MAZEIKIU NAFTA

MATERIAL EVENT



INVESTMENT AGREEMENT BETWEEN AB MAZEIKIU NAFTA AND UAB UOTAS



On 27 February 2002, AB Mazeikiu Nafta signed an investment agreement with UAB

Uotas and shareholders of UAB Uotas, namely Sergej Tugusi and Vitalija

Kroliene. This investment agreement shall come into force when the Competition

Council of the Republic of Lithuania issues a permit for concentration

(according to the verbal information of AB Mazeikiu Nafta, the Competition

Council of the Republic of Lithuania adopted the decision to issue a permit on

28 February 2002) and when other conditions for the concluding of the agreement

are fulfilled. If the concluding conditions under this investment agreement are

fulfilled, at the time of conclusion UAB Uotas will issue 52,480 ordinary

registered shares at LTL 1,000 par value each. AB Mazeikiu Nafta will subscribe

to 49,980 new shares, which will account for 85% of all UAB Uotas shares after

the increase of the authorized capital. For the payment of shares, AB Mazeikiu

Nafta will figure in the receivable sums (LTL 49,980,000) and other financial

liabilities of UAB Uotas into the subscription price. The core activity of UAB

Uotas is wholesale and retail trading in oil products.





Tadas Augustauskas

Head of the communic. service

293-92608