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Lisco Baltic Service: Resolutions of the General Shareholders' Meeting

30.04.2004, DFDS LISCO, VLN
LISCO BALTIC SERVICE
MATERIAL EVENT

RESOLUTIONS OF THE GENERAL SHAREHOLDERS' MEETING

The General Shareholders’ Meeting of AB "LISCO
BALTIC SERVICE" held on the 29th of April, 2004
adopted the following resolutions: to approve the
Report of the Board on company’s business activities
for the year 2003, to establish the conditions of
payment for audit company’s services in 2003, to
approve UAB "KPMG Lietuva" as the firm of auditors
for the year 2004, to approve the auditor’s report,
financial statements and profit (loss) distribution
for the year 2003 (the shareholders resolved not to
pay dividends for the year 2003).

The shareholders resolved to increase the company’s
authorised capital by issuing 12.000.000 (twelve million)
units of ordinary registered uncertificated shares with
par value of 1 (one) Litas with the right to acquire
them only to the shareholders in proportion to the
par value of the shares owned by them on the day of
adoption of this resolution. To fix the share issue
price equal to its par value. To determine, that the
newly issued shares shall be subscribed not later than
30 (thirty) days after the share issue registration
with the Securities Commission, and the time limit
for the payment of the shares subscribed shall not be
longer than 30 (thirty) days after the subscription of
the shares. In case of undersubscription of the shares
during the subscription period, to increase the
authorised capital by the amount equal to the sum of
par values of the shares actually subscribed for.

The shareholders also resolved to grant a right to
the company to acquire, in accordance with the order
and conditions established by the laws of the Republic
of Lithuania, its own shares from the shareholders
desiring to sell their shares. Such acquisition shall
be implemented by the administration of the Company
subject to the instructions of the Board. Permitted
maximum amount of shares to be acquired including those
already acquired and held by the Company – not more
than 1/10 of the authorized capital of the Company.
The time limit during which the Company may acquire
its shares – 18 months from the date this decision is
adopted. Minimal price per one registered share with
par value of 1 litas is 20% lower than the weighted
average market price of these company shares at the
National Stock Exchange of Lithuania during the calendar
month preceding the calendar week in which the share
purchase transaction is entered into. Maximal price
per one registered share with par value of 1 litas
is 20% higher than the weighted average market price
of these company shares at the National Stock Exchange
of Lithuania during the calendar month preceding the
calendar week in which the share purchase transaction
is entered into. The company may sell own shares at the
National Stock Exchange of Lithuania by ensuring equal
opportunities for all shareholders to acquire the shares
of the company. Minimal price of the shares being sold
should not be lower than the weighted average market
price of these company shares at the National Stock
Exchange of Lithuania during the calendar month
preceding the calendar week in which the share purchase
transaction is entered into.

The shareholders also resolved to approve the new
edition of Articles of Association according to
the Law amending the Law on Companies No. IX-1889
of 11th December 2003.


Martynas Jonkus
Chief Counsel
8-46 393 631

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