GRIGISKES

MATERIAL EVENT



EXTRAORDINARY GENERAL MEETING’S RESOLUTIONS



(Unofficial translation done at the NSEL)



The resolutions of the Extraordinary General Meeting of Grigiskes AB held on 29

September 2003 are as follows:



1. It was resolved to reorganize Naujieji Verkiai AB and Grigiskes AB by way of

merger, merging Naujieji Verkiai AB to Grigiskes AB. After the reorganisation,

Naujieji Verkiai AB ceases to exist as a legal person and Grigiskes AB

continues its activities as a legal person.

2. To approve valuation of Naujieji Verkiai AB and Grigiskes AB assets as of 30

June 2003:

   a) Approval of the valuation of Naujieji Verkiai AB assets as of 30 June

2003, according to the assets valuator firm’s "Ober-Hause" UAB Nekilnojamasis

Turtas report (company code 1164504, Labdariu g. 5, Vilnius, Qualification

certificate No 000011) as of 18 July 2003, according to which the net value of

Naujieji Verkiai AB assets is LTL 9 473 003.

   b) Approval of the valuation of Grigiskes AB assets as of 30 June 2003,

according to the assets valuator firm’s "Ober-Hause" UAB Nekilnojamasis Turtas

report (company code 1164504, Labdariu g.5, Vilnius, Qualification certificate

No 000011) as of 18 July 2003, according to which the net value of Grigiskes AB

assets is LTL 66 602 174.

3. Approval of the reorganization plan of Naujieji Verkiai AB and Grigiskes AB.

4. It was resolved to increase the authorized capital of Grigiskes AB from LTL

37 300 000 to LTL 39 956 336, by issuing a new share issue of 2 656 336

ordinary registered shares, at LTL 1 par per share. The authorized capital is

increased according to the reorganization of Naujieji Verkiai AB and Grigiskes

AB and the prepared reorganisation plan. The new share issue is issued with the

aim to exchange shares, as stipulated in the reorganisation plan. That way the

shares of Naujieji Verkiai AB are exchanged into the shares of Grigiskes AB.

The following exchange ratio was established:  9.1526795002 ordinary registered

Grigiskes AB shares at LTL 1 par for one Naujieji Verkiai AB ordinary

registered share at  LTL 10 par.

5. Revocation of the company’s shareholders’ pre-emptive right to subscribe for

newly issued shares by Grigiskes AB and to grant the company’s Naujieji Verkiai

AB shareholders the right to exchange their shares of Naujieji Verkiai AB,

ceased to exist after reorganisation, into the newly issued shares of Grigiskes

AB at the end of reorganisation, according to the terms of the reorganisation

plan and according to the established exchange ratio.

6. Approval of the new wording of the Articles of Association of Grigiskes AB.

To authorise Managing Director Mr Gintautas Pangonis to sign the new wording of

 the Articles of Association and perform all other actions related to the

company’s reorganisation.

7. Grigiskes AB Managing Director Mr Gintautas Pangonis is authorised to sign

all documents and perform all other actions related to Naujieji Verkiai AB and

Grigiskes AB reorganisation.





Gintautas Pangonis

Managing Director

(370 5) 243 58 00