AB "Dvarcioniu keramika"        Essential event    15-12-2005



                        Resolutions of the general meeting



 On 15 December 2005 at 10 a.m. general meeting of shareholders took place.

Agenda:

1. Regarding selection of an audit company and determination of payment

conditions.

2. Regarding the change of the composition of the Council of Observers.

3. Regarding the new edition of the Articles of Association.

The decision of the agenda issue No. 1:

   1. To select UAB "KMPG Baltics" as the auditor of the Company to verify the

   financial accountability of year 2005.

   2. To certify the maximal payment price of 25 000 EUR equivalent in litas for

   the control of the Company financial accountability for 2005.

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

   Board of the Company to sign the Contract of Audit Services with  UAB "KMPG

   Baltics" on behalf of the Company.

The decision of the agenda issue No. 2:

   1. To recall Mr. Zdzislav Dziedzic from the members of the Company Council of

   Observers.

   2. Mr. Zdzislav Dziedzic recalled from the members of the Company Council of

   Observers shall lose the powers of the member of the Council of Observers

   after the present general meeting of the Company shareholders.

   3. To elect Mr. Slawomir Fr?ckowiak as a member of the Company Council of

   Observers.

   4. The elected member of the Company Council of Observers shall start his

   activity after the present general meeting of the Company shareholders.

The decision of the agenda issue No. 3:

   1. To modify paragraphs 5.27, 5.31, 5.32 and 5.40 of the Articles of

   Association:

       . p. 5.27. To increase the number of the members of the Board up to 6

         members of the Board.

       . p. 5.31. To extend the powers of the Board when adopting decisions

         regarding credits and loans, decisions regarding liabilities having

         balance value larger than 1/20 acceptance of the authorized capital of

         the Company.

       . p. 5.32. "Before adopting decisions determined in subparagraphs 3,4,5 and

         6 of paragraph 5.31 thereof the Board must receive the approval of the

         general meeting of shareholders adopted by the majority of votes".

       . p. 5.40. Subparagraph 3: "The President of the Company shall make

         applications on behalf of the Company and shall sign all the transactions

         made on behalf of the Company together with one member of the Board of

         the Company. The transactions determined in paragraphs 3,4,5,6, 7 and 8

         of art. 5.31 thereof may be signed by the executive of the Company

         together with one member of the Board of the Company only after the Board

         of the Company decides to make such transactions".

   2. Referring to the above mentioned modifications of the Articles of

   Association to accept the new edition of the Articles of Association.

   3. To Assign the President of the Company to sign the new edition of the

   Articles of Association on behalf of the Company and to submit the Articles of

   Association to record in the Register of Legal Persons.



President Juozas Raiselis

2005 12 15