MAZEIKIU NAFTA

MATERIAL EVENT



DESICIONS ADOPTED AT THE REPEAT. EXTRAOR. MEET. (CONTINUED)



“6.1. The authorized capital of the Company is equal to 575,633,954 (five

hundred seventy five million six hundred thirty three thousand nine hundred

fifty four) Litas. The authorized capital is divided into 575,633,954 (five

hundred seventy five million six hundred thirty three thousand nine hundred

fifty four) ordinary registered shares of 1 (one) Litas par value.”

5.2 To obligate the General Director of AB “Mažeikių nafta” to register the

amendments of the Articles of Association of AB “Mažeikių nafta” and to

authorize him to sign all the necessary documents.

6. To approve the U.S. $75 million (presently equivalent to 300 million Litas)

long-term loan to be granted to AB “Mažeikių nafta” by Russian company

OAO “Yukos” Oil Corporation, its subsidiary Yukos Finance B.V., or any other

company proposed by OAO “Yukos” Oil Corporation that is wholly controlled by

it, or the agent proposed by OAO “Yukos” Oil Corporation if such agent is

specifically approved by the Ministry of Economy of the Republic of Lithuania,

the holder of the shares owned by the Lithuanian State in AB “Mažeikių nafta”,

and the shareholder Williams International Company, at an annual interest rate

of ten per cent.

7. According to Part 1 of Article 52 of the Company Law of the Republic of

Lithuania to increase the authorized capital of AB “Mažeikių nafta” from

575,633,954 Litas to 707,454,130 Litas. The increase of the authorized capital

shall be made by issuing 131,820,176 new ordinary registered shares with a par

value of 1 (one) Litas each, the total issue price whereof amounts to

208,200,000 Litas.

To establish that this resolution (7) of the General Meeting of Shareholders

on the authorized capital increase and the following related resolutions (8)

and (9) shall enter into force on the moment of the registration of the

amendment of Paragraph 7.4. of Chapter 7 of the Articles of Association of

AB “Mažeikių nafta” with the Ministry of Economy of the Republic of Lithuania.

8.1 To cancel the preemption right to shareholders of AB “Mažeikių nafta” to

acquire the shares of this newly issued share issue.

8.2 To grant Russian company OAO “Yukos” Oil Corporation, indicated by the

financial advisor of the Company, or its proposed subsidiary Yukos Finance

B.V., indicated by the financial advisor of the Company, or any other company

proposed and wholly controlled by OAO “Yukos” Oil Corporation, indicated by

the financial advisor of the Company, with the right to subscribe for all newly

issued ordinary registered shares, provided that after the General Meeting of

Shareholders but before execution of the Share Subscription Agreement such

subscriber of shares has entered into the Investment Agreement with

AB “Mažeikių nafta”, the Government of the Republic of Lithuania and Williams

International Company and Amendment to Common Terms and Interpretation

Agreement with AB “Mažeikių nafta”, the Government of the Republic of

Lithuania, Williams International Company, Williams International Services

Company, and UAB “Williams Lietuva”, establishing that the subscribed shares

shall be paid in monetary contributions within 160 days from the registration

of the share issue with the Securities Commission of the Republic of Lithuania.

9. 1 To amend Paragraph 6.1. of Chapter 6 of the Articles of Association of

AB “Mažeikių nafta” and lay it down as follows:

“6.1. The authorized capital of the Company is equal to 707,454,130 (seven

hundred seven million four hundred fifty four thousand one hundred thirty)

Litas. The authorized capital is divided into 707,454,130 (seven hundred seven

million four hundred fifty four thousand one hundred thirty) ordinary

registered shares of 1 (one) Litas par value.”

9.2 To obligate the General Director of AB “Mažeikių nafta” to register the

amendments of the Articles of Association of AB “Mažeikių nafta” and to

authorize him to sign all the necessary documents.





Tadas Augustauskas

Head of Communications Service

293 - 92608