UTENOS TRIKOTAZAS

MATERIAL EVENT



DECISIONS OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING



(Unofficial translation done at the NSEL)



On 21 November 2002, the extraordinary general shareholders’ meeting took

place. At the meeting the following decisions were adopted:

1) to revoke Arthur Andersen from the position of the company’s auditor;

2) to elect Ernst&Young Baltic auditor for 2002, to approve the auditor’s

remuneration of LTL 72 thousand, VAT excluding;

3) following par.1.1 and 2.2 of Article 54 of the Company Law of the Republic

of Lithuania, to reduce the company’s authorised capital by 15,500,000 by

annulling 15,500,000 shares, by reducing the number of shares held by each

shareholder in proportion to the number of shares they hold. There are no

shares of Utenos Trikotazas held by the company or its subsidiaries. Once

the shares are annulled, the available funds will be paid to all shareholders

in proportion to the nominal value of shares they hold by the right of

ownership. Persons, who are the company’s shareholders on the day the

amendments to par. 4.2 of the company’s Article of Association are registered

with the Register of Enterprises, will be subject to receiving the funds.

3.1. to authorise Nijole Dumbliauskiene, the company’s director general, to

announce and disclose the decision to reduce the authorised capital in the

manner prescribed by Article 54.6 of the Company Law.

4. to amend the company’s Articles of Association due to the reduction of the

authorised capital and to read paragraph 4.2 as follows:

“4.2. The authorised capital of the company equals LTL 19,834,442. It is

divided into 19,834,442 ordinary registered shares at LTL 1 par.

4.2. to authorise Nijole Dumbliauskiene, the company’s director general, to

sign the documents and to submit all documents, which are related to the

registration of the reduction of the authorised capital, including annulment of

 registration of securities (shares) and registration of amended Articles of

Association with the Register of Enterprises, to state institutions in the

manner established by the Company Law of the Republic of Lithuania.





Aldona Šinkūnienė

accountant

(370 389) 63093