2001.06.27, Lietuvos jūrų laivininkystė, VLN

LIETUVOS JURU LAIVININKYSTE

MATERIAL EVENT



STATUTORY SHAREHOLDERS’ MEETING OF LISCO BALTIC SERVICE



On 27 June 2001, the statutory shareholders’ meeting of AB LISCO BALTIC

SERVICE, which will operate after reorganisation of AB LIETUVOS JŪRŲ

LAIVININKYSTĖ, was held in Vilnius. At the meeting it was decided to:

1. set up AB LISCO BALTIC SERVICE, which will operate after the reorganisation

of AB LIETUVOS JŪRŲ LAIVININKYSTĖ, pursuant to paragraph 4.2. of the Article

10 of the Company Law of the Republic of Lithuania and reorganistion project

of LISCO, approved at the extraordinary meeting of LISCO shareholders as of 26

May 2001;

2.1. amend the first sentence of paragraph 11.2.of the Articles of Association

of LBS, approved at the extraordinary meeting of LISCO shareholders as of 26

May 2001, by replacing the word president with the director general; approve

the revised Articles of Association of LBS (appendix No. 3 of the minutes of

this shareholders’ meeting);

2.2. authorise and bind:

2.2.1. Stanislavas Talat –Kelpša, representative of LJL incorporator – public

company State Property Fund and chairman of the Management Board of LBS, to

sign Articles of Association of LBS;

2.2.2. administration head appointed by the Management Board of LBS to sign and

present all documents and perform all actions related to registration of LJL

and its Articles of Association with the Ministry of Economy of the Republic of

Lithuania;

3.1. until 31 December 2001, elect the following persons members of the

Management Board of LBS: Ole Frie, Peder Gellert Pedersen, Mai Vedel, Eugenija

Sutkienė, and Gediminas Dominas;

3.2. convoke the first sitting of the Management Board of LBS right after the

sitting of the statutory shareholders’ meeting of LBS and consider the issue

regarding election of the chairman of the Management Board of LBS and

appointment of the administration head of LBS – director general;

4. elect the audit company KPMG Lietuva. Auditas, apskaita, konsultacijos UAB

auditor of LBS (company code 1149497, address 12 Vytauto St., in Vilnius).

5. After the Company Law No. VIII – 1835 of the Republic of Lithuania as of 13

July 2001 becomes effective, allow LBS to acquire its own shares from

shareholders who are willing to sell them in the manner and in terms

established by laws.

The purpose of share acquisition is protection of pecuniary interests of

minority shareholders. Minimum number of shares to be acquired is 1/10 of all

ordinary registered shares of LBS. The period during which LBS may acquire its

shares is 12 months from the day the Company Law No. 1835 becomes effective.

Minimum price for an ordinary registered share of LBS at LTL 1 par to be

acquired is a weighted average of share prices of LBS on the National Stock

Exchange of Lithuania during a calendar month prior to the one when sales -

purchase agreement of shares is concluded.

Maximum price for an ordinary registered share of LBS at LTL 1 par is by 10%

larger than the weighted average of share prices of LBS on the National Stock

Exchange of Lithuania during a calendar month prior to the one when sales -

purchase agreement of shares is concluded.

This resolution comes into force when the Company Law No. VIII – 1835 of the

Republic of Lithuania as of 13 July 2000 becomes effective.





Romas Matiukas,

Director of FBF Sinkus

(8-22) 72 34 85