Resolution of the Riga Stock Exchange Surveillance Committee


On July 17, 2008, the Riga Stock Exchange (RSE) Member and Issuer Surveillance
Committee (Surveillance Committee) held its meeting, with the issue of JSC
Latvijas kuģniecība (Company) ignoring disclosure obligations on the agenda. 

The Surveillance Committee identified a breach of the RSE Rules On Listing and
Trading of Financial Instruments in the Markets Regulated by the Exchange
(Rules), and pursuant to the provisions of Paragraphs 3.1.3; 19.1, 19.2,
21.2.3, 21.3.1.2, 21.3.2 and 21.3.3, decided to impose a fine of LVL 15,000. 

Background:
On February 18, 2008, the RSE received a complaint from a shareholder in the
Company, concerning the extraordinary meeting of shareholders of February 15,
2008. On February 25, 2008, the RSE Management Board, in order to assess the
facts listed in the complaint and to identify whether the Company, while
organizing the extraordinary meeting of shareholders, has been acting in
accordance with the RSE rules and observing the rights of shareholders,
requested that the Company provide information on the proceedings of the
shareholders' meeting and a copy of the Minutes. 
 
Failing to receive the requested information even after repeated reminders, the
RSE Management Board on its meeting on May 14, 2008 issued a warning to the
Company regarding the breach of disclosure obligations. The Company and
Financial and Capital Market Commission were advised to this effect. 

Subsequently, a part of the required information was disclosed. However, the
RSE still lacks a copy of the Minutes and explanations as to how the provisions
of Paragraph 5.3.2 of the Articles of Association, stipulating that each 8% of
shares are entitled to a seat in the Company Supervisory Board, were met. 
Also, an explanation was requested why, according to Item 12 of the Procedure
for Discussions and Resolutions the threshold of votes entitling to a seat in
the Supervisory Board was set at 5%, which is below the one stipulated by the
Articles of Association. Since the requested information has not been
disclosed, pursuant to Paragraph 21.2.3 of the Rules, the RSE Management Board
decided to delegate the issue of sanctions to the Surveillance Committee. 

The Surveillance Committee recognized the right of the RSE to request
disclosure from the Company, and admitted that, by failing to comply, the
Company has been creating obstacles for the RSE to assess the circumstances
described in the complaint by a shareholder and to judge whether the Company
has observed the rights of the investors and the RSE Rules. 

„Surveillance Committee took its resolution unanimously,” confirms Viktors
Gustsons, Chairman of the Surveillance Committee. „The RSE needs the requested
information in order to be able to fulfill its functions, namely, to provide a
transparent marketplace and assure the protection of investors' rights.” 

The resolution by the Surveillance Committee entered into force as of August 5,
2008. The Company and Financial and Capital Market Commission were advised to
this effect. 

The Committee meeting was attended by 6 (out of 7) members: Viktors Gustsons
(Chairman), Lauris Liepa, Jānis Leja, Māris Purgailis, Rolands Paņķo, Uldis
Zelmenis. To eliminate any potential conflict of interest, Lauris Liepa,
Attorney at Law, refrained from voting at his own discretion. 

The Surveillance Committee was set up in 2007 according to the RSE Rules. The
RSE Rules, prior to approval, are harmonized with the Financial and Capital
Market Commission. Pursuant to the provisions of the Law on the Financial
Instruments Market, the RSE has delegated part of its functions related to
surveillance of members and issuers to the Surveillance Committee. Surveillance
Committee is a body of experts not related to the Riga Stock Exchange, and has
the authority to take surveillance decisions on behalf of the RSE. 

The information has been prepared by the RSE Corporate Communications
Department, +371 67212431