MAZEIKIU NAFTA

MATERIAL EVENT



DESICIONS ADOPTED AT THE REPEAT. EXTRAORDIN. MEETING



At the repeated extraordinary shareholders’ meeting, which took place on 21

August 2001, it was decided:

1.1 Pursuant to item 2 of Part 1 of Article 54 of the Company Law of the

Republic of Lithuania to reduce the authorized capital of AB “Mažeikių nafta”

from 1,034,989,850 Litas to 517,494,925 Litas. Company’s authorized capital

shall be reduced by canceling 517,494,925 ordinary registered shares of the

Company, establishing that the number of shares belonging to all shareholders

of the Company is reduced in proportion.

1.2 To approve AB “Mažeikių nafta” shares annulment procedure due to the

decrease of the authorized capital of AB “Mažeikių nafta”, established by the

Board of Directors of the Company and coordinated with the Securities

Commission of the Republic of Lithuania and Lithuanian Central Securities

Depository.

1.3 To obligate the General Director of AB “Mažeikių nafta” pursuant to the

established procedure to inform Company’s creditors and shareholders about the

resolution of the General Meeting of Shareholders to reduce the authorized

capital, to perform all other actions necessary to implement the reduction of

the authorized capital and to authorize the General Director to sign all

necessary documents.

2.1 To amend Paragraph 6.1. of Chapter 6 and Paragraph 7.4. of Chapter 7 of the

Articles of Association of AB “Mažeikių nafta” and lay them down as

follows:“6.1. The authorized capital of the Company is equal to 517,494,925

(five hundred seventeen million four hundred ninety four thousand nine hundred

twenty five) Litas. The authorized capital is divided into 517,494,925 (five

hundred seventeen million four hundred ninety four thousand nine hundred twenty

five) ordinary registered shares of 1 (one) Litas par value”.

“7.4. Only fully paid shares shall confer voting rights in the General Meeting

of Shareholders”.

2.2 To obligate the General Director of AB “Mažeikių nafta” to register the

amendments of the Articles of Association of AB “Mažeikių nafta” and to

authorize him to sign all the necessary documents.

3. Pursuant to Part 1 of Article 52 of the Company Law of the Republic of

Lithuania to increase the authorized capital of AB “Mažeikių nafta” from

517,494,925 Litas to 575,633,954 Litas by issuing 58,139,029 new ordinary

registered shares with a par value of 1 (one) Litas each, the total issue price

whereof amounts to 91,800,000 Litas.

4.1 To cancel the preemption right to shareholders of AB “Mažeikių nafta” to

acquire the shares of this newly issued share issue.

4.2 To grant Russian company OAO “Yukos” Oil Corporation, indicated by the

financial advisor of the Company, or its proposed subsidiary Yukos Finance

B.V., indicated by the financial advisor of the Company, or any other company

proposed and wholly controlled by OAO “Yukos” Oil Corporation, indicated by the

financial advisor of the Company, with the right to subscribe for all newly

issued ordinary registered shares, provided that after the General Meeting of

Shareholders but before execution of the Share Subscription Agreement such

subscriber of shares enters into the Investment Agreement with AB “Mažeikių

nafta”, the Government of the Republic of Lithuania and Williams International

Company and Amendment to Common Terms and Interpretation Agreement with

AB “Mažeikių nafta”, the Government of the Republic of Lithuania, Williams

International Company, Williams International Services Company and

UAB “Williams Lietuva”, establishing that the subscribed shares shall be paid

in monetary contributions within 160 days from the registration of the share

issue with the Securities Commission of the Republic of Lithuania.

5.1 To amend Paragraph 6.1. of Chapter 6 of the Articles of Association of

AB “Mažeikių nafta” and lay it down as follows:

“6.1. The authorized capital of the Company is equal to 575,633,954 (five

hundred seventy five million six hundred thirty three thousand nine hundred

fifty four) Litas. The authorized capital is divided into 575,633,954 (five

hundred seventy five million six hundred thirty three thousand nine hundred

fifty four) ordinary registered shares of 1 (one) Litas par value.”

5.2 To obligate the General Director of AB “Mažeikių nafta” to register the

amendments of the Articles of Association of AB “Mažeikių nafta” and to

authorize him to sign all the necessary documents.

6. To approve the U.S. $75 million (presently equivalent to 300 million Litas)

long-term loan to be granted to AB “Mažeikių nafta” by Russian company

OAO “Yukos” Oil Corporation, its subsidiary Yukos Finance B.V., or any other

company proposed by OAO “Yukos” Oil Corporation that is wholly controlled by

it, or the agent proposed by OAO “Yukos” Oil Corporation if such agent is

specifically approved by the Ministry of Economy of the Republic of Lithuania,

the holder of the shares owned by the Lithuanian State in AB “Mažeikių nafta”,

and the shareholder Williams International Company, at an annual interest rate

of ten per cent.





Tadas Augustauskas

Head of Communication Office

293-92608