VILNIAUS VINGIS

MATERIAL EVENT



DECISION ADOPTED AT THE GENERAL SHAREHOLDERS’ MEETING



1.1. Reduce the authorised capital by LTL 9,123,105 from

LTL 45,615,525 to LTL 36,492,420. The authorised capital

is reduced pursuant to paragraph 2.1. of Article 45 of

the Company Law and subparagraph 2a of paragraph 5.12.

of the Articles of Association in order to pay available

funds of the company to all shareholders in proportion to

the par value of the shares owned by them. The authorised

capital is reduced by decreasing par value of shares from

LTL 5 to LTL 4 pursuant to paragraph 3.1. of Article 45 of

the Company Law.

All shareholders will be paid LTL 1 per one ordinary registered

share. The sums payable are calculated according to the

shareholders’ list valid on the day of registration of reduction

of the authorised capital and amendments to the Articles of

Association (due to reduction of the authorised capital) with

the Ministry of Economy.

All shareholders and creditors will be notified about the

decision to reduce the authorised capital in writing.

The material event announced after the general shareholders’

meeting contains a detailed information on the procedure of

the reduction of the authorised capital.

1.2. approve the procedure for reduction of the authorised capital:

After a permit of the Securities Commission of Lithuania to reduce

the authorised capital is received and 3 months pass after all

shareholders and creditors were notified, and all additional

guarantees to those creditors who requested so were provided

(according to paragraph 7 of Article 45 of the Company Law),

the Ministry of Economy will be addressed with the inquiry to

register reduction of the authorised capital and amendments to

the Articles of Association. The intended submission of the

application to reduce the authorised capital and the exact date

of its submission is announced as the prospective material event

one week in advance. Also the NSEL is addressed with the inquiry

to suspend trading in securities of Vilniaus Vingis AB on

the Stock Exchange from the day the application is filed with

the Ministry of Economy.

 After the Ministry of Economy registers reduction of the authorised

capital and amendments to the Articles of Association, it is

announced as a material event. An inquiry regarding compilation

and presentation of shareholders’ lists (on the day of registration

of amendments to the Articles of Association) is filed with

the Central Securities Depository of Lithuania. When lists are

received, LTL 1 is calculated for one share for each shareholder.

After the Central Securities Depository of Lithuania makes necessary

records (due to reduction of the par value of shares), trading on

the NSEL is renewed.

It is expected to reduce the authorised capital until 1 September 2001,

if there is no delay with issuance of the permit of the LSC

and registration of reduction of the authorised capital and

amendments to the Articles of Association with the Ministry of Economy.

1.3. authorise the company’s Board to pass a decision regarding

amendments to the procedure of reduction of the authorised capital

(paragraph 1.2.), if necessary.

2. To amend paragraphs 3.1. and 5.2. of the Articles of Association

as follows:

3.1. Shares of the company are ordinary registered ones. Share

par value equals LTL 4. One ordinary registered share gives

one vote at the general shareholders’ meeting.

Records in the securities accounts, managed by the company

or the financial brokerage firm, are evidence of the ownership of shares.

A shareholder has a right to choose where he wants to have an account.

Upon request of the shareholder, statement of an account must be presented.

Acquisition of shares does not impose for shareholders any additional

financial obligations, except for payment of the established issue

price of shares.

5.2. The company’s authorised capital equals LTL 36,492,420.

It is divided into 9,123,105 ordinary registered shares.

Par value of each share is LTL 4.

Authorise the company’s Director General Vaclovas Sleinota

to sign amendments to the Articles of Association and represent

the company when registering reduction of the authorised capital

in the manner set forth in the laws.





Rimantas Baltrušaitis

Head of the unit

392807