Ditton pievadkezu rupnica

AGM Information • Sep 12, 2011

APPROVED by the resolution of extraordinary meeting of shareholders of JSC "Ditton pievadėēžu rūpnīca" dated 14 October 2011 Protocol No.2

AMENDMENTS

TO THE ARTICLES OF JSC "DITTON PIEVADĖĒŽU RŪPNĪCA"

1. Item 2.4 of the Articles shall be amended as follows:

2.4. Shareholders of the company can be any natural and legal persons who in accordance with Latvian law and these Articles own the company's shares and which are indicated in the information about company's shareholders provided by Latvian Central Depository.

2. Section 3 of the Articles "Types of commercial activities" shall be amended as follows:

III. TYPES OF COMMERCIAL ACTIVITIES

Group	Description

• 29.3 Manufacture of parts and accessories for motor vehicles
• 30.9 Manufacture of transport equipment n.e.c.
• 33.1 Repair of fabricated metal products, machinery and equipment
• 33.2 Installation of industrial machinery and equipment
• 45.3 Sale of motor vehicle parts and accessories
• 45.4 Sale, maintenance and repair of motorcycles and related parts and accessories
• 25.1 Manufacture of structural metal products
• 25.2 Manufacture of tanks, reservoirs and containers of metal
• 25.4 Manufacture of weapons and ammunition
• 25.5 Forging, pressing, stamping and roll-forming of metal; powder metallurgy
• 25.6 Treatment and coating of metals; machining
• 25.7 Manufacture of cutlery, tools and general hardware
• 25.9 Manufacture of other fabricated metal products
• 22.1 Manufacture of rubber products
• 22.2 Manufacture of plastics products
• 28.1 Manufacture of general-purpose machinery
• 28.2 Manufacture of other general-purpose machinery
• 28.4 Manufacture of metal forming machinery and machine tools
• 28.9 Manufacture of other special-purpose machinery
• 52.1 Warehousing and storage
• 68.1 Buying and selling of own real estate
• 68.2 Renting and operating of own or leased real estate
• 68.3 Real estate activities on a fee or contract basis
• 69.1 Legal activities
• 69.2 Accounting, bookkeeping and auditing activities; tax consultancy
• 70.1 Activities of head offices
• 70.2 Management consultancy activities
• 81.1 Combined facilities support activities
• 82.1 Office administrative and support activities
• 82.3 Organisation of conventions and trade shows
• 82.9 Business support service activities n.e.c.
• 35.1 Electric power generation, transmission and distribution
• 35.2 Manufacture of gas; distribution of gaseous fuels through mains
• 35.3 Steam and air conditioning supply
• 36.0 Water collection, treatment and supply
• 37.0 Sewerage
• 42.9 Construction of other civil engineering projects
• 71.2 Technical testing and analysis
• 77.4 Leasing of intellectual property and similar products, except copyrighted works
• 78.3 Other human resources provision
• 16.1 Sawmilling and planing of wood
• 16.2 Manufacture of products of wood, cork, straw and plaiting materials
• 43.1 Demolition and site preparation
• 43.2 Electrical, plumbing and other construction installation activities
• 43.3 Building completion and finishing
• 43.9 Other specialised construction activities
• 52.2 Support activities for transportation
• 58.1 Publishing of books, periodicals and other publishing activities
• 62.0 Computer programming, consultancy and related activities
• 63.1 Data processing, hosting and related activities; web portals
• 63.9 Other information service activities
• 64.9 Other financial service activities, except insurance and pension funding
• 66.1 Activities auxiliary to financial services, except insurance and pension funding
• 66.3 Fund management activities
• 73.1 Advertising
• 73.2 Market research and public opinion polling
• 74.9 Other professional, scientific and technical activities n.e.c.
• 77.3 Other professional, scientific and technical activities n.e.c.
• 80.2 Security systems service activities
• 00.00 Other activities in conformity with decisions of shareholders, the Council and the Management Board n.e.c.
• 3. Item 6.2.6 of the Articles shall be amended as follows:
• 6.2.6. Rights and obligations of the Company's Management Board, Council, auditor and shareholders with regard to convening of a regular or extraordinary meeting of shareholders, as well as procedures and terms of its convening and course are stated by laws of the Republic of Latvia and Regulations on the convening and course of shareholders' meeting.

Rights and obligations of the Commercial Register Office with regard to convening of a meeting of shareholders, as well as procedures and terms of its convening are stated by laws of the Republic of Latvia.

4. The first sentence of the item 6.2.8 of the Articles shall be amended as follows:

6.2.8. In a meeting of shareholders, those shareholders shall have voting rights who in accordance with procedures of Latvian laws and regulations are specified in the information of Latvian Central Depository about the Company's shareholders provided prior to the meeting, have fulfilled registration procedures in terms specified in the notice on convening of shareholders' meeting and are included in the list of shareholders participating in the meeting.

5. The last paragraph of the item 6.2.10 of the Articles shall be amended as follows:

If all the equity capital with voting rights is represented at a meeting of shareholders, the meeting shall be deemed to have the capacity to act irrespective of the time and manner it was convened and its venue. Such meeting may also discuss issues not included in the agenda and to take decisions on them, if all the shareholders with voting rights unanimously agree to such.

6. To add a new subparagraph 10) to the item 6.2.11 of the Articles in the following wording:

10) the general principles, types and criteria for determination of remuneration intended for the members of the Management Board and the Council.

7. The second sentence of the first paragraph of the item 6.2.12 of the Articles shall be amended as follows:

Restrictions on disclosing of the information above are stated by laws of the Republic of Latvia, these Articles and company's regulations on commercial secrets.

• 8. Item 6.2.14 of the Articles shall be amended as follows:
• 6.2.14. The course of the meeting and decisions taken by the meeting of shareholders are indicated in the minutes of a meeting. The content and composition of the minutes is stated by the Commercial Law, but in the part which is not stipulated by the law – by persons elected for composing and attesting of the minutes. Shareholders have the right to become acquainted with the minutes and the documents appended to it and to receive a copy or an extract from the minutes free of charge.

9. The second sentence of the item 6.3.2 of the Articles shall be amended as follows:

The Council shall be elected for a period which is not longer than 5 (five) years.

10. To complete the item 6.3.7 of the Articles after the first sentence with the sentence in the following wording:

Activity of the Council is regulated by Regulations of the Council approved by shareholders.

11. To complete the item 6.3.8 of the Articles with the second sentence in the following wording:

The member of the Council has the right to withdraw from remuneration.

12. The second sentence of the item 6.4.2 of the Articles shall be amended as follows:

The member of the Management Board shall be elected to office for 5 (five) years.

13. Item 6.4.6 of the Articles shall be amended as follows:

6.4.6. Activity of the Management Board is managed by Chairman of the Management Board (President), but in the time of his absence – Deputy Chairman of the Management Board who shall be appointed by the order of the Chairman of the Management Board.

All members of the Management Board have representation rights.

Members of the Management Board represent the company individually, exercising their rights in frames of the laws and these Articles and in meetings of the Management Board as well.

Activity of the Management Board is regulated by Regulations of the Management Board approved by the Council.

Distribution of duties (powers) and representation restrictions in respect of the company are indicated the Regulations of the Management Board approved by the Council.

The Management Board has a right to appoint one or several Proctors, where it gives them rights to alienate, pledge or encumber immovable property with rights pertaining to property. Commercial Law determines the rights of proctor, and they come into force after their registration in Commercial register, and they are in force until revocation of the procuration or until its other legal termination.

Member of the Management Board, who has signed the documents individually, is individually responsible for them to the company.

Bank documents shall be signed (a right to sign financial documents) by the persons, which are authorized by the Management Board, and a Proctor as well.

• 14. Item 6.4.10 of the Articles shall be amended as follows:
• 6.4.10. Members of the Management Board receive remuneration for their work in accordance with the range of their duties and the financial position of the company which is determined by the Council.
• 15. The first sentence of the Item 7.2 of the Articles shall be amended as follows:
• 7.2. The Management Board approves the annual report and together with the management report to the shareholder meeting submits it to the auditor and the Council.

16. The third paragraph of the item 7.4 of the Articles shall be amended as follows:

The approved annual report shall be submitted to the State Revenue Service of the Ministry of Finance of the Republic of Latvia and in electronic form – to the Commercial Register of the Register of Enterprises of the Republic of Latvia; as well as in accordance with Latvian laws and regulations shall be published in the Central Storage of Regulated Information of the Financial and Capital Market Commission, on the home page of JSC "NASDAQ OMX Riga" on the internet through the GlobeNewswire system and on the website of JSC "Ditton pievadėēžu rūpnīca" on the internet.

Chairman of the Management Board	______	P.Dorofejevs
Members of the Management Board	______	N.Redzoba
	______	J.Sokolovskis