ZEMAITIJOS PIENAS

MATERIAL EVENT



DRAFT RESOLUTION



In the draft resolution of the general meeting of AB Žemaitijos Pienas

shareholders, which is to take place on 23 March 2001, it is intended

to increase the company’s authorised capital out of additional contributions

by LTL 4m, from LTL 37m to LTL 41m, by issuing 400,000 ORS at LTL 10 par.

It is also established that the pre-emptive right to acquire new issue will

not be granted to all shareholders. Issue price shall be established at not

less than LTL 20. The Board of the company is authorised to select investors,

establish terms of share subscription and payment, issue price, and all other

matters related to this share issue.





Irena Sketrienė

Responsible for securities

8-294-22214