Approved in the meeting of the Management Board of JSC „Parex banka”
on 28 November 2011 and 12 December 2011 
and revised in the meeting of the Supervisory Council of JSC „Parex banka”
on 28 November 2011 and 14 December 2011 

DRAFT RESOLUTIONS

of Extra-Ordinary General Meeting of Shareholders

of joint stock company „Parex banka” to be held on December 28, 2011

1. On giving up of credit institution operating licence issued to JSC “Parex banka”

1.       To give up of credit institution operating licence issued to JSC “Parex banka” subject to the provisions of 3^rd part of Clause 126 of Credit Institutions Law.

2.       To be in line with provisions of 3^rd part of Clause 126 of Credit Institutions Law and maintain the solvency of JSC „Parex banka”, upon request of Ministry of Finance made in accordance with provisions of the agreements on placement of deposits of Ministry of Finance (state aid provided to credit institution business support), to convert deposits placed by Ministry of Finance with JSC „Parex banka” into JSC „Parex banka” dematerialised closed issue bonds.

3.       To issue JSC „Parex banka” dematerialised closed issue bonds in the amount of outstanding principal of deposits placed by Ministry of Finance with JSC „Parex banka, being necessary for converting of deposits placed by Ministry of Finance, and authorise JSC „Parex banka” Supervisory Council to approve issue regulations of mentioned JSC „Parex banka” dematerialised closed issue bonds, as well as any further amendments to mentioned issue regulations.

4.       To authorise JSC „Parex banka” Management Board to perform all necessary actions to issue JSC „Parex banka” bonds, convert deposits placed by Ministry of Finance into JSC „Parex banka” bonds, as well as receive permission from Finance and Capital Market Commission subject to provisions of 3^rd part of Clause 126 of Credit Institutions Law related to giving up of credit institution operating licence issued to JSC “Parex banka”.

2. On amendments to the Articles of Association of JSC “Parex banka”

1. Replace in whole text of Articles of Association of JSC “Parex banka” (except in words “Parex banka”) the word “Bank” with the word “Company”.
2. To amend Paragraph 2.1 of Articles of Association of JSC „Parex banka”, approving its new wording as follows:

“2.1. The main types of the Company’s commercial activity in accordance with the 2^nd revision of NACE classification (Statistical classification of economic activities) are as follows:

2.1.1. Restructuring of the Company’s loans (00.00);

2.1.2. Recovery of the Company’s loans (00.00);

2.1.3. Buying and selling of own real estate (68.10);

2.1.4. Renting and operating of own or leased real estate (68.20);

2.1.5. Management of real estate on a fee or contract basis (68.32).”

3.       To exclude Paragraphs 6.3.10.-6.3.12. of Articles of Association of JSC „Parex banka”;

4.       To amend Paragraph 6.3.13. of Articles of Association of JSC „Parex banka”, approving its new wording as follows:

“6.3.13. granting any credit or pledge or making any decision which imposes to the Company the obligations to the amount exceeding the amounts approved by the Supervisory Council, exccept granting credit to any of Company’s affiliates;”

5.       To state that above mentioned amendments to the Articles of Association of JSC “Parex banka” shall become effective as from the moment JSC “Parex banka” has received permission from Finance and Capital Market Commission provided in 3^rd part of Clause 126 of Credit Institutions Law in relation to giving up of credit institution operating licence issued to JSC “Parex banka”.

3. On re-naming of JSC “Parex banka”

1.       To re-name JSC “Parex banka” after receiving permission from Finance and Capital Market Commission provided in 3^rd part of Clause 126 of Credit Institutions Law related to giving up of credit institution operating licence issued to JSC “Parex banka”.

2.       To authorise JSC “Parex banka” to perform all necessary activities, incl. to pass all necessary decisions, to approve new name of JSC “Parex banka” in JSC “Parex banka” ordinary shareholders meeting for year 2012.