AB Stumbras     Subject of the stock  event       2005.09.23



Resolutions of AB “Stumbras” Extraordinary Meeting of Shareholders Held on September 23, 2005



1. To reorganise AB “Stumbras” pursuant to the provisions of Article 71

 of the Law on Companies of the Republic of Lithuania separating a part

 of AB “STUMBRAS” and forming a new company AB “BIOFUTURE” on the basis

 of the assets, rights and obligations assigned to the separated part of AB “Stumbras”; 

2. To approve the terms of reorganisation of AB “STUMBRAS” supplementing

 Paragraph 3.2.1 of the terms of reorganisation with the following part two:

 “In the newly formed AB “BIOFUTURE”, the shares of AB “STUMBRAS” owned by

 the persons will be allotted pro rata to the number of shares owned by each

 shareholder in the authorised capital of AB “STUMBRAS” according to the number

 of shares held by each shareholder as of the day of AB “STUMBRAS” Extraordinary

 Meeting of Shareholders, which adopted the decision to approve the terms of

 reorganisation and other reorganisation documents”;

3. To approve the amended edition of the Articles of Association of AB “STUMBRAS”;

4. To approve the Articles of Association of AB “BIOFUTURE”;

5. To authorise Česlovas Matulevičus, Director General of AB “STUMBRAS” to sign

 the amended edition of the Articles of Association of AB “STUMBRAS”, Articles

 of Association of AB “BIOFUTURE” and other documents required for the registration

 of the Articles of Association with the Register of Legal Entities with the right

 to reauthorize another person to perform the aforementioned actions.





It is regarding for the selection of a firm of auditors and terms of remuneration

 for audit services.



Resolutions drafts:

1)	To select “Price WaterhouseCooper” UAB as the company’s auditor for the year

 2005 financial statements inspection;

2)	To establish, that terms of remuneration for audit services can’t overdraw 70 000 LT.

3)	To authorize the Managing Director of the company to sign agreement with the

 company “Price WaterhouseCooper” UAB.



Romanas Raulynaitis

Chairman of the Supervisory Board 

+370 5 2786212