LAW ON COMPANIES

(1), 26, 27

(1)and 28 of this Law, shall apply to the statutory meeting. The incorporators shall have right to vote at the statutory meeting. If the statutory meeting does not have a quorum, a repeat statutory meeting shall be called. The agenda of the statutory meeting shall be drawn up by the person authorised by the incorporators in the Memorandum of Association. 3. The statutory meeting shall approve the statutory report of the company, approve the firm of auditors, elect members of the company management bodies, address other issues within the competence of the General Meeting. 4. In case of failure to approve the company’s statutory report or to elect at the statutory meeting members of the company management body who, pursuant to the Articles of Association, are elected by the General Meeting, a repeat statutory meeting shall be convened. Article 14. Registration of the Company 1. The company shall be subject to registration in the Register of Enterprises of the Republic of Lithuania. The company shall be deemed incorporated and shall acquire the rights of legal person as from the day of its registration. 2. The company shall be registered upon the payment of all initial contributions for shares subscribed for and after the holding of the statutory meeting which approved the company’s statutory report and elected members of company management bodies who, under the company’s Articles of Association, are due to be elected by the General Meeting. 3. If the company is not registered within 4 months from the signing of the Memorandum of Association, it shall be deemed not to have been incorporated and, upon the expiry of the said time limit, the contributions paid in for the shares subscribed for shall be returned. 4. The incorporators shall within 7 days from the day of company registration transfer the documents to the company (to the company Board or, in case such has not been formed, to the head of the Administration), signing the document of transfer. Article 15. Acquisition of Assets from the Incorporator of Public limited Liability Company 1. For two years after the registration of the public limited liability company every contract of the company for the acquisition of assets from the company incorporator, where the sum of the contract or the aggregate sum of such contracts is not less than 1/10 of the company’s authorised capital, shall become effective only after the valuation thereof by the assets valuers appointed by the Board in the manner prescribed by the laws and other legal acts of the Republic of Lithuania regulating assets valuation and after the approval of the contract/contracts at the General Meeting by an at least two-thirds majority vote and after the disclosure of the assets valuation report in the manner laid down by law. 2. In addition to other information, the assets valuation report shall contain information specified in subparagraphs 1, 2 and 3 of paragraph 7 of Article 10 of this Law and the conclusion as to whether the value of the acquired assets corresponds to the amount paid for them. 3. Paragraphs 1 and 2 of this Article shall not apply where the assets are acquired in the course of regular business activities of the company, also in respect of contracts entered into in the Central Market of the Securities Exchange. CHAPTER THREE RIGHTS AND DUTIES OF THE COMPANY AND SHAREHOLDERS Article 16. Rights and Duties of the Company 1. The company may enter into contracts, assume obligations and have other rights and duties, provided they do not contradict the laws of the Republic of Lithuania. 2. The company shall be entitled to lend and borrow money. The company may not engage in the activities credit institutions. The amount of funds lent by the company to natural and legal persons may not exceed its equity capital. 3. The company shall be entitled to borrow from its shareholders, both natural and legal persons, in the ways prescribed by laws. When borrowing from its shareholders, the company may not offer its assets to the shareholders as a colateral. When the company borrows from the shareholders under a loan agreement, the annual rate of interest may not be higher than the last quarter’s weighted average rate of annual interest on the Republic of Lithuania Treasury bills published in “Valstybės žinios” (Official gazette) by the Government or the institution authorised by it. 4. The company may not make advance payments, either directly or indirectly, grant loans or guarantee discharge of obligations where the purpose of the above actions is to provide conditions for other persons to acquire shares in the company. 5. If the company has not settled accounts with the creditors within the fixed time limits and the total debt to the creditors amounts to over 1/20 of the company’s authorised capital, it must obtain the creditors’ written consent before investing assets into another enterprise. Article 17. Information Contained in the Company’s Letters and Documents 1. The company’s documents whereby orders are placed, also its letters shall indicate: 1) the register in which the company is registered, the administrator of the register and his address; 2) the code of the company; 3) the name of the company as indicated in the company registration certificate; 4) the address of the registered office of the company recorded in the company registration certificate; 5) if the company is in liquidation, the word “in liquidation” must precede the name of the company. 2. Where reference to the capital of the company is made in the letters and documents of the company, the amount of the authorised capital and the amount of the paid-up authorised capital must be indicated. 3. The company’s documents whereby orders are placed and its letters must contain all information about the company referred to in paragraphs 1 and 2 of this Article and about the register in which the company is registered, the register administrator and his address, the name, code number and address of the branch. Article 18. Rights and Duties of Shareholders 1. Property and non-property rights and duties of shareholders shall be established by this Law and other laws of the Republic of Lithuania and the company’s Articles of Association. The property and non-property rights of shareholders specified in Articles 19 and 20 of this Law may not be subjected to any restrictions, except in cases specified by laws or by court order. 2. The shareholders shall have no financial obligations to the company save for the obligation to pay up, in the prescribed manner, all the shares subscribed for at their issue price. The resolution of the General Meeting obligating all or part of the shareholders to make additional contributions shall be invalid if at least one of them objects to the resolution. 3. A share shall not be divisible into parts. If a share is held by several shareholders, all its holders shall be considered to be a single shareholder. The rights carried by the share shall be exercised by one shareholder as per common notarised agreement. The holders of the share shall be jointly liable for the shareholders’ obligations. 4. In order to implement their property and non-property rights, two or more shareholders may conclude the shareholders’ agreement. The agreement must specify the following: 1) the shareholders - name and surname, personal code number and address of natural persons; name, code number and address of the registered office of legal persons; 2) the company’s name; 3) commitments of the shareholders - parties to the agreement as regards voting on all or on individual items on the agenda of the General Meeting, regarding the implementation of resolutions adopted by the meeting or non-property rights; 4) responsibility for failure to honour the commitments entered into; 5) the procedure for settling disputes between the shareholders - parties to the agreement; 6) the period of validity of the agreement. 5. The person who acquired all shares of the company or the holder of all shares in the company who transferred a part of his shares to another person must within 15 days notify the head of the company Administration of the acquisition or transfer of shares. Notifying of the acquisition of all shares, a natural person must give his name, surname, personal code number and address, whereas a legal person shall indicate its name, code number, address of the registered office. If all shares of the company are acquired by one person or the holder of all shares of the company transfers all or a part of the company shares to other persons, the company shall notify the administrator of the register of enterprises thereof within 15 days from the day the company learnt or should have learnt thereof. Article 19. Property Rights of Shareholders 1. The shareholder shall have the following property rights: 1) to receive a part of the company's profit (dividend); 2) to receive a part of assets of the company in liquidation; 3) to receive shares without payment if the authorised capital is increased out of the company funds, except in cases specified in paragraph 2 of Article 44 of this Law; 4) to have the pre-emption right, except in cases when the General Meeting decides to withdraw the pre-emption right in acquiring the company’s newly issued shares for all the shareholders; 5) to bequeath all or part of shares to one or several persons; 6) to transfer all or part of the shares into the ownership of other persons. In the private limited liability company this right is limited according to the procedure established in Article 49 of this Law; 7) other property rights provided for by laws or the Articles of Association of the company. Article 20. Non-property Rights of Shareholders 1. Shareholders shall have the following non-property rights: 1) to participate in the General Meetings; 2) to receive information on the business activities of the company; 3) to appeal to the court against the resolutions or actions of the General Meeting, the supervisory Board and head of the Administration. One or several shareholders may claim, without a specific authorisation, compensation for damage caused to the shareholders; 4) to conclude a contract with the firm of auditors for auditing the company’s activities and documents as prescribed by paragraph 3 of Article 60 of this Law; 5) other non-property rights provided for by laws or the company’s Articles of Association. 2. If all the voting shares of the company are of the same nominal value, all shares, except for special shares the status whereof is regulated by Article 46 of this Law, shall each carry one vote at the General Meeting 3. The company’s Articles of Association may establish that shares of certain classes do not carry voting rights. 4. Except in cases where the shareholder has acquired all the shares of the company, he shall not be entitled to vote: 1) on the approval of the contracts concluded by him with the company where such approval is required under the laws or the company’s Articles of Association; 2) on the adoption of the resolution to withdraw the right of pre-emption in respect of the shares or convertible debentures issued by the company if the right to acquire the above securities is thereby granted to him, his spouse, parents (adoptive parents) and children (adopted children); 3) where the company is operating at a loss due to the violation of provisions of paragraph 8 of Article 22 of this Law, on the suitability for the office held by the members of the Supervisory Board, the Board or the head of the Administration, when this issue is considered by the General Meeting, if he himself is the person under consideration. 5. If voting shares are of different nominal value, one share of the lowest nominal value shall give its holder one vote. The number of votes granted by other shares shall be equal to their nominal value divided by the smallest nominal value of a share. A number of votes shall also be given where in the cases set forth by this Law the right to vote is granted to the owners of non-voting shares. A different procedure for determining the number of votes may also be provided for by the Articles of Association, however, the number of votes given by a share shall be proportionate to its nominal value. 6. The right to vote at the General Meeting convened prior to the expiry the time limit for the payment for the first issue of shares, specified in the Memorandum of Association, shall be given by the shares for which initial contributions have been paid, thereafter voting rights shall be carried only by fully paid shares. 7. At the shareholder’s written request the company must within 5 working days from the receipt of the request present to him for inspection and/or copying annual and interim financial statements, reports on the activities of the company, minutes of the General Meetings and the register of shareholders; the company shall also present minutes of the Supervisory Board and Board meetings to the shareholders who have given a written pledge prescribed by the company not to disclose a commercial secret provided that the minutes contain no restricted information relating to the company’s stock events. A commercial secret shall be information (except for the public information specified by the laws of the Republic of Lithuania) which is attributed to commercial secrets by the resolution of the company Board. Having given a written pledge not to disclose the commercial secret, the shareholder who owns shares the total nominal value whereof accounts for at least 1/20 of the company’s authorised capital or the proxy of the shareholders who own shares the total nominal value whereof accounts for at least 1/20 of the company’s authorised capital shall have the right of access to all minutes of the Supervisory Board or the Board, the contracts entered into by the company, also the offered guarantees, surety, contracts of mortgage and exchange of fixed assets. The shareholders who own shares which carry over 1/2 of all votes shall have the right of access to all company documents. The shareholder or the proxy shall be liable under law for the disclosure of a commercial secret. At the shareholder's request, refusal to present the requested documents must be executed in writing. Disputes relating to the shareholder’s right to information shall be settled in court. 8. Documents or other information relating to the company must be furnished to the shareholders free of charge, unless the company’s Articles of Association provide otherwise. The charge fixed in the Articles of Association may not exceed the cots of furnishing of the documents and other information. 9. The register of shareholders presented to the shareholders shall state the names, surnames (names of legal persons) of the shareholders, the number of registered shares owned by the shareholders, the shareholders’ addresses for correspondence according to the most recent data available to the company. Article 21. Proxies 1. The shareholder shall have the right to authorise another person to vote for him as his proxy at the General Meeting or perform other legal acts. The proxy of the shareholder who is a natural person must be notarised, whereas the proxy of the shareholder who is a legal person must be attested by it's manager's signature and the seal. The procedure for attesting the signature established for natural persons shall be applied with respect to a foreign legal person who does not possess a seal. The shareholder may by a general written proxy authorise the intermediary of public trading in securities who manages his personal account of the company securities. 2. Upon arrival at the General Meeting and signing in the shareholders registration list, the shareholder’s proxy must present to the person in charge of the registration of the participants in the Meeting the original of the proxy or a notarised copy thereof. The name of the person who gave the proxy and the time when the proxy was given as well as the number and period of validity of the proxy shall be recorded in the registration list. 3. The shareholder may withdraw his proxy. He must notify the company in writing of the withdrawal of the proxy. 4. If the proxy fills in the general ballot on behalf of the shareholder and submits it to the company before it receives the shareholder’s notice of the withdrawal of the proxy, the general ballot shall be deemed valid and the shareholder shall not be entitled to vote at the shareholders’ meeting, except in the case where the shareholder proves that the proxy knew or should have known about the withdrawal of the proxy before the submission of the general ballot to the company. 5. If shares are sold or otherwise transferred to the depository (an institution which keeps records of securities, organises and controls operations with securities) and the bank further converts them issuing depositary receipts or using other financial instruments, the authorised agent of the depository shall vote at the General Meeting following the written directions of the shareholders or according to the shareholders’ agreement. CHAPTER FOUR MANAGEMENT OF THE COMPANY Article 22. Management Bodies 1. The management bodies of the company shall include the General Meeting, the Supervisory Board, the Board, and the head of the Administration. 2. The compulsory management bodies of a public limited liability company shall be the General Meeting, the head of the Administration and at least one collegial management body - the Supervisory Board or the Board. 3. The compulsory management bodies of a private limited liability company shall be the General Meeting and the head of the Administration. Formation of the Supervisory Board and the Board in a private limited liability company shall not be compulsory. 4. If the Supervisory Board is not formed in the company, its functions shall not be assigned to other management bodies. 5. Where the Board is not formed in the company, its functions, rights, duties and responsibility established by this Law shall be taken over by the head of the Administration, save for the rights and duties taken over pursuant to this Law by the Supervisory Board or the General Meeting. 6. In case the General Meeting adopts amendments to the Articles of Association regarding the number of the Supervisory Board or Board members or a new management body, the newly-elected members of the management body shall commence their activities no earlier than from the day of registration of the amendments to the Articles of Association in the Register of Enterprises of the Republic of Lithuania. 7. The General Meeting shall not be entitled to charge other management bodies to address the issues assigned to its competence. The General Meeting shall have the right to obligate to address the issues assigned to the competence of the Supervisory Board, the Board or the Administration 8. The management bodies of the company shall act only for the benefit of the company and its shareholders. The management bodies of the company shall not be entitled to make decisions or perform other actions which violate the company’s Articles of Association or are against the objects of the company specified in the Articles of Association, manifestly go beyond normal production-business risks, are undoubtedly unprofitable (purchase of goods, services or works at prices exceeding market prices or their underselling, waste of the company’s assets) or are unmistakably ineffective from the economic point of view. Article 23. Restriction of Rights of the Members of Management Bodies 1. Unless he is given consent of the management body which elected him, a member of the Supervisory Board, the Board, the head of the Administration may not be on the Supervisory Board or Board (or bodies equivalent to them) of the enterprise engaged in similar business activities or enterprise which continues the company’s production or service process and sale of products. Without having been given authorisation by the management body which elected him, the head of the Administration may not be the head of Administration of any other enterprise. 2. If a member of the company’s Supervisory Board, the Board or the head of the Administration violated the requirements set in paragraph 1 of this Article, he shall resign from the management bodies of the enterprise or company and be held responsible under law. 3. Every candidate to the members of the company’s management bodies must inform the management body which is electing him where and what office he holds, how his other activities are connected with the company and its parent or subsidiary companies. 4. Every candidate to the members of the company’s management bodies or member of the company’s management body shall notify the management body which is electing or has elected him if he owns shares accounting for 1/4 or more of the authorised capital of an enterprise engaged in similar activities or an enterprise which continues the company’s production or services process and sale of products. 5. If a member of the company’s management body violates the requirements of this Law, every shareholder of the company shall be entitled to appeal to the court for the compensation of damage caused to the company within 90 days from the day when he found out or should have found out of the violations committed by the management body member. Article 24. General Meeting 1. The General Meeting is the supreme management body of the company. All persons who are the shareholders of the company on the day of the meeting, irrespective of the number and class of shares they hold, shall have the right to attend the company's General Meeting, unless the company’s Articles of Association provide that the General Meeting (including a repeat meeting) may be attended by persons who were shareholders of the public limited liability company at the close of the shareholders’ registration day of the General Meeting. The shareholders’ registration day of the General Meeting shall be not earlier than 30 days and not later than 10 days prior to the General Meeting in respect of which the day is designated and not earlier than the tenth day after the Board meeting which designated the day. Members of the Supervisory Board and the Board as well as the head of the Administration, even though they are not shareholders, shall be entitled to participate in the Meeting and be given the floor. Every General Meeting shall elect the chairman and secretary of the meeting, except in the case specified in paragraph 7 of this Article. 2. Only the General Meeting may: 1) amend and supplement the Articles of Association of the company (except for the cases provided for in paragraph 6 of Article 39, paragraph5 of Article 51, paragraph 3 of Article 52 and paragraph 6 of Article 55 of this Law); 2) approve the firm of auditors, elect the members of the Supervisory Board, if the Supervisory Board is not formed - members of the Board, if the Board is not formed - the head of the Administration; 3) dismiss the firm of auditors, members of the Supervisory Board, members of the Board elected by the General Meeting, the head of the Administration. If the company is operating at a loss, the General Meeting must consider the suitability for office of the members of the Supervisory Board, the Board, or the head of the Administration; 4) fix the conditions of payment for auditing services, the annual payments (bonuses) from the net profit to the members of the Board and the Supervisory Board pursuant to the provisions of Article 61 of this Law; 5) approve the annual financial statements, the business report of the Board (if the Board is not formed - the head of the Administration); 6) adopt a resolution to increase the authorised capital: 7) determine the type, class, number and set the minimum issue price of the shares issued by the company; 8) adopt a resolution to withdraw for all the shareholders the pre-emptive right to acquire the shares or convertible debentures of the specific issue of shares or convertible debentures issued by the company; 9) adopt a resolution to reduce the authorised capital (with the exception of cases provided for in paragraphs 5 and 6 of Article 39 and paragraph 6 of Article 55 of this Law; 10) adopt a resolution to issue convertible debentures; 11) adopt a resolution to exchange the company’s shares of one type or class for those of another type or class, approve the procedure of exchange of shares; 12) adopt a resolution for the company to purchase its own shares; 13) adopt a resolution to liquidate the company or to cancel the liquidation of the company (with the exception of the cases provided for in subparagraphs 2, 3 and 4 of paragraph 1 of Article 75 of this Law); 14) elect and dismiss the liquidator of the company (with the exception of the cases provided for in subparagraphs 2, 3 and 4 of paragraph 1 of Article 75 and paragraph 1 of Article 76 of this Law); 15) adopt a resolution to reorganise the company and approve the draft plan of reorganisation (except in the case provided for in Article 73 of this Law); 16) for a period of two years from the registration of a public limited liability company approve the contracts for the acquisition of assets from the incorporator of the company if the sum of a separate contract or the total sum of contracts amounts to at least 1/10 of the company’s authorised capital; 17) adopt a resolution on the appropriation of the profit (except in the case provided in paragraph 8 of Article 61 of this Law); 18) adopt a resolution to build up reserves, with the exception of the revaluation reserve; 19) adopt a resolution on the transfer, lease or mortgage of fixed assets the value whereof amounts to over 1/20 of the company’s authorised capital as well as on offering guarantee, surety for the discharge of obligations of other entities, when the amount of the obligations exceeds 1/20 of the company’s authorised capital. 3. The General Meeting may also adopt other resolutions which are not provided for under this Law for the other management bodies of the company. 4. The person who is on the list of registered share holders, compiled on the day of the General Meeting or on the day of record of shareholders of the General Meeting of the public limited liability company, may attend the General Meeting upon producing a document which is a proof of personal identity. The holder of bearer shares may also attend the General Meeting upon presenting an excerpt from the account issued by the securities account manager about the bearer shares owned by him or which he owned at the close of the day of record of the General Meeting. 5. The shareholders (their proxies) taking part in the General Meeting shall be registered by signing in the shareholder registration list. The shareholder registration list must indicate the number of votes held by each shareholder. The list shall be signed by the chairman and secretary of the Meeting. The shareholders who have already voted by the general ballot must be named in the registration list. 6. The minutes of the General Meeting shall be within 3 working days signed by the chairman, the secretary of the Meeting and at least one shareholder authorised by the Meeting. The shareholders who have at least 1/20 of votes at the General Meeting shall be entitled to additionally appoint their representative for the signing of the minutes of the General Meeting. To that end they shall present to the chairman of the Meeting an application signed by the shareholders. The person authorised (appointed) to sign the minutes shall be entitled to present his commentaries or opinion in writing about the facts set out in the minutes. 7. The Government shall not elect the chairman and secretary of the Meeting if it is attended by less than three shareholders. In such event the shareholder registration list and the minutes of the General Meeting shall be signed by each shareholder attending the General Meeting. 8. Settlement of disputes relating to the invalidity of the minutes of the General Meeting or parts thereof shall be within the jurisdiction of the court. The list of registration of the attending shareholders, the proxies and the general ballots of shareholders who voted in advance as well as documents which are proof of the shareholders having been notified of the convening of the General Meeting shall be attached to the minutes of the General Meeting. The minutes of the General Meeting at which the resolutions changing the information on the company kept with the Register of Enterprises of the Republic of Lithuania were adopted, the minutes (copies thereof) with annexes (copies thereof) must be presented to the administrator of the Register of Enterprises within 10 days after the meeting. Minutes of the General Meetings are official documents. They shall be preserved and kept in accordance with the procedure established by the Law of the Republic of Lithuania on Archives. Falsification of the above minutes shall be punishable in the manner prescribed by law. Article 25. Inspector of the General Meeting 1. The General Meeting of the company may elect the inspector of the General Meeting for the next General Meeting. The inspector of the General Meeting shall be a shareholder of the company. 2. If the General Meeting fails to elect the inspector for the next General Meeting or where the elected inspector is not in the position to perform his duties, he shall be appointed by the Board prior to the Meeting, in case the election of the inspector is provided for in the Articles of Association of the company. 3. The inspector of the General Meeting shall establish: 1) the total number of shares carrying the right to vote at the Meeting; 2) the number of submitted valid and invalid general ballots filled in advance; 3) the number of valid and invalid proxies submitted; 4) the number of vote-carrying shares represented at the Meeting (both personally and through a proxy and having filled in the general ballot-papers); 5) whether the Meeting has a quorum; 6) the results of voting at the Meeting. Article 26. Convening the General Meeting 1. The right of initiative to convene the General Meeting shall be vested in the Supervisory Board, the Board and the shareholders who have at least 1/10 of all votes, unless the Articles of Association provide for a smaller amount of votes, as well as the institution which holds special shares. 2. The General Meeting shall be convened on the resolution of the Board. If the Board has not been formed in the company, or if the number of the company’s Board members is not more than one half of their number specified in the Articles of Association, the General Meeting shall be convened on the decision of the head of the Administration. The General Meeting must be convened on the decision of the head of the Administration if the Board of the company fails to convene the Meeting in the instances and within the time limits provided for in this Law. The General Meeting may be convened on the decision of the shareholders with more than 1/2 of all votes or holding special shares if the persons who attempted to initiate the convening of the meeting did not receive a favourable decision of the company’s Board or head of the Administration as regards the convening of the General Meeting. 3. The General Meeting may be called upon the court order if: 1) the meeting has not been called within 4 months of the end of the financial year and at least one shareholder has brought the matter to court; 2) the initiators of the General Meeting applied to the court with a complaint about the failure by the Board or the head of the Administration to convene the General Meeting as prescribed by paragraph 6 of this Article; 3) the creditors of the company applied to the court complaining about the failure to call an Extraordinary General Meeting in the case specified in subparagraph 1 of paragraph 5 of this Article. 4. The Board must convene the Annual General Meeting each year within 4 months of the end of the financial year. 5. The Extraordinary General Meeting must be convened if: 1) the company’s equity capital falls below 3/4 of the authorised capital specified in the Articles of Association; 2) the number of the Supervisory Board or Board members has declined to 2/3 of their number specified in the company’s Articles or less than their minimum number prescribed by this Law (because of the retirement or inability to continue in office); 3) the head of the Administration of a private limited liability company, elected by the General Meeting, resigns or is not in the position to continue performing his duties; 4) the firm of auditors terminates the contract with the company or is for any other reasons unable to audit the company’s annual statements; 5) it is requested by the shareholders with the right of initiative, the Supervisory Board or the Board; 6) the duration of the company specified in the Articles of Association is drawing to a close; 7) it is required under other laws or the company’s Articles. 6. The persons who initiated the convening of the General Meeting shall file an application with the Board (if the Board is not formed or the number of Board members is not more than half of their number indicated in the Articles - to the head of the Administration), indicating the reasons and objectives of convening the Meeting, the drafts of the proposed resolutions, proposals regarding the date and place of the Meeting. If the Board (or the head of the Administration) fails to come to an agreement with the persons initiating the Meeting on settling in any other way the issues proposed for the Meeting, it must convene the General Meeting within 40 days of the receipt of the application. 7. In the case provided for in subparagraph 6 of paragraph 5 of this Article the Extraordinary General Meeting must be convened at least 30 days before the expiry of the company duration period specified in the Articles of Association. The period of duration of the company may be extended at the Meeting by amending the Articles of Association of the company or the liquidator shall be elected. 8. The venue of the General Meeting must be in territory of the municipality in which the registered office of the company is located. If the shares of the public limited liability company are listed on the Official List of the Stock Exchange registered in the Republic of Lithuania, the venue of the General Meeting may be in the territory of the municipality where the headquarters of the Stock Exchange are located. Article 27. Agenda of the General Meeting 1. The agenda of the General Meeting shall be drawn up by the company management body or institution upon adopting a decision to convene the General Meeting. Issues proposed by the persons initiating the Meeting must be included in the agenda of the Meeting. 2. The agenda of the General Meeting may be supplemented upon the proposal to include new issues, put forward by the Supervisory Board, the Board (if the Board is not formed - the head of the Administration), the institution holding special shares or shareholders with not less than 1/20 of all votes. The proposal to supplement the agenda may be submitted not later than 15 days before the General Meeting. The company management bodies and persons specified in this paragraph may also submit new drafts of resolutions, propose additional candidates to the company management bodies, the firm of auditors. The Articles may also provide for less votes entitling the shareholders to supplement the agenda of the General Meeting, propose new draft resolutions, additional candidates to the members of company management bodies elected by the General Meeting, the firm of auditors. 3. If the agenda of the Meeting referred to in the notice on the calling of the Meeting has been changed, the shareholders must be notified of the changes in the agenda in the same manner in which the notice of the General Meeting is given no later than 10 days before the Meeting. 4. If removal from office of the members of the company management bodies or dismissal of the firm of auditors is on the agenda of the General Meeting, the issues regarding the election of new members of the management bodies or approving a new firm of auditors must accordingly be included in the agenda. 5. The General Meeting shall not be entitled to adopt resolutions on issues not on the agenda if it is not attended by all the voting shareholders. 6. Only the agenda of the Meeting which failed to take place shall be valid at repeat meeting. Article 28. Notice of the General Meeting 1. The management body of the company or the institution which passed a decision to convene the General Meeting shall present to the head of the Administration information and documents required for giving a notice of the General Meeting. The head of the Administration must publish the notice of the General Meeting in the periodical publications specified in the Articles of Association or hand in the notice to every shareholder against by his signature or send the notice by registered mail no later than 30 days before the day of the Meeting. The General Meeting may be convened without observing the above time limits if all voting shareholders or their proxies give their written consent thereto. The shareholders of private limited liability companies shall in all cases be delivered the notices upon their signed acknowledgement of the delivery or by a registered letter. The head of the Administration shall inform the shareholders at the opening of the Meeting of the documents proving that the shareholders have been given notice of the General Meeting. The documents must be attached to the minutes of the General Meeting. 2. If a repeat meeting is convened, the shareholders must be informed in the manner laid down in paragraph 1 of this Article. In this case an at least 10 days’ notice is required. 3. Notices of the General Meeting must specify: 1) the name of the company and the address of the registered office; 2) the date, time and place of the Meeting; 3) the agenda of the Meeting; 4) the company’s management body or the institution which adopted the decision to convene the General Meeting and the persons who initiated the calling of the Extraordinary General Meeting; 5) where the passing of the resolution on the reduction of the authorised capital is on the agenda of the Meeting - the purpose and intended method of the reduction of capital. 4. At least 30 days before the General Meeting the shareholders must be granted access to the documents available to the company, relating to the agenda of the Meeting, including drafts of the resolutions, as well as the application filed with the Board (or the head of the Administration) by the persons who initiated the convening of the General Meeting. If the shareholder so desires in writing, the head of the Administration shall within 3 days from the receipt of the written request deliver to him upon his signed acknowledgement all draft resolutions of the Meeting or shall send him the above drafts by a registered letter. A notice must be given with the drafts of the resolutions indicating on whose initiative they have been included. Where the person who initiated the draft resolution has submitted explanations of the draft resolution, these must be attached to the draft resolutions. Article 29. Quorum of the General Meeting and Passing of Resolutions 1. A General Meeting may pass resolutions provided that it is attended by the holders of shares which carry over 1/2 of all votes. After the presence of a quorum has been established, the quorum shall remain continuously throughout the Meeting. If a quorum is not present, a repeat Meeting must be convened within 15 days, which shall be authorised to adopt resolutions on the issues on the agenda irrespective of the number of shareholders attending the Meeting. If the consent of the holders of a certain type or class of shares is necessary in order to adopt a resolution, a resolution regarding the consent may be adopted by a meeting of the holders of a certain type or class of shares, attended by the shareholders who own over 1/2 of all the shares of the type or class. The procedure for convening the General Meeting shall be applicable for calling the meeting. 2. For the purpose of establishing the total amount of the votes carried by the shares of the company and the quorum of the General Meeting, the shares the exercise of the voting right granted by which is prohibited under paragraph 7 of Article 55 of this Law, under other laws and on the basis of the court order, shall be considered as non-voting shares. 3. A possibility for voting in advance may be provided for in the Articles of Association of the company. In this case the shareholder entitled to vote at the meeting, having been presented for scrutiny the agenda and draft resolutions, may notify the General Meeting in advance in writing (by filling in the general ballot) whether he is “for” or “against” each resolution. The advance voting by ballot shall be included in the quorum of the meeting and the results of voting. The general ballots of the meetings which have not taken place shall be valid at repeat meetings. The shareholder shall have no right to vote at the General Meeting for the resolution in respect of which he has expressed his will in advance in writing. 4. Voting at the General Meeting shall be decided on a show of hands. On the issues on which at least one shareholder requests a secret vote be taken and provided that he is supported by shareholders possessing at least 1/10 of votes at the General Meeting, secret voting shall be mandatory to all shareholders. 5. The resolutions of the General Meeting shall be adopted by a simple majority vote of the shareholders present, with the exception of the following cases: 1) election of the Supervisory Board or the Board in accordance with the regulations laid down in paragraph 3 of Article 32 of this Law; 2) adoption of resolutions on the issues specified in subparagraphs 1, 6, 7, 9, 10, 11, 13, 15, 16, 17, 18, 19 of paragraph 2 of Article 24 this Law, requiring a 2/3 majority vote of those present at the Meeting; 3) adoption of the resolution specified in subparagraph 8 of paragraph 2 of Article 24 of this Law, which requires a 3/4 majority vote of those present at the Meeting; 4) adoption of resolutions which requires approval of the holders of certain types or classes of shares. 6. The company’s Articles of Association may provide for a larger than 2/3 majority required in order to adopt resolutions specified in subparagraph 2 of paragraph 5 of this Article and a larger than 3/4 majority for the adoption of the resolution referred to in subparagraph 3 of paragraph 5 of this Article. 7. If in the cases specified paragraph 4 of Article 20 of this Law the shareholder is not entitled to vote, the results of the voting shall be established according to the number of votes of shareholders present at the Meeting who are entitled to vote on deciding the issue. Article 30. General Ballot 1. If the company’s Articles of Association provide for the possibility to vote in advance, the company shall prepare the general ballots. The following shall be indicated in the ballot: 1) drafts of the resolutions which shall be put to a vote at the General Meeting. The wording of the draft resolutions must be such as to allow the shareholder to vote either for or against the resolution; 2) candidates to the members of the company’s management bodies elected at the General Meeting, the firm which is a candidate to the firm of auditors which has to be approved. The above candidates must be presented in the manner which would enable the shareholder to mark the candidate he is voting for or to indicate the number of votes he gives to each candidate to the Supervisory Board (if the Supervisory Board is not formed - the Board) members. 2. All draft resolutions and candidates to the members of the company’s management bodies elected by the General Meeting, the candidate firms from which the firm of auditors has to be approved, which have been put forward by the persons on whose initiative the Meeting has been convened and the company’s management bodies or persons specified in paragraph 2 of Article 27of this Law must be entered in the general ballot not later than 15 days before the General Meeting. 3. The company must not earlier than 15 days and not later than 10 days before the General Meeting send the general ballots by registered mail or hand them in personally against signature to the shareholders entitled to vote should the shareholders so request in writing. 4. After the general ballot has been sent or handed in to the shareholder, the ballot may not be changed. The company’s Articles of Association may provide that new drafts of resolutions and candidates to the management bodies elected by the General Meeting or to the firm of auditors to be approved may not be put forward after the general ballot has been sent or handed in. 5. The name, surname and personal code (name and code of the legal person) of the shareholder must be indicated on the general ballot. 6. The general ballot signed by the shareholder (his proxy) shall be deemed valid if it contains the requisites prescribed by paragraph 5 of this Article and is delivered to the company not later than one day before the General Meeting. The general ballot signed by the shareholder (his proxy) and delivered to the company shall be irrevocable, save for the exception laid down in paragraph 4 of Article 21 of this Law. Article 31. Invalidity of the Resolutions of the General Meeting 1. On the application of the interested persons, the resolution of the General Meeting shall be declared invalid in accordance with the judicial procedure if: 1) the issue on which the resolution is adopted has not been entered in the agenda of the Meeting in accordance with the procedure established by law; 2) the registration documents and information changed by the resolution adopted by the Meeting have not been registered in the Register of Enterprises of the Republic of Lithuania in the cases and within the time limit prescribed by laws; 3) the procedure for convening the meetings or drawing up the agenda, prescribed by Articles 26, 27 and 28 of this Law, has been violated; 4) the company has not prepared and/or sent/or delivered the general ballots drawn up in the manner prescribed by this Law to the shareholders who requested the ballots, if the possibility of advance voting is provided for in the company’s Articles of Association, except where this did not have a decisive effect upon the quorum of the Meeting or the adoption or rejection of the resolution; 5) the shareholder was represented at the General Meeting by a person who did not have the shareholder’s proxy, the shareholder’s proxy voted at the Meeting exceeding his powers, vote was taken by holders of non-voting shares, except where the shareholder’s vote did not affect the quorum of the Meeting or the passing or rejection of the resolution; 6) the resolution is not in compliance with the Articles of Association of the company, this Law, or other laws of the Republic of Lithuania; 7) the resolution is detrimental to the company. 2. A resolution of the General Meeting may be appealed against to the court not later than within 30 days from the day when the person learned or should have learnt about its adoption. Article 24. Formation of the Supervisory Board 1. The Supervisory Board is a collegial body supervising the activities of the company and directed by its chairman. 2. The number of members of the Supervisory Board shall be set by the Articles of Association of the company; the number of members must be not less than 3 and not more than 15. 3. The Supervisory Board shall be elected by the General Meeting. During the election of the Supervisory Board members each shareholder shall have the number of votes which is equal to the number of votes carried by the shares held by him as established pursuant to Article 20 of this Law multiplied by the number of members of the Supervisory Board being elected. The shareholder shall distribute the votes at his discretion, giving them for one or several candidates. Candidates who receive the greatest number of votes shall be elected. If the number of candidates who received an equal number of votes is larger than the number of vacancies on the Supervisory Board, a repeat voting shall be held in which each shareholder may vote only for one of the candidates who received an equal number of votes. 4. The Supervisory Board shall be elected for a term not exceeding 4 years. The number of terms a member may serve on the Supervisory Board shall not be limited. 5. The Supervisory Board shall elect the chairman of the Supervisory Board from among its members. 6. Only legally capable natural persons may serve as members of the Supervisory Board. Prohibited from serving on the Supervisory Board shall be: 1) members of the company’s Board; 2) head of the Administration of the company; 3) a person indicated in paragraph 1 of Article 23 of this Law; 4) a person who, pursuant to the laws of the Republic of Lithuania, has no right to perform these duties. 7. The General Meeting may remove from office the entire Supervisory Board in corpore or its individual members before the expiry of their term. 8. A member of the Supervisory Board may resign from office prior to the expiry of his term upon giving a written notice thereof to the Supervisory Board at least 14 calendar days in advance. 9. If a member of the Supervisory Board is removed from office, resigns or for any other reason stops performing his duties and the shareholders who hold at least 1/20 of all votes in the company object to the election of individual members of the Supervisory Board, the operating Supervisory Board must be dismissed and a new Supervisory Board in corpore must be elected. Should individual members of the Supervisory Board be elected, they shall be elected only until the expiry of the term of office of the operating Supervisory Board. 10. The general meeting may remunerate (pay bonuses

1. to)members of the Supervisory Board for their work only out of the net profit, taking into account the provisions of Article 61 of this Law. Article 33. Powers and Responsibility of the Supervisory Board 1. The Supervisory Board shall: 1) elect members of the Board (if the Board is not formed - the head of the Administration) and remove them from office. If the company is operating at a loss, the Supervisory Board must consider the suitability of the Board members (if the Board is not formed - the head of the Administration) for their office; 2) analyse the work of the Board and the head of the Administration, the use of financial resources, the organisation of production and management, the profitability of capital, remuneration for work, the correctness of depreciation deductions, the company’s financial prospects; 3) make proposals and comments to the General Meeting on the company’s annual financial statements, the draft of the profit distribution and the report on the company’s activities drawn up by the Board (the head of the Administration); 4) represent the company when disputes between the company and its Board member or the head of the Administration or his deputy are brought before the court; 5) submit proposals to the Board and the head of the Administration to revoke their resolutions which are not in conformity with the laws of the Republic of Lithuania or the Articles of Association of the company or the resolutions of the General Meeting; 6) consider other issues provided for in the Articles of Association or in the resolutions adopted by the General Meeting. 2. The Supervisory Board shall have no right to assign or delegate its functions to the Board or the head of the Administration. 3. The Supervisory Board shall be entitled to appoint a firm of auditors to audit the accounting documents and financial statements of the company. The General Meeting may fix the maximum amount of funds that may be allotted to pay the charges of the firm or auditors. 4. At the request of the Supervisory Board the company’s head of the Administration and the Board must present documents relating to the activities of the company and provide conditions for inspecting the company's assets. Members of the Supervisory Board must keep the company's commercial secrets divulged to them in the course of their duties confidential. 5. The Supervisory Board shall commence its activities upon the closure of the General Meeting which elected it, save for the exception provided for in paragraph 6 of Article 22. 6. The procedure of work of the Supervisory Board shall be laid down in the work regulations of the Supervisory Board adopted by it. 7. The Supervisory Board must meet at least once quarterly. Its regular meetings shall be called according to the schedule by the chairman of the Supervisory Board or, in his absence, by the vice chairman. Extraordinary meetings shall be called at the request of no less than 1/3 of the members of the Supervisory Board. The procedure for announcing meetings shall be laid down in the work regulations of the Supervisory Board. 8. Members of the Supervisory Board shall have equal rights. During voting each member shall have one vote. In the event of a tie the chairman’s vote shall be casting. 9. If a member of the Supervisory Board is unable to attend the meeting, he may take a written vote "for" or "against" the resolution which is being voted on, provided that he has familiarised himself with the draft resolution. 10. The Supervisory Board may adopt resolutions if its meeting is attended by more than half of its members. The members of the Supervisory Board who voted in advance shall also be included in the quorum. Resolutions of the Supervisory Board shall be adopted by a simple majority vote of those present (including members who cast their vote in advance in writing), with the exception of resolutions on removing members of the Board from office. Such resolutions shall be adopted by a 2/3 vote of the Supervisory Board members present at the meeting (including members who voted in advance in writing). 11. Members of the Supervisory Board shall be liable in the manner established by law for concealing violations of the company's business activities, inadequate control of business activities, if that provided conditions for the Board or the head of the Administration to ignore the laws of the Republic of Lithuania or the Articles of Association of the company. Article 34. Formation of the Board 1. The Board is a collegial body, whose activities shall be directed by the chairman of the Board. 2. The number of the Board members, which may not be less than 3, shall be established by the company’s Articles of Association. 3. The Board and its chairman shall be elected by the Supervisory Board for a term not exceeding 4 years; in its absence, the Board members shall be elected by the General Meeting in accordance with the procedure established by Article 32 of this Law for the election of the Supervisory Board. The Board shall elect its chairman from among its members. The institution holding special shares shall be entitled to appoint one Board member. There is no limitation on the number of terms of office a member of the Board may serve. 4. Only competent natural persons may be appointed/elected as members of the Board. The following persons may not be appointed or elected as members of the Board: 1) members of the Supervisory Board of the same company or its parent company registered in the Republic of Lithuania; 2) a person specified in paragraph 1 of Article 23 of this Law; 3) a person who, under the laws of the Republic of Lithuania, may not serve on the Board. 5. The Supervisory Board (if the Supervisory Board is not formed - the General Meeting) may remove the Board in corpore or its individual members from office before the expiry of their term. 6.A member of the Board may resign from his post before the expiry of his term of office, notifying the Board in writing at least 14 calendar days in advance. 7. The General Meeting may remunerate (pay bonuses
2. to)members of the Board for their work on the Board only out of the net profit, taking into account the provisions of Article 61 of this Law. Article 35. Powers and Responsibility of the Board 1. The Board shall consider and approve: 1) the structure of the company management and positions; 2) posts in which persons are employed only by holding competitions; 3) salaries of the head of the Administration and his deputies; 4) the office rules of the head of the Administration and his deputies, the rules of the branches of the company. 2. The Board shall elect and remove from office the head of the Administration. The Board shall approve of the candidates nominated by the head of the Administration to his deputies as well as well as of the candidates to the posts to which employees are chosen on the basis of competition. 3. The Board shall analyse and evaluate the material submitted by the head of the Administration on: 1) the strategy of production, technical, research, design and experimental work as well as other business activities; 2) the organisation of management and production; 3) the sources of accumulation of financial resources and ways of their use; 4) contracts entered into by the company; 5) financial situation of the company; 6) results of business activities, income and expenditure estimates, stock-taking data and other records of valuables. 4. The Board shall analyse, assess the company’s draft annual financial statements and draft of the appropriation of profit and, having approved of the above drafts, submit them to the General Meeting. The Board shall determine the method of estimating asset depreciation and depreciation rates. 5. The Board must hold General Meetings in due time, ensure the compiling of the list of holders of registered shares, draw up the agendas of the General Meetings, present to the shareholders the company's annual financial statements, the draft of the appropriation of profit, the report on the company’s activities and other required information for considering the items on the agenda. 6. The Board shall adopt: 1) decisions on the company becoming the incorporator, member of other enterprises; 2) decisions on the transfer, lease or mortgage of fixed assets the value whereof amounts to over 1/20 of the company’s authorised capital as well as on offering guarantee or surety for the discharge of obligations of other entities, when the amount of the obligations exceed 1/20 of the company’s authorised capital; 3) decisions on the acquisition of fixed assets the price whereof exceeds 1/20 of the company’s authorised capital; 4) other decisions which are assigned to the competence of the Board by the company’s Articles of Association or resolutions of the General Meeting. 7. A resolution of the General Meeting adopted by an at least 2/3 majority vote shall be required for every decisions of the Board specified in subparagraph 2 of paragraph 6 of this Article. During a financial year the sum of the total balance-sheet value of the fixed assets transferred, leased, or mortgaged under the contracts entered into without the approval of the General Meeting and the amount of other entities’ liabilities for the fulfilment whereof guarantee or surety is offered may not exceed 1/20 of the company's authorised capital value. The company’s Articles of Association may provide for other cases where the approval of the General Meeting is required for the decisions of the Board. 8. The Board shall discharge its functions for the term fixed in the Articles of Association or until a new Board is elected and commences its work. 9. The procedure of work of the Board shall be set forth in the Rules of Work the Board adopted by it. 10. Every member of the Board shall have the right of initiative to convene the Board meeting. The decisions adopted by the Board shall be valid if voted in favour of by at least a half of the Board members. The Articles of Association of the company may prescribe a larger majority of votes required for the adoption of decisions. When this is provided for by the laws of the Republic of Lithuania, the member of the Board appointed by the institution representing special shares shall have the right of veto when voting on separate issues. When other issues are put to the vote, the Board member appointed by the institution representing special shares shall not be entitled to vote. A member of the Board shall not be entitled to vote when the Board meeting is taking a decision on his pecuniary liability issues or personal matters relating to his work in the company. 11. The Board must invite the head of the Administration to every meeting of the Board, provided he is not a member of the Board, and provide him with an opportunity to have access to the information relating to the issues on the agenda. 12. The Board shall be prohibited from restricting the auditor’s powers or interfering with his work in any other way. 13. The members of the Board must keep the company's commercial secrets confidential. 14. The chairman and members of the Board must jointly compensate for the losses incurred by the company by reason of the decisions of the Board adopted in violation of the company's Articles of Association, this Law and other laws of the Republic of Lithuania. Released from the obligation to compensate for the losses shall be persons who voted against the decision or did not attend the meeting at which the decision was adopted, provided that they file with the presiding officer a written protest within 7 days after they learnt or should have learnt about the decision. The resignation of a member of the Board or his removal from office shall not release him from the obligation to compensate for the losses incurred through his fault. A member of the Board may be released from the obligation to compensate for the losses inflicted by him through the performance of his duties provided that he acted in accordance with the company’s documents and other information the accuracy whereof was beyond reasonable doubt, or if he acted within the limits of normal production-business risks. Disputes concerning the compensation for losses shall be settled in court. Article 36. Report on the Company’s activities 1. 10 days before the Annual General Meeting the Board must draw up a report on the company’s activities. The report shall contain: 1) an overview of the company’s activities in the financial year; 2) names of the company’s subsidiary companies, the number of shares of the companies acquired by the company, the total nominal value of the said shares and the share in the authorised capital of the these companies represented by them, assessment of benefit derived by the company form holding a majority of votes or exercising a dominant influence in the said companies; 3) the number of own shares and shares of other companies acquired and transferred in the course of the financial year as well as substantiation of the said acquisitions and transfers; 4) information on the company’s branches; 5) material events in the company at the close of the financial year; 6) plans and forecasts of the company’s activities. 2. The company’s Articles of Association may also set other requirements for the report on the company’s activities. 3. If the Board is not formed in the company, the report on the company’s activities, meeting the requirements of this Article, must be drawn up by the head of the Administration. 4. The reports on the activities of public limited liability companies and private limited liability companies specified paragraph 2 of Article 60 of this Law must be audited by the auditor prior to the Annual General Meeting. The reports on the activities of the above companies shall be public: upon the request of every interested person the company must provide conditions for access at the company’s registered office to the report on the company’s activities and the auditor’s opinion on the report or present a copy of the above documents or a part thereof. 5. If the General Meeting fails to approve the report on the company’s activities or gives the report a negative evaluation, the Board (if the Board is not formed - the head of the Administration) shall lose its powers. The Board (the head of the Administration) shall discharge its functions until the election of a new Board (the head of the Administration). If the report on the company’s activities is not approved, the head of the Administration or the Board, if it is elected by the General Meeting, must forthwith convene the General Meeting for the election of a new head of the Administration or the Board. Article 37. Internal Auditor of the Company 1. The company’s Articles of Association may stipulate that the financial activities of the company shall be controlled by the internal auditor. 2. The internal auditor shall be elected by the General Meeting for the term set in the Articles of Association. 3. The procedure of work of the internal auditor shall be established by the work regulations of the internal auditor. 4. The Administration and Board of the company must submit to the internal auditor the accounting and financial documents requested by him. 5. The company shall pay the internal auditor a salary for his work. The amount of the salary or the terms and conditions of payment for work shall be determined by the General Meeting. 6. The internal auditor must keep the company’s commercial secrets divulged to him in the exercise of control over the company’s financial activities confidential. 7. The internal auditor’s qualification requirements shall be set by the Government of the Republic of Lithuania or the institution authorised by it. Article 38. Head of the Administration and the Administration 1. The company shall have the head of the Administration (the president, director general, director). 2. The head of the Administration shall direct the Administration which shall organise and carry out the company’s business activities. The head of the Administration shall approve the work regulations of the Administration, employ and dismiss the Administration staff members, conclude employment contracts with them. 3. The head of the company’s Administration shall represent the company in the relations with the third parties both in the court and in the arbitration institution. The head of the Administration shall acquire the right to represent the company from the date fixed in the employment contract. 4. The head of the Administration may enter into contracts specified in paragraph 6 of Article 35 of this Law only on the basis of the decisions of the Board. The company’s Articles of Association may specify other cases when the head of the Administration may enter into contracts with third parties only having been given the consent of the General Meeting or the Board. The limits on the powers of the head of the Administration of the company, arising under the Articles of Association, may never be relied on as against third parties, even if the Articles of Association have been disclosed in the manner prescribed by law. 5. The head of the Administration must communicate to the Board material specified in paragraphs 3 and 4 of Article 35 of this Law. 6. In his activities the head of the Administration of the company shall be guided by the company’s Articles of Association, resolutions of the General Meeting, decisions of the Board and work regulations of the Administration. 7. The head of the Administration may have deputies. The Articles of Association of the company may specify spheres of activity where the deputies of the head of the Administration shall be entitled to act independently and to enter into contracts of the company. The limits on the powers of the deputy head of the Administration may be relied on by the company as against third parties only from the day of disclosure of the Articles of Association in the manner prescribed by law. 8. The head of the Administration shall be elected and removed from office by the Board of the company (if the Board is not formed - by the Supervisory Board, and where the Supervisory Board is not formed either - by the General Meeting). A competition may be held to choose the head of the Administration. The Board of the company (if the Board is not formed - the Supervisory Board, and where the Supervisory Board is not formed either - the person authorised by the General Meeting) must within 2 working days notify the administrator of the Register of Enterprises in writing of the election or removal from office of the head of the Administration. 9. The head of the Administration may be a competent natural person with whom a contract of employment shall be concluded. A person not entitled under the laws of the Republic of Lithuania to occupy the post may not be appointed head of the Administration. 10. The contract of employment shall be signed with the head of the Administration by the chairman of the Board (if the Board is not formed - by the Supervisory Board, and where the Supervisory Board is not formed either - by the person authorised by the General Meeting). If the head of the Administration is a member of the company Board, the contract of employment with him shall be signed by the chairman of the Supervisory Board (if the Supervisory Board is not formed - by the person authorised by the General Meeting). 11. If the head of the Administration is not a member of the Board, he shall participate in the meetings of the company in a deliberative capacity. 12. If the head of the Administration or his deputy enters into a contract which is beyond his competence, exceeding exposure to normal business risk, or performed other unlawful actions thereby inflicting damage on the company (including loss of profit) or if by reason thereof the persons derive direct or indirect benefit at the cost of the company or shareholders, the company and the shareholder or shareholders of the company shall be entitled to claim through the court compensation for the damage (including the loss of profit) incurred because of the contract or the above actions. 13. Having entered into a contract beyond his competence, the head of the Administration shall bear subsidiary liability if the claims of the third person are not satisfied in full from the company. CHAPTER FIVE CAPITAL OF THE COMPANY Article 39. The Capital Structure 1. The company's capital shall be divided into equity capital and borrowed capital. The equity capital shall be formed out of the share issue price and the profit of the company. The borrowed capital shall be formed by issuing debentures, taking loans and by borrowing funds in any other way. 2. The company's equity capital shall consist of: 1) the authorised capital; 2) the share premium (the amount above nominal value); 3) revaluation reserve; 4) legal reserve; 5) reserves for purchasing own shares (in public limited liability companies); 6) reserves specified in the Articles of Association; 7) other reserves; 8) profit (losses) brought forward; 7) grants and subsidies; 10) deferred charges (expenditure formed by increasing the current period costs or reducing the income, which are anticipated in the subsequent periods in order to correctly reflect the performance of the periods). 3. The authorised capital shall amount to the sum total of the nominal values of all subscribed for shares of the company. 4. If the company's equity capital becomes less than 3/4 of the authorised capital specified in the Articles of Association, the Board shall convene the Extraordinary General Meeting. The Meeting may adopt a resolution to reduce the company’s authorised capital by the amount which is not less than the difference between the equity capital and the authorised capital or to liquidate the company. The shareholders may also decide to cover the difference by additional contributions. 5. If the General Meeting failed to adopt the resolutions provided for in paragraph 4 of this Article and the difference between the equity capital and the authorised capital was not covered by additional contributions, the Board shall within 15 days from the General Meeting, but not later than within 2 months from the moment when it learnt or should have learnt of the equity capital having fallen below 3/4 of the authorised capital, must apply to the court for the reduction of the authorised capital of the company by the sum whereby the equity capital has fallen below the authorised capital. 6. After the court order to reduce the company’s authorised capital becomes effective, the Board of the company must change the amount of the authorised capital of the company accordingly, first of all by cancelling its own shares acquired by the company and, should this prove insufficient, by reducing the nominal value of the remaining shares or cancelling the shares, reducing the number of shares for all shareholders in proportion to the number of shares of the company owned by them and by making appropriate amendments in the Articles of Association of the company. The amended Articles of Association of the company must be presented for registration in the Register of Enterprises of the Republic of Lithuania within 15 days from the coming into effect of the court order. 7. Paragraphs 4, 5 and 6 of this Article shall not apply until the expiry of the time limit for payment for the company shares of the last issue. Article 40. Reserves and their Composition 1. The revaluation reserve - the amount whereby the value of long-term tangible and financial assets increased upon the asset revaluation. The revaluation reserve shall be reduced when the revalued assets are written off, subjected to wear, depreciated or transferred into the ownership of the State, municipality or other persons. The revaluation reserve may not be used to reduce losses. The revaluation reserve may be applied to increase the authorised capital in accordance with the procedure established in Article 53 of this Law. 2. The legal reserve shall be formed from the deductions from the net profit in accordance with the procedure established in paragraph 4 or Article 61 of this Law and shall be used to cut the losses. In case of reduction of the authorised capital the legal reserve may be reduced retaining the ratio specified in paragraph 4 of Article 61 of this Law. When decreasing the authorised capital, the difference in the amount of the legal reserve shall be attributed to the profit or loss of the accounting period to be appropriated. 3. The reserve for purchasing own shares shall be formed in order to cover the acquisition value of the own shares of a public limited liability company. The amount of the reserve may not be less than the sum total of the values of own shares acquired by the public limited liability company. 4. The reserves specified in the Articles of Association and other reserves shall consist of the reserves available for distribution and reserves not available for distribution. 5. Reserves not available for distribution shall be formed in accordance with the procedure established by law and the company’s Articles of Association for specific purposes by transferring part of the net profit of the accounting period. Reserves not available for distribution shall be formed, reduced and liquidated upon the resolution of the General Meeting by an at least 2/3 majority vote. When reserves not available for distribution are being reduced or liquidated, the authorised capital shall be increased by an appropriate amount and the nominal value of shares shall be increased pro rata to the nominal value of shares of the company owned by the shareholders, or new shares shall be issued. 6. Reserves available for distribution shall be formed and used only in accordance with the procedure established in the Articles of Association of the company. 7. The reserves provided for in paragraphs 3 and 4 of this Article shall be formed only after the legal reserve prescribed by paragraph 2 of this Article has been formed. Article 41. Shares 1.Shares are securities signifying an ownership position in a company, evidencing the participation of their holders in the company's capital and entitling them to property and non-property rights. Shares in private limited liability companies may be represented by certificates (documents printed in accordance with the requirements established by the Government of the Republic of Lithuania ) or uncertificated (represented by entries in the securities accounts). The shares of public limited liability companies must be uncertificated. The shares of public limited liability companies must be registered with the Securities Commission. 2. The nominal value of a share must be quoted in litas without indicating the centas. 3. Shares are divided into the following types: 1) according to the manner of disposal - into registered and bearer shares; 2) according to the rights attached - into ordinary and preference shares. 4. The shares of one type are divided into classes according to the rights carried by them. The rights carried by the shares of different classes must be specified in the Articles of Association of the company. All shares of one class must be of equal nominal value. 5. Uncertificated shares shall be represented by entries in securities accounts. The securities accounts of private limited liability companies shall be administered by the issuing private limited liability company, whereas the securities accounts of public limited liability companies shall be administered by the entities specified in the Law on Public Trading in Securities (hereafter – account administrators). 6. The accounts administrator which has opened the shareholder’s securities account shall issue, upon the shareholder’s request, the statement of account indicating the number of shares and other information relative to the shares entered in the account, which is prescribed by law. 7. The information that must be provided in the securities accounts in relation to uncertified shares shall be specified by the regulatory enactments regulating the accounting of securities and trading in securities. 8. A share represented by a certificate must state: 1) the word "Share " and the type of the share; 2) the code and name of the private limited liability company; 3) nominal value of the share; 4) number; 5) the rate of dividend on preference shares and the voting right carried by them; 6) the date of issue; 7) the name, surname and personal code (the name and code of a legal person); 8) the signature of the chairman of the Board (if the Board is not formed – the head of the Administration) attested by the seal of the private limited liability company. 9. Shares may be offered for secondary trading after the company has been registered or its authorised capital has been increased and after the shares have been fully paid up at their issue price. 10. The company shall be prohibited from issuing shares which may be exchanged for debentures and for shares of the types other than those prescribed by this Law. Article 42. Partly Paid Shares 1. Partly paid certificated shares shall be marked by provisional statements from the shareholders’ list (shareholders register). The statements must specify the shareholder, the number of shares subscribed for by him and the amount paid in for the shares or the value of contributions made otherwise than in cash, the balance required in order to have the shares fully paid up and the deadline for payments. Upon the payment of the full share issue price, the provisional statements must be replaced by certificated shares. 2. Entries in the securities accounts of shareholders, representing partly paid uncertificated shares, shall state the amount paid, the amount still due and the deadline for payments. This data shall also be specified in the statement of securities account of a shareholder issued to the shareholder. Article 43. Registered and Bearer Shares 1.The owner (shareholder) of a certificated registered share is the person whose name is indicated on the share. The said persons must be registered in the share register of the private limited liability company. The share register must state the following information about the shareholder: name, surname, personal code and address of the person, address (the name of the legal person, its code and registered office address), the number of shares of the company owned by the shareholder and the nominal value of the shares. 2. The owner of an uncertificated registered share or bearer share is the person in whose name the securities account has been opened. The shares owned by the person shall be entered in this account. 3. Private limited liability companies may have only registered shares. 4. Public limited liability companies shall be entitled to be provided by the administrators of accounts, according to the procedure established by the regulatory enactments regulating the accounting of securities and trading in securities, information about the registered shares of that company recorded in the securities accounts administered by them, the shareholders’ lists and data relating to them. 5. Public limited liability companies shall have no right to demand that the administrators of accounts disclose the identity of the owners of bearer shares and provide information about them. 6. Registered shares of a public limited liability company may be exchanged for bearer shares or vice versa by a resolution of the General Meeting adopted by an at least 2/3 majority vote of the holders of each type of shares, the holders of registered and bearer shares taking separate votes at the Meeting. Article 44. Ordinary and Preference Shares 1.Ordinary shares constitute the main part of the company's shares. The nominal value of the preference shares may not exceed 1/3 of the authorised capital. All ordinary shares must be of equal nominal value. 2. The property rights of the ordinary share holders to dividend and a part of the assets of the company in liquidation may be realised only after the satisfaction of claims of the holders of preference shares. Only the holders of ordinary shares shall have the right to receive new shares which are issued when the company’s authorised capital is increased out of the company’s profit carried forward and reserves not available for distribution. If the authorised capital is increased out of the share premium or revaluation reserve, the holders of both preference and ordinary shares shall have equal rights to get new shares. 3. Conversion of ordinary shares into preference shares shall be prohibited. 4. The company’s preference shares may be converted into ordinary shares by the resolution of the General Meeting adopted by an at least 2/3 majority vote of the holders of each type of shares participating in the Meeting, the holders of preference shares and ordinary shares taking a separate vote. When converting preference shares with cumulative dividend into ordinary shares, the company must make a full settlement with the holders of preference shares or undertake to settle the debt in the coming financial year. 5. It shall be prohibited to fix the amount of dividend for the holders of ordinary shares in the Articles of Association or share subscription agreement. 6.The property and non-property rights carried by preference shares, as well as the procedure for changing the rights must be established prior to their issue and must be recorded in the Articles of Association of the company. The amount of dividend shall be established as a percentage of the nominal value of the share. The specific (fixed) amount of the dividend on preference shares as a percentage of the nominal value of the share must be established in the company’s Articles of Association. The dividend on preference shares may not be in excess of the higher of the following: a triple amount of the last quarter’s weighted average of the annual interest rate on the T-notes of the Republic of Lithuania issued in litas by auction in the last calendar quarter, which is published in the “Valstybės žinios” (Official Gazette) by the Government or the institution authorised by it or a double amount of the dividend on ordinary shares, valid on the day of the General Meeting which adopted the company’s Articles of Association or their amendments establishing property and non-property rights carried by the preference shares. 7. If the profit is not sufficient for the payment of the dividend specified on the preference shares, all the preference shares with different dividend rates shall be paid the dividend of a proportionately smaller amount. 8.The dividend on preference shares may be cumulative or non-cumulative. This shall be established in the Articles of Association before the shares are issued. 9.The holder of cumulative preference shares shall be guaranteed the right to the rate of dividend specified on the shares. If the profit is not sufficient for the payment of the full amount of the dividend, the unpaid sum must be carried over to the next financial year. 10. The dividend or part of the dividend on non-cumulative preference shares which has not been paid to the shareholders may not be carried over to the next financial year. 11. The Articles of Association may establish that the preference shareholders have no voting rights. If in two consecutive financial years the company fails to pay the full amount of dividend to the holders of cumulative non-voting preference shares, such shareholders shall acquire the voting right. The shareholders shall retain this right until the end of the financial year in which they are paid the full amount of the dividend due to them. Article 45. Workers' Shares 1. The workers' shares are registered shares sold on preferential terms or otherwise transferred to the workers of the company. Such shares may be issued after all shares subscribed for at the moment of incorporation have been fully paid for. 2. The Articles of Association of the company may restrict the transfer of workers' shares, but the period of restriction may not be longer than three years after the day of the issue of shares. It shall also be established that the holder of a workers’ share has no right to transfer the share into the ownership of another person who has no right to acquire such shares. After the expiry of the term of this restriction, the share shall lose the status of a workers’ share and shall be converted into an ordinary registered share. If the workers' share is inherited before the expiry of the time period of restriction of transfer, the status of the workers' share shall not change. 3. The workers' shares may be paid, except for the initial contributions for them, by making deductions from the workers's salary (wage), if the deducted amounts are accumulated in a special fund at the workers' request. It shall be prohibited to compel a worker to buy the company's shares or to make deductions from his wages for the payment for the shares for which he has not subscribed. Article 46. Special Shares 1. Special shares are ordinary registered shares granting the State or the municipality additional non-property rights. The special share status may be accorded, on the resolution of the General Meeting, to any share (shares) owned by the State or the municipality provided that the following conditions are complied with: 1) the State or the municipality waives 2/3 or more votes at the General Meeting held by it by selling or transferring in any other way part of the shares of the company owned by the State or the municipality; 2) the principal business of the company is in the sphere of transport, energy, oil sector, communications or public utilities. 2. A special share shall carry the following additional rights: 1) to veto the resolutions of the General Meeting, also other resolutions regarding the reorganisation, liquidation of the company, cancellation of the special share status, as well as other resolutions which the owner of a special share is entitled veto exercising the right granted to him by the laws on transport, energy, oil, communications or public utilities sectors; 2) to make an intervention on every issue discussed at the General Meeting; 3) to convene the General Meeting and propose items for the agenda of the Meeting and drafts of resolutions. 3. The special share shall lose its special share status when: 1) the State or municipality transfers the share into the ownership of another person; 2) the resolution on the cancellation of the special share status is adopted by the General Meeting. Article 47. Subscription for Shares 1. Shares shall be subscribed for when the company and a natural or legal person conclude a written share subscription agreement, except in the case of company incorporation. By the subscription for shares agreement one party commits itself to allot a certain number of new shares and the other party binds itself to pay the full issue price of the shares subscribed for. The procedure of subscription for the shares of a public limited liability company, issued in the course of an increase in the authorised capital and distributed through the Securities Exchange registered in the Republic of Lithuania, the setting and payment of a price shall be determined by the Securities Commission. 2. The subscription agreement of the company must state: 1) the name of the company and the address of its registered office; 2) the amount of authorised capital and the amount of increase in the authorised capital; 3) the date of the General Meeting at which the resolution to increase the authorised capital has been adopted; 4) the date and number of registration of the shares of the public limited liability company; 5) the nominal value and the issue price of the shares, the number of shares of each type and class issued and the rights they carry; 6) time limits for the allotment of shares of a public limited liability company; 7) the procedure and time limits of payment for shares, the sum of late payment penalty for failure to pay for shares when due. The sum of late payment penalty may not be less than 0.05% on the unpaid amount for each missed day; 8) the procedure of share allotment to the persons who subscribed to them in the event of over-subscription; 9) the possibility and procedure of increasing the authorised capital of the company in the event of under-subscription (amending and registering the Articles of Association of the company as provided for in paragraph 1 of Article 51 of this Law); 10) the name, surname, personal number and address of the subscriber (the name, code number, registered office address of the legal person and the name and surname of its representative); 11) the number of shares subscribed for according to their types and classes. 3. The head of the Administration shall be responsible for the drafting of the share subscription agreement and the accuracy of the information. 4. At the request of the person who subscribed for a share prior to the registration of the company or the registration of the Articles of Association in which an increased amount of the authorised capital is indicated, the company (when the company is being incorporated - its incorporators) must, within 15 days from the written request, return his contributions without any deductions if: 1) the company was being incorporated in violation of the laws of the Republic of Lithuania; 2) the authorised capital has been increased in violation of this Law; 3) inaccurate or incomplete information specified in subparagraphs 1- 9 of paragraph 2 of this Article has been presented in the subscription agreement. 5. The company may not subscribe for its own shares. 6. The members of the management bodies of the company, who passed a resolution to subscribe for shares in violation of paragraph 5 of this Article, shall themselves pay up the shares. Having paid up the shares, they shall become their owners. Article 41. Payment for Shares 1. Payment for shares means the payment of the share issue price in cash or by contributions made otherwise than in cash by the persons who subscribed for shares. Only the assets which are the objects of civil circulation and which may be rated economically may be used as contributions in kind. Works and services may not be used as contributions. 2. The share issue price must be not less than its nominal value. 3. The shares issued by the company must be fully paid up within the period specified in the subscription agreement, but not later than within 12 months after the signing of the agreement. The subscription agreement must indicate the dates for the payment for shares, including the date for the payment of the initial contribution. 4. The initial contributions in cash of each person who subscribed for shares may not be less than a sum equal to one quarter of the nominal value of the shares subscribed for by him plus the whole of the premium on the issue price. If in the course of an increase in the authorised capital the initial contributions are paid otherwise than in cash, the contributions for the total price of the shares must be transferred in full within the time limit set for the payment of the initial contributions. 5. If in the course of an increase in the authorised capital the shares are fully or part ly paid for by a contribution made otherwise than in cash, the property, whereby the payment is made, the person transferring it and the value of the contribution must be established in the resolution of the General Meeting regarding an increase in the authorised capital. 6. A contribution made otherwise than in cash must be valued by the assets valuer according to the procedure prescribed by the laws and other legal acts of the Republic of Lithuania regulating assets valuation prior to the General Meeting at which an increase in the authorised capital is planned by issuing shares for the above contribution. The requirements of assets valuation reports are set forth in paragraph 7 of Article 10 of this Law. The report of assets valuers who perform valuation of contributions made otherwise than in cash for the shares of a public limited liability company shall be disclosed according to the procedure established by law. 7. The company may not release the persons who subscribed for the shares from his obligations to the company to pay up for the shares subscribed for, except in the cases provided for in paragraph 14 of Article 54 and paragraph 5 of Article 76 this Law. 8. Shares shall be considered to have been paid up when the person who subscribed for them pays in the last contribution in cash and transfers all assets provided for in the share subscription agreement (the last part of the non-cash contribution) into the ownership of the company. 9. If a person who subscribed for shares fails to pay the contributions for the subscribed shares within the prescribed time limit, the company shall have the right to: 1) sell the shares subscribed for by the debtor. If the shares are sold for a lower price than the subscriber's debt to the company, the company shall be entitled to demand that he pay the balance. If the shares are sold at a higher price, the difference must be returned to the debtor. The share selling costs shall be covered by the person who failed to pay up for the shares; 2) to demand that the person who subscribed for shares pay the late payment penalty provided for in the subscription agreement and to recover the unpaid amounts by filing for claims. Article 47. Transfer of Shares 1. Certificated registered shares shall be transferred into the ownership of other persons by making on the share an appropriate inscription - the endorsement. The provisions of the Law of the Republic of Lithuania on the Bills of Exchange and Promissory Notes shall apply to the form of the endorsement and the identification of the holder of registered shares. 2. The transfer of uncertificated shares shall be marked by making a debit entry in the transferor's securities account and a credit entry in the transferee's account. 3. Entering into a contract on the transfer of uncertificated shares, the parties to the contract must present to their account managers a written contract which must give at least the following information: 1) the code and name of the company; 2) nominal value of the shares being transferred and their number according to the types and classes; 3) for shares of the public limited liability company - share issue code assigned by the Central Securities Depository of Lithuania; 4) the amount of dividend on preference shares and the voting right attached to them. 4. The account managers shall have no right to make an entry according to a contract in which at least one item of the information specified in paragraph 3 of this Article is missing. 5. The requirements of paragraphs 3 and 4 of this Article shall not apply to the share transfer contracts concluded on the Securities Exchange. 6. The person who subscribed for the shares before the registration of the company being incorporated or before the registration of amendments to the Articles of Association of the company due to the increase in the authorised capital shall have no right to transfer to other persons the shares subscribed for by him. 7. The shareholder may not transfer to other persons partly paid shares. 8. Public limited liability companies shall be prohibited from introducing any restrictions on the right of the shareholders to transfer fully paid shares into the ownership of another person in the manner prescribed by this Law, except in the case provided for in paragraph 2 of Article 45 of this Article. Private limited liability companies shall be prohibited from imposing any more stringent restrictions on the right of shareholders to transfer shares than those prescribed by paragraphs 9, 10, 11 and 12 of this Article. 9. The shareholder must notify the head of the Administration of the private limited liability company in writing of his intention to transfer all or part of the shares in the private limited liability company, indicating the number of the shares being transferred according to their types and classes, the method of transfer and, if the shares are sold, the selling price. The shareholder shall not be required to notify of the intention to transfer the shares if he transfers the shares to another shareholder of the private limited liability company. 10. The shareholder of a private limited liability company may not be given consent to the transfer of his shares to another person or persons who are not shareholders of the private limited liability company, unless by reason of the transfer of shares the number of shareholders of the private limited liability company would become larger than established in paragraph 5 of Article 2 of this Law. The head of the Administration must notify the shareholder of the consent to or prohibition of the transfer of shares in the private limited liability company within 5 days from the day of the receipt of the shareholder's notification, except in cases when the shares are sold. 11. The existing shareholders of the private limited liability company shall have the right of pre-emption to acquire all shares in the private limited liability company, which have been offered for sale. The head of the Administration of the private limited liability company must within 5 days from the receipt of the shareholder's notice of his intention to sell the shares to a person who is not a company shareholder notify every shareholder of the company against his signature or by sending a notice by registered mail, indicating the class, number and price of the shares offered for sale as well as the time limit within which the shareholder may communicate to the company his wish to purchase the shares offered for sale. The time limit may not be shorter than 15 days and longer than 30 days from the day of the dispatch of the notice or letter. The head of the Administration must within 45 days from the receipt of the shareholder's notice inform the shareholder of the consent to or prohibition of the sale of shares, of the wish of other shareholders to purchase all shares the above shareholder is offering for sa