MAZEIKIU NAFTA

MATERIAL EVENT



DECISIONS OF THE EXTRAORDINARY MEETING OF SHAREHOLDERS OF AB MAZEIKIU NAFTA



The following resolutions were taken during an extraordinary meeting of

shareholders on 19 June 2002:

1. To approve the new wording of the Articles of Association of AB Mazeikiu

Nafta and authorize the General Director of AB Mazeikiu Nafta to sign the

Articles of Association and present it to the Sate Register of Enterprise,

performing all actions in relation thereto and signing other related documents;

2.1. Pursuant to Part 7 of Article 32 of the Company Law of the Republic of

Lithuania to recall all the members of the Supervisory Board of AB Mazeikiu

Nafta;

2.2. To elect the following members of the Supervisory Board of AB Mazeikiu

Nafta:

      Vladas Gagilas, Genovaite Gelezeviciene, Vytatuas Arsauskas, James E.

Scheel, Robert B. Maples, Craig S. Jones, Vladimir N. Kasterin, Bruce K.

Misamore, and Pavel P. Ivlev;

2.3. To permit AB Mazeikiu Nafta” Supervisory Board members to be members of

other companies’ boards or supervisory councils as well as heads of

administration;

3. To approbate the Management Plans of AB Mazeikiu Nafta

(the Management Basis, Operating Plan, Financing Plan and Capital Expenditure

Budget, including all their schedules and exhibits) and instruct the Board of

Directors of AB Mazeikiu Nafta to approve the said Management Plans;

4.   Taking into consideration that UAB Arthur Andersen is elected as AB

Mazeikiu Nafta audit enterprise and UAB Arthur Andersen together with audit

enterprise UAB Ernst & Young is incorporating a new audit enterprise UAB Ernst

& Young Baltic, to establish that from the moment of incorporation of UAB Ernst

& Young Baltic until the expire of the election term of the present AB Mazeikiu

Nafta audit enterprise UAB Arthur Andersen, UAB Ernst & Young Baltic is elected

as the audit enterprise of AB Mazeikiu Nafta;

5. To establish that the fee for the audit services of the audit enterprise of

Mazeikiu Nafta rendered in 2002 shall not exceed LTL 1,000,000, including

Company’s already paid fee for audit services received in 2002.





Tadas Augustauskas

Head of Communication Unit

(370 93) 92608