APPROVED by resolution of the Management Board of JSC “Ditton pievadķēžu rūpnīca” dated 20.03.2007 (Protocol No.3/2007) by resolution of the Council of JSC “Ditton pievadķēžu rūpnīca” dated 04.04.2007 (Protocol No.111) DRAFT Resolutions on issues of the agenda of regular general meeting of shareholders of JSC “Ditton pievadķēžu rupnīca” dated 27.04.2007 1. Approval of the annual report for year 2006. Resolution: The regular general meeting of shareholders of joint-stock company “Ditton pievadķēžu rūpnīca” (27.04.2007) considered and takes notice of Report of the Council and Management Board on results of work for 2006, report of the auditor SIA „„Invest-Rīga” Daugavpils” and approves the annual report of JSC “Ditton pievadķēžu rūpnīca” for year 2006 (enclosed). 2. Profit distribution of year 2006. Resolution: To use net profit of JSC „Ditton pievadķēžu rūpnīca” of year 2006 in the amount 106 879 Ls in the following way: 2.1. To direct the part of net profit in the amount of 11 100 Ls or 10,39%, which is 0,0015 Ls for one share, on payment of dividends, setting dividend record date on 18.05.2006 and dividend payment day on 29.05.2007. The payment of dividends to the shareholders of the company shall be effected in compliance with the Latvian Central Depositary rules. 2.2. To leave the sum in the amount of 95 779 Ls or 89,61% of net profit of JSC „Ditton pievadķēžu rūpnīca” unshared and to direct it on development of the company. 3. Election of the jury auditor of the Company. Resolution: 3.1. Taking into account effective cooperation with auditing company SIA ””Invest-Rīga” Daugavpils” (registration No. 40003227526, legal address: Raina Street 28, Daugavpils, LV-5403), its written consent to be elected as auditor, Clause 176 of Commercial Law, Clause 62 of the Law on Annual Reports of Enterprises, to elect SIA ””Invest-Rīga” Daugavpils”, reg.No.40003227526, legal address: Raina Street 28, Daugavpils, LV-5403, as auditor of the company. 3.2. To determine term of powers of auditor till cancellation of this resolution or withdrawal of powers on the base of written statement of the auditor providing that it will be submitted not later that 6 months before the end of financial year. 3.3. To charge the Management Board to conclude a written contract with elected auditor. 4. Amendments to the Articles of the Company. Resolution: 4.1. Taking into account changes in legislative acts of Republic of Latvia, approve proper amendments to the Articles of the company proposed by the Management Board. 4.2. To approve the Articles of the company in new wording with accepted amendments. 4.3. To determine that amendments to the Articles of JSC „Ditton pievadķēžu rūpnīca”, which are mentioned in the items 4.1 and 4.2 of the current resolution, come into force from the moment of their registration in the Commercial register of Register of Enterprises of Republic of Latvia. 4.4. To charge the Management Board with notifying the Register of Enterprises of Republic of Latvia about the redrafted Articles and amendments accepted to it. To charge the Management Board to ensure all formalities for execution of the current resolution of general meeting of shareholders in connection with registration of amendments to the Articles of JSC „Ditton pievadķēžu rūpnīca” in the Commercial Register Office of Republic of Latvia. If Commercial Register Office of Republic of Latvia refuses or postpones registration of amendments of the Articles of the company due to well-grounded reasons, to charge Council of the company as a representative body of the shareholders' interests: 4.4.1. to eliminate by its resolution the reasons of refusal, which shall be mentioned in the resolution of public notary of Commercial Register Office of Republic of Latvia, if they are connected with the adjustment of the documents according to legal regulations of Republic of Latvia, with the elimination of errors, misprints, formalities of documents' execution and which do not change the scope of shareholders' rights and obligations, which are determined by this resolution of general meeting; 4.4.2. to convene and to held the extraordinary general meeting of shareholders within thirty days if the elimination of objections concerning the registration of amendments in Articles of JSC „Ditton pievadķēžu rūpnīca” in Commercial Register Office of Republic of Latvia are beyond the above mentioned authorities, which are granted to the Council of the company by the resolution of this general meeting. 5. Notice about Corporate Governance Principles and Recommendations on their Implementation issued by Riga Stock Exchange. Resolution: 5.1. Take notice of Corporate Governance Principles and Recommendations on their Implementation issued by Riga Stock Exchange. Chairman of the Management Board (signature) E.Zavadskis Deputy Chairman of the Management Board (signature) P.Dorofejevs Members of the Management Board (signature) N.Redzoba (signature) J.Kostromins (signature) R.Bruzevics
DRAFT RESOLUTIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF JSC "DITTON PIEVADKEZU RUPNICA"
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