SANITAS

MATERIAL EVENT



PROPOSAL TO ACQUIRE SHARES



(Unofficial translation done at the NSEL)



On 21 November 2002, a potential buyer submitted a revised proposal to acquire

up to 100% of the issuers shares. The price indicated in the proposal is LTL

4.65 per unit.

Execution of the proposal depends on acquisition of no less than 67% of voting

shares, results of the evaluation of the company’s performance, permission of

the Competition Council, and the final decision of banks which expressed a

desire to finance the transaction. The offer of the potential buyer remains

valid until 1 January 2003. By disclosing this announcement, the issuer states

that the decision regarding approval or rejection of this proposal has not been

adopted yet. Taking into consideration the above-listed conditions, the issuer

notes a considerable risk that the final price of the offer might change and

that the potential buyer might fail to execute its offer.





Rūta Milkuvienė

Lawyer

(370 37) 20 06 62