DRAFT RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF 19 APRIL, 2007


The Management Board of SC Klaipėdos Nafta proposes the following draft
resolutions to the Ordinary General Meeting to be convened on 19 April 2007: 
   
 1. To approve the Report on the Company's activities in the year 2006
(attached - Appendix No. 1).
2.To take into account the Auditor's opinion while approving the Financial
Statements for the year 2006.
3.To approve the following documents of the Financial Statements for the
economic year 2006 - the Balance Sheet,Profit (Loss) Statement, Statement of
the changes in the equity capital, Cash Flow Statement and Note (the documents
are attached). 
4.To approve Company's profit appropriation of the year 2006:
                                                         Items	   Amount in LTL 
1. Profit (loss) brought forward at the end of the last financial year         -
2. Net profit (loss) of the financial year 	                          12 807 224
3. Profit (loss) of the financial year not accepted in the Profit
(Loss)Statement                                                            - 
4. Transfers from reserves 	                                            2 500
000 
5. Shareholders' contribution against losses	                
6. Profit (loss) to be appropriated in total	                         15 307224 
7. Part of the profit appropriated to legal reserve	                 650 000
8. Part of the profit appropriated to the own shares acquiring reserve     0    
9. Part of the profit appropriated to other reserves, including:	7 234 334 
                 -   for support and charity	                70000    
                 - for payments provided for by the Collective Agreement 250000 
                 -   for reconstruction and capital investments 	6 284 334 
10. Part of the profit appropriated to dividend payment	          6 122 890
11. Part of the profit appropriated to annual payments (tantiemes), premium pay
to the employees, etc.	                                              1 300 000 
12. Profit (loss) to be carried forward at the end of the financial year      - 

5. To elect UAB Ernst & Young Baltic as the Auditor of SC Klaipėdos Nafta for
the term of one year and establish remuneration in the amount of LTL 90 000
(ninety thousand) excl. VAT for the audit of annual financial statements for
the year 2007 and the review of interim (quarterly) financial statements
including all the costs incurred thereof. 
6. On the expiration of four year term of office to recall members of the
Supervisory Board: Domininkas Pečiulis, Vanda Krenienė, Vytautas Aršauskas. 
7. To propose to elect the Supervisory Board for four year term of office:
Domininkas Pečiulis, Vanda Krenienė, Vytautas Aršauskas.