KAUNO ENERGIJA

MATERIAL EVENT



RESOLUTIONS  OF THE EXTRAORDINARY MEETING OF SHAREHOLDERS



(Unofficial translation done at the NSEL)



The extraordinary meeting of shareholders of Kauno Energija held on 14 March

2003 resolved as follows:

1.1. Approve the proposal that the term of signing the Power-station

purchase-sale contract be postponed no further than 31 March  2003 and

stipulate that  if the consortium of Russian Gazprom, Lithuanian Dujotekana,

and American Clement Power Venture Inc. and private company Kauno

Termofikacijos Elektrinė UAB do not finalize the procedures and other

arrangements necessary for the Power-station purchase-sale contract to be

signed no further than 31 March  2003 and do not ensure that by 31 March  2003

any hindrances to sing the said contract and perform other necessary

arrangements are eliminated, the transaction concerning sale of Kaunas

Power-station (Taikos pr. 147 /V. Krėvės pr. 128), oil branch (Ateities pl.

35), and pulp branch (V. Krėvės pr. 135) annexed to Kaunas Power-station,

branch of Kauno Energija AB, will be deemed non-executed;

1.2. Approve of the proposed changing of items 6.2, 7.1 and 17.1.1 and crossing

off item 6.4 of the draft Power-station purchase-sale contract under Annex

1 and approve of changing in the draft Power-station purchase-sale contract,

Heat Energy  purchase-sale contract, and their annexes the dates from 2002 

to 2003, except the dates marking the documents executed in 2002;

1.3. To authorize Director General of Kauno Energija AB to sign the

Power-station purchase-sale contract and the Heat Energy purchase-sale contract

with private company Kauno Termofikacijos Elektrine (code 1088449) established

by the tender winner;

2. To pledge the long-term assets held by the company by the right of

ownership, which is indicated in the lists of Kauno Energija AB assets to be

pledged, in order to receive loans and guarantees;

3. Elect Gediminas Budnikas a member of the Supervisory Council.





J. Sereikienė

Department head

(370 37) 308 064