ZEMAITIJOS PIENAS

MATERIAL EVENT



RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS



(Unofficial Translation Done at the NSEL)



On 1 May  2004, the Extraordinary General Meeting (EGM) of Zemaitijos Pienas AB

shareholders was held. The meeting resolved to:

1.1. Reorganise, pursuant to the provisions of Article 71 of the Law on

Companies of the Republic of Lithuania, the company Zemaitijos Pienas AB which

will continue its activities as a legal entity by separating from it part of

the company to serve as the basis for a new company,  Zemaitijos Pieno

Investicija AB. Approve conditions for the reorganization of Zemaitijos Pienas

AB, taking due regard to the changes that have occurred in assets, rights and

obligations during the period between conditions for the reoganisation of the

company were prepared and the date of this EGM.

1.2. Approve the Articles of Association of the companies to function after the

reorganisation, i.e. of  Zemaitijos Pienas AB and of Zemaitijos Pieno

Investicija AB.

1.3. Authorise the Board of Zemaitijos Pienas AB to prepare the final wording

of the  Articles of Association with due regard to the comments and criticism

expressed at the meeting. Authorise Algirdas Pazemeckas, Director General of

Zemaitijos Pienas AB, at the same time granting him the right  to authorise

another person, to submit documents with regard to reorganisation of the

company adopted by the company’s shareholders at this EGM, to the Register of

Enterprises and sign the Articles of Association of the companies to act after

the reorganisation, Zemaitijos Pienas AB and Zemaitijos Pieno Investicija AB,

as well as register them with the Register of Enterprises.





Dalia Geciene

Chief Financier

(+370-444)-22206