Resolutions of regular shareholders’ meeting of JSC “Ventspils nafta” held on June 11, 2014

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1. Approval of annual reports for 2013

1) To take notice of the Report of the Supervisory Council of joint stock company “Ventspils nafta” and the report of the Audit Committee, as well as the Corporate Governance Report for 2013.
2) To approve the annual report of joint stock company “Ventspils nafta” for 2013, which has been prepared in accordance with the International Financial Reporting Standards (in Appendix No. ___).
3) To approve the consolidated annual report of joint stock company “Ventspils nafta” for 2013, which has been prepared in accordance with the International Financial Reporting Standards (in Appendix No.___).
4) To cover the losses of joint stock company “Ventspils nafta” (parent company) of 2013 in the amount of LVL 19’784’420 (nineteen million seven hundred eighty four thousand four hundred twenty lats) from retained profit of previous years.

Voting results: decision is taken with 99.97% of the votes casted “For”.

2. Election of an auditor for audit of the annual reports for 2014

1) To elect auditing firm “PricewaterhouseCoopers” Ltd (commercial enterprise license No.5) as the auditor of the annual report and consolidated annual report of joint stock company “Ventspils nafta” for 2014.
2) To assign the Management Board of joint stock company “Ventspils nafta” to conclude an agreement with “PricewaterhouseCoopers” Ltd on audit of the annual reports of joint stock company for 2014, by fixing a remuneration up to the amount of EUR 21 000 (twenty one thousand euro), excluding value added tax.

Voting results: decision is taken with 99.97% of the votes casted “For”.

3. Denomination of bearer shares from lats to euro

1) To carry out denomination of bearer shares of joint stock company “Ventspils nafta” from lats to euro, by fixing that the share capital after denomination is divided into 104’479’519 (one hundred four million four hundred seventy nine thousand five hundred nineteen) bearer shares with the nominal value of each bearer share EUR 1.40 (one euro and forty cents).
2) To fix that the denomination date (calculation date) of the bearer shares of joint stock company “Ventspils nafta” is June 30, 2014 (end of the day).
3) To transfer the value (positive difference) arising as a result of denomination of bearer shares of joint stock company “Ventspils nafta” from lats to euro in the amount of EUR 2’389’635.77 (two million three hundred eighty nine thousand six hundred thirty five euro and 77 cents) to the reserves of joint stock company “Ventspils nafta”.

Voting results: decision is taken with 100% of the votes casted “For”.


4. Amendments to the Articles of Association

To approve amendments to the Articles of Association of joint stock company “Ventspils nafta” (in Appendix No. ___).

Voting results: decision is taken with 100% of the votes casted “For”.

5. Election of the Supervisory Council

1) To dismiss the following persons from the position of member of the Supervisory Council of joint stock company “Ventspils nafta” as from June 11, 2014: Vladimir Egger, Mikhail Dvorak, Javed Ahmed, Rubil Yilmaz, Simon Boddy, Christophe Theophanis Matsacos, David Guy Anstis, Rudolf Meroni, Jānis Berķis, Nauris Berķis, and Ivars Bērziņš.

Voting results: decision is taken with 99.97% of the votes casted “For”.

2) To elect the Supervisory Council of joint stock company “Ventspils nafta” for a period of three years in the following composition, by fixing the beginning of term of office as from June 11, 2014:
1. Vladimir Egger;
2. Rubil Yilmaz;
3. Simon Boddy;
4. Andrea Schlaepfer;
5. Varvara Maximova;
6. Yulia Vereshchagina;
7. Rudolf Meroni;
8. David Guy Anstis;
9. Jānis Berķis;
10. Nauris Berķis;
11. Ivars Bērziņš.

Voting results: decision is taken by dividing of votes.

3) To assign Vladimir Egger to convene the first meeting of the newly elected Supervisory Council of joint stock company “Ventspils nafta”, to notify the members of the Supervisory Council about the time and venue of the Supervisory Council meeting, to fix the agenda of the first meeting of the newly elected Supervisory Council of joint stock company “Ventspils nafta”, to open the Supervisory Council meeting, as well as to take other necessary actions in relation to convening and holding the first meeting of the newly elected Supervisory Council of joint stock company “Ventspils nafta”.
4) To fix the annual remuneration fund for the Supervisory Council members for fulfilment of duties of members of the Supervisory Council of joint stock company “Ventspils nafta” in the amount of EUR 0.000 (zero euro).

Voting results: decision is taken with 99.95% of the votes casted “For”.

Management Board of joint stock company “Ventspils nafta”

         Elīna Dobulāne, Communications Consultant

         JSC Ventspils nafta

         Phone: +371-25959447

         E-mail: elina.dobulane@vnafta.lv

         www.vnafta.lv