KAUNO ENERGIJA

MATERIAL EVENT



RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS



(Unofficial translation done at the NSEL)



On 28 November 2003, the extraordinary general shareholders’ meeting of

Kauno Energija AB has resolved to:

1. Ellect the audit company Ernst & Young Baltic UAB to perform audit of

economic and financial activities of Kauno Energija AB for the year 2003 to

2005 (hereinafter – audit) and fix the annual payment for the audit of LTL

56,640 (fifty six thousand six hundred forty), VAT included, paying the amount

fixed within 60 days as of  the date of signing the act of acceptance –

transfer of services.

2.Ensure fulfilment of liabilities to the Ministry of Finance of the Republic

of Lithuania on the basis of the Loan Agreement No 528 and the Repayment of the

Loan Agreement No 529 of 1 July 2003 by movable and immovable property owned by

Kauno Energija AB by the right of ownership and pledged with the Ministry of

Finance of the Republic of Lithuania (according to the list attached hereto),

which guarantees coverage of liabilities to the Ministry of Finance of the

Republic of Lithuania under the Loan Agreement No 266 of 23 September 1997,

Loan Agreement No 270 of 8 October 1997, Loan Agreement No 277 of 11 April

1997, Loan Transfer Agreements No 285, No 288, No. 311, No 327 and No. 336 of

31 December 1997, Loan Repayment Agreement No 43G of 22 August 2001.

3. Sell the assets of Kauno Energija AB (Naujasodzio Energija branch):

- long-term assets, specified in Attachments 1, 2, 3, 4, and 5, - for the

amount of LTL 7,252,859;

- short-term assets, specified in the reports of property appraisal (according

to the list attached, Attachment 6) – at the price per unit of assets as

provided in those reports and taking into consideration the changes in the

value of those assets (decrease) on the date of their acceptance – transfer to

the private company Naujasodzio Energijos Paslaugos  UAB (enterprise code

(3603719) by 31 December 2003.





J. Sereikienė

Head of the Department

(+370-37) 308 064