Suelos y substratos

As of the date of the Prospectus each of Mrs. Undine Bude, Mr. Viesturs Tamuzs and Mr. Maris Simanovics (the “Principal Shareholders”) owns directly 10% of the Issuer’s share capital. Principal Shareholders are also beneficial owners of ESOMTAX INVEST LIMITED (Cyprus), which owns 42% of the Issuer’s share capital. Moreover, Principal Shareholders are direct and indirect shareholders of AS Perseus, which is partner in Otrais Eko Fonds. Otrais Eko Fonds owns 28% of the Shares as of the date of the Prospectus. Following the Offering each of Mrs. Undine Bude, Mr. Viesturs Tamuzs and Mr. Maris Simanovics will continue to own directly 7.81% of the Shares, assuming all of the Offer Shares are allotted to investors. Moreover, ESOMTAX INVEST LIMITED (Cyprus) will continue to own 32.82% of the Shares, assuming all of the Offer Shares are allotted to investors. Together, the Principal Shareholders will continue to own directly and indirectly up to 56.25% of the Shares, assuming all of the Offer Shares are allotted to investors. The Principal Shareholders are not acting in concert with respect to the Issuer.

Control over the Company

As at the date of this Prospectus, so far as the Company is aware, there is no arrangement that might result in the change of control over the Company.

Dilution

The tables below indicate the Issuer’s shareholding structure as at the date of this Prospectus and after the Offering:

Shares owned prior to the Offering

Shares owned after the

Offering(1)

Shareholder

Number of

shares % Number of shares %

ESOMTAX INVEST LIMITED (Cyprus) (2) _{9,418,500 42 9,418,500 32.82}

Otrais Eko Fonds(3) _{6,279,000 28 0 0}

Mr. Viesturs Tamuzs 2,242,500 10 2,242,500 7.81

Mrs. Undine Bude 2,242,500 10 2,242,500 7.81

Mr. Maris Simanovics 2,242,500 10 2,242,500 7.81

Public - - 12,558,000 43.75

Total 22,425,000 100 28,704,000 100

(1) _{Assuming that all the Offer Shares are allotted in the Offering.}

(2) _{Beneficial owners of ESOMTAX INVEST LIMITED (Cyprus) are: Mr. Viesturs Tamuzs, Mrs. Undine Bude and Mr. Maris}

Simanovics.

(3) _{Otrais Eko Fonds is a limited partnership with 5 partners: Latvian Guarantee Agency, AS Perseus, AS Swedbank}

Ieguldijumu parvaldes sabiedriba, Swedbank Investeerimisfondid Aktsiaselts and AS Eko Investors (management company of the fund, general partner). Shareholders of AS Perseus are: AS Eko Investors, Mr. Viesturs Tamuzs and Mrs. Undine Bude. Shareholders of AS Eko Investors are: Mr. Viesturs Tamuzs, Mrs. Undine Bude, Mr. Maris Simanovics, Mr. Eduards Ekarts and Mrs. Lelde Vitina.

The voting rights of the Principal Shareholders with respect to its Shares do not differ in any respect from the rights attaching to the Offer Shares. The Principal Shareholders will not have other voting rights from other shareholders, other than the greater or lesser voting power inherent in its percentage ownership in the Company’s share capital.

Selling Shareholder

Limited partnership Otrais Eko Fonds, corporate code: 40003837498, with registered office at Darza iela 2, Riga, LV-1007, Latvia is the Selling Shareholder.

Lock-up agreement

On 11 June 2012 the Company, the Principal Shareholders, the Selling Shareholder, ESOMTAX INVEST LIMITED (Cyprus), the Offering Broker, the Financial Advisor and Nordea Bank entered into lock-up agreement (the “Lock-up Agreement”) on terms described below.

Except for: (i) the issue of the New Shares in the Offering, (ii) the issue of securities linked to the Issuer’s share capital under any share / management incentive plan that may be implemented by the Issuer and (iii) the pledge of existing shares of the Company in favour of Nordea Bank, the Issuer agreed that for the period of 12 months from the Settlement Date, the Issuer, its General Meeting, Supervisory Board and/or Management Board will not, without the prior written consent of the Offering Broker, which consent shall not be unreasonably withheld, propose or otherwise support an offering of any of the Company’s existing shares, announce any intention to offer new shares or and/or issue any securities convertible or exchangeable into the Company’s existing or new shares or securities that in any other manner represent the right to acquire existing or new shares in the Company, and/or conclude any transaction (including any transaction involving derivatives) of which the economic effect would be similar to the effect of selling the Company’s shares.

Furthermore, except for: (i) the issue of the New Shares in the Offering, (ii) the issue of securities linked to the Issuer’s share capital under any share / management incentive plan that may be implemented by the Issuer, (iii) the pledge of existing shares of the Company in favour of Nordea Bank, and (iv) selling the Sale Shares by the Selling Shareholder in the Offering, the Principal Shareholders, the Selling Shareholder and ESOMTAX INVEST LIMITED (Cyprus) agreed that for a period of 12 months from the Settlement Date shall not, without the prior consent of the Offering Broker, which consent shall not be unreasonably withheld: (i) sell or otherwise transfer any of the Company’s existing shares, (ii) propose or otherwise support an offering of any of the Company’s existing shares, (iii) announce any intention to sell (or otherwise transfer) any of the Company’s existing shares, (iv) propose or otherwise support intention to offer new shares of the Company; (v) issue any securities convertible or exchangeable into the Company’s existing or new shares, (vi) issue any securities that in any other manner represent the right to acquire existing or new shares in the Company; (vii) encumber existing or new shares in the Company, and (viii) conclude any transaction (including any transaction involving derivatives) whose economic effect would be similar to the effect of the sale, encumbrance or transfer of the Company’s shares.

In addition, except for: (i) the issue of the New Shares in the Offering, (ii) the issue of securities linked to the Issuer’s share capital under any share / management incentive plan that may be implemented by the Issuer and (iii) the pledge of existing shares of the Company in favour of Nordea Bank, the Principal Shareholders, the Selling Shareholder and ESOMTAX INVEST LIMITED (Cyprus) for a period of 12 months from the Settlement Date agreed not to propose, vote in favour of or otherwise support, without the prior consent of the Offering Broker, which consent shall not be unreasonably withheld: (i) any increase of the Company's share capital, (ii) any issuance of securities convertible or exchangeable into the Company’s existing or new shares, (iii) any issuance of any other securities that in any other manner represent the right to acquire existing or new shares in the Company, and (iv) the conclusion of any transaction (including any transaction including derivatives) of which the economic effect would be similar to the effect of causing the Company to issue such instruments. Additionally, Nordea Bank agreed that for a period of 12 months from the Settlement Date will not, without the prior consent of the Offering Broker, which consent shall not be unreasonably withheld: (i) sell or otherwise transfer any of the Company’s shares pledged to Nordea Bank, (ii) propose or otherwise support an offering of any of the Company’s shares pledged to Nordea Bank, (iii) announce any intention to sell (or otherwise transfer) any of the Company’s shares pledged to Nordea Bank, (iv) issue any securities convertible or exchangeable into the Company’s shares pledged to Nordea Bank, (v) issue any securities that in any other manner represent the right to acquire the Company’s shares pledged to Nordea Bank, (vi) encumber the Company’s shares pledged to Nordea Bank for the benefit of third parties, and (vii) conclude any transaction (including any transaction involving derivatives) whose economic effect would be similar to the effect of the sale, encumbrance or transfer of the Company’s shares pledged to Nordea Bank. The Offering Broker shall not unreasonably reject its consent for sale of the Company’s shares pledged to Nordea Bank to the purchaser presented to the Offering Broker by Nordea Bank and under terms and conditions acceptable for the Offering Broker and Nordea Bank shall not be prohibited, in order to satisfy its outstanding claims arising from the Nordea Financing Agreements, from: (i) taking over any of the Company’s shares pledged to Nordea Bank in accordance with certain pledge agreements, and (ii) selling or otherwise transferring any of the Company’s shares pledged to Nordea Bank outside the regulated market to affiliate of Nordea Bank or to a strategic investor. Moreover, taking over, selling or

without the prior written consent of the Offering Broker, if: (i) the entity acquiring the Company’s shares pledged to Nordea Bank prior to becoming the owner of any of the Company’s shares pledged to Nordea Bank will enter into the Lock-up Agreement; or (ii) it will made as a result of acceptance of a general offer (a public tender offer) directed to all the holders of the issued and allotted shares of the Company for the time being on terms which treat all such holders, including Nordea Bank, alike.

DESCRIPTION OF THE SHARES AND CORPORATE RIGHTS AND OBLIGATIONS