003;



4.  Starting  with  September  1,  2003, the following Management Board

members will be elected for a 3-year service term.



5. The elected Management Board shall have full signature rights.



6. To authorise Supervisory Board to set the remuneration to Management

Board and to sign agreements with the members.



7.  To  issue a mandate to Jānis Ādamsons to sign the amendments to the

Charter, as well as all the other documents associated with registering

the changes in Management Board at the Company register.



8.  To  issue  a mandate to Māris Smilts to submit/collect from Company

Register  any  documentation associated with registering the changes in

Management Board.