Draft decisions of the extraordinary general meeting of shareholders to be held on 11 June 2007

Draft decisions of the extraordinary general meeting of shareholders of AB
Gubernija to be held on 11 June 2007 

1.Revocation of a single member of the Board of Directors of the Company 

1.1.To revoke Ms Nijolė Veršinskienė, personal ID number 45609050057, residing
at Dvaro St. 117, Šiauliai, from the office of a member of the Board of
Directors of the Company. 
1.2.To obligate the General Manager of the Company to perform any and all
actions (including submission of all required notifications to the Register of
Legal Persons of the Republic of Lithuania) and to sign any and all documents
in relation to the revocation of a member of the Board of Directors of the
Company and public disclosure of related information. 

2.Election of a new member of the Board of Directors of the Company 

2.1.To elect Ms Diana Veleckienė, personal ID number 46606270092, residing at
Stanevičiaus St. 17-51, Vilnius, to be a new member of the Board of Directors
of the Company. 
2.2.To obligate the General Manager of the Company to perform any and all
actions (including submission of all required notifications to the Register of
Legal Persons of the Republic of Lithuania) and to sign any and all documents
in relation to the election of a new member of the Board of Directors of the
Company and public disclosure of related information. 

3.Increase of the authorised capital of the Company with additional monetary
contributions 

3.1.To increase the authorised capital of the Company with additional monetary
contributions in the amount of LTL 10,000,000 (ten million Litas), i.e. from
LTL 21,786,000 (twenty one million seven hundred and eighty six thousand Litas)
to LTL 31,786,000 (thirty one million seven hundred and eighty six thousand
Litas), by additionally issuing 10,000,000 (ten million) new ordinary
registered shares with the par value of LTL 1 (one Litas) each. 
3.2.To determine that the issue price of each share to be newly issued
following this decision of the general meeting of shareholders shall be equal
to the par value of the share, i.e. LTL 1 (one Litas), whereas the total issue
price shall be equal to LTL 10,000,000 (ten million Litas). 
3.3.To determine that the new shares to be issued following this decision of
the general meeting of shareholders shall be subscribed for in two phases: in
the first phase, the shareholders of the Company shall have the pre-emption
right to acquire the newly issued shares pro rata to the par value of the
shares owned by them on the day of this general meeting of shareholders within
14 (fourteen) calendar days as of a public notice given by the administrator of
the Register of Legal Persons about the offer to exercise the pre-emption right
to acquire shares of the Company; in the second phase, Mr Vitas Tomkus,
personal ID number 35612090019, residing at Akmenų St. 2/19, Vilnius, shall
have the right to subscribe for the newly issued shares of the Company failed
to be subscribed for during the first phase within 14 (fourteen) business days
as of the end of the first phase. 
3.4.To determine that the shares to be newly issued following this decision of
the general meeting of shareholders must be paid for with monetary funds within
5 (five) business days as of the conclusion of the share subscription
agreement. 
3.5.To instruct the General Manager of the Company to establish a detailed
procedure of the subscription for the shares to be newly issued following this
decision of the general meeting of shareholders (if necessary). 
3.6.To authorise (with the right to re-delegate the authority) the General
Manager of the Company to perform any and all actions and to sign any and all
documents in connection with the increase of the authorised capital of the
Company, offering of and subscription for the newly issued shares, including
notifications to the Register of Legal Persons, the securities prospectus in
cases established by the law, etc. 

4.Approval of the amendments to the Articles of Association of the Company and
of the new text of the Articles of Association 

4.1.Taking into account the increase of the authorised capital of the Company,
to amend Articles 4.2 and 4.3 of the Articles of Association of the Company and
to read them as follows: 
	“4.2. The authorised capital of the Company shall be equal to LTL 31,786,000
(thirty one million seven hundred and eighty six thousand). 
	4.3. The authorised capital of the Company shall be divided into 31,786,000
(thirty one million seven hundred and eighty six thousand) ordinary registered
shares. The par value of one share shall be equal to LTL 1 (one).” 
4.2.In order to change the daily in which public notices of the Company should
be published, to amend the last part of Article 6.3 and Article 10.1 of the
Articles of Association of the Company and to read them as follows: 
	“The head of the Company must announce a convocation of the general meeting of
shareholders of the Company by giving a public notice under the procedure set
forth in the Articles of Association and the Law on Companies of the Republic
of Lithuania in the daily Respublika (in the Lithuanian and Russian languages)
no later than 30 (thirty) days prior to the date of the meeting.” 
	“10.1. Decisions on the reduction of the authorised capital of the Company,
intended transformation, reorganisation and/or liquidation of the Company shall
be disclosed under the procedure set forth in the Law on Companies and other
laws of the Republic of Lithuania. In cases when a public notice of decisions
of the governing bodies of the Company must be given, they shall be published
in the daily Respublika (in the Lithuanian and Russian languages).” 
4.3.To approve of the new text of the Articles of Association of the Company
taking into account the above-mentioned amendments to the Articles of
Association of the Company. 
4.4.To authorise (with the right to re-delegate the authority) the General
Manager of the Company to sign the whole text of the amended Articles of
Association of the Company, as well as any other related documents and to
perform any other actions in connection with the registration of the amended
Articles of Association of the Company. 

On behalf of AB Gubernija,

Romas Bubnelis
General Manager 
+370 687 48 040