Draft resolutions for the General Shareholders Meeting of AB “Lifosa”


The Agenda and the draft resolutions proposed by the Management Board 
to the General Meeting of AB “Lifosa” to be held on April 25, 2008: 

1.The Auditor's Report. 
To take into consideration the Auditor's opinion presented in his report,
while approving the Company's annual financial statements. 

2. The Annual Report of the Company for the year 2007.
To assent to the Company's Annual Report for 2007.

3. The approval of the Company's Annual Financial Statements for the year 2007. 
To approve the Company's Annual Financial Statements for 2007. 

4. Company's profit appropriation for the year 2007. 
To approve the Company's net audited profit (acc.to IFRS) appropriation as
follows: 
1) total profit available for distribution  -  389 864 thou. LTL (112 912 thou.
EUR); 
2) share allocation to the required reserves  -  8 287 thou. LTL (2 400 thou.
EUR); 
3) share of the profit allocated to the reserves to accquire the own shares - 0
LTL (0 EUR); 
4) share of the profit  forwarded to the other reserves - 0 LTL (0 EUR); 
5) share of the profit allocated for the dividends  -  0 LTL (0 EUR) ; 
6) share of the profit for the annual bonuses for the board members, 
bonuses for the employees, etc.  - 0 LTL (0 EUR); 
7) not distributed profit brought forward to the next financial year  - 381 577
thou. LTL (110 512 thou. EUR) ; 

5. Selection of the firm of Auditors and establishment of the terms of
remuneration for audit services. 
5.1. To approve the firm UAB “PricewaterhouseCoopers“ as auditing company for
the year 2008 and get approved the auditors (natural persons) by the Securities
Commission of the RL. 
5.2. To authorize the General Director of the Company to enter into the Service 
Agreement with the auditing company under the following remuneration terms for
the services offered: the payment amount agreed between the Parties should not
exceed 145 thou. LTL (42 thou. EUR) VAT excluded. 
6. Election of the Board. 
6.1.To acknowledge the powers of all members of the Company‘s Board expired due
to the expiration of the term of the Board. 
6.2.By the suggestion of the main shareholder - OJSC MCC „EuroChem“ to reelect
to the Board of the Company for the new term of four years: 
 Mr. Aleksandr Tugolukov, OJSC MCC „EuroChem“ (Russia) Technical Director;
 Mr. Jonas Dastikas, AB „Lifosa“ General Director;
 Mrs. Regvita Ivanovienė, AB „Lifosa“ Chief Financial Officer;
 Mr. Stanislav Duryagin, OJSC MCC „EuroChem“ (Russia) Head of Corporate
 Support, Legal department; 
 Mr.Valeriy Rogalskiy OJSC MCC „EuroChem“ (Russia) Sales director.
6.3.To settle that the members of the Board start their activities after the
end of the General Meeting. 

Regvita Ivanoviene
Financial Director
+ 370 347 66 331