AB "Dvarcioniu keramika"            Announcement        02-12-2005

            



Draft decisions of general meeting of shareholders, which will take part on 15-12-

                                       2005





Draft decisions of general meeting of shareholders of 15-12-2005, approved by  the



decree of the board on 02-12-2005:



First question of agenda. On setting of terms for selection of audit  company  and

payment.

Draft decision:

   1. To select UAB "KPMG Lietuva" as the auditor of the company in

   order to examine the financial reporting of year 2005.

   2. To approve maximum payment amount of 25 000 EUR equivalent

   in LTL for the examination of the financial reporting of the  company  of  year

   2005.

   3. To assign President of the company together with one member of the

   Board of the company signing of audit service contract with UAB "KPMG Lietuva"

   on behalf of the company.



Second question of agenda. On change of composition of the council of observers.

Draft decision:

   1 To withdraw member of the council of observers Zdzislaw Dziedzic

    from members of the council of observers.

   2. To elect Slawomir Fr?ckowiak as the member of the council of observers.



Third question of agenda. On new edition of Articles of Association.

Draft decision:

To amend clauses 5.27, 5.31, 5.32, 5.40 of the Articles of Association.

   1. it is suggested to increase number of members of the board up to 6 members

    of the board in Clause 5.27.



   2. it is suggested to supplement decisions passed by the board on  credits  and

   loans,

   decisions on acceptance of liabilities, which balance value is more than

   1/20 of the authorized capital of the company in Clause 5.31.



   3. it is suggested to formulate Clause 5.32 in the following:

   "Board, prior acceptance of decisions, indicated in subclauses 3, 4, 5, and 6

   of Clause 5.31 of these Articles of Association, must get the approval of the

   general meeting of shareholders, which is passed by majority of voices.



   4. it is suggested to amend subclause 3 of Clause 5.40 in the following way:

   "President of the company shall make declarations on behalf of the company

   and sign all transactions, concluded on behalf of the company together with one



   member of the board of the company. Head of the company together with one

   member of the board of the company can sign transactions, provided in clauses

   3, 4, 5, 6, 7, and 8 of article 5.31 of these Articles of Association only upon



   decision of the board of the company to conclude such transactions"







   President Juozas Raiselis

    Tel. 231 70 21