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


The Agenda and  the Management Board's proposal for the draft resolutions for
the General Shareholders Meeting of AB “Lifosa”  to be held on  April 26, 2007: 

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

2. The Annual Report of the Company for the year 2006 and the approval of the
Company's Annual Financial Statements for the year 2006. 
2.1. To approve the Company's Annual Report for 2006 .
2.2. To approve the Company's Annual Financial Statements for 2006. 

3. Company's profit appropriation for the year 2006. 
To approve the Company's net audited profit (acc.to IFAS) appropriation as
follows: 
1) not distributed profit at the end of the previous financial year - 133 402
thou. LTL (38 636 thou.EUR); 
2) net profit of the fiscal year - 37 220 thou.LTL (10 780 thou. EUR);
3) profit (loss) of the fiscal year not recognized in the profit (loss) 
account - 0 thou. LTL (0 thou. EUR); 
4) transfers from the reserves  - 0 thou LTL (0 thou. EUR) ;
5) shareholders' contributions to cover the loss  - 0 thou LTL (0 thou. EUR);
6) total profit available for distribution  - 170 623 thou.LTL (49 416 thou.
EUR); 
7) profit allocation to the required reserves  - 1 861 thou. LTL (539 thou.
EUR); 
8) portion of the profit allocated to the reserves to accquire the own shares -
0 thou LTL (0 thou. EUR); 
9) portion of the profit  forwarded to the other reserves - 0 thou LTL (0 thou.
EUR); 
10) portion of the profit  allocated for the dividends  - 0 thou. LTL (0 thou.
EUR) ; 
11) portion of the profit for the annual tantieme,  for the board members, 
bonuses for the employees, etc. 
      - 0 thou. LTL (0 thou. EUR); 
12) not distributed profit brought forward to the next year  - 168 762 thou.
LTL (48 877 thou. EUR). 

4. Selection of the firm of Auditors  and establishment the terms of
remuneration for audit services. 
4.1. To approve the firm UAB “PricewaterhouseCoopers“ as auditing company for
the year 2007 and get approved the authorized auditors (persons) by the 
Securities Commission of the LR. 
4.2. To authorize the General Director of the Company to enter into the Service
Agreement with the auditing company under the following remuneration terms  for
the services offered: the payment amount agreed between the Parties should not
exceed 120 thou. (34 754 thou. EUR) VAT excluded. 

5.  Acceptance of the resignation of the Board Member and election of a new
Board Member. 
5.1. To approve the resignation of  the Board Chairman Mr. Kiril Kravchenko.
5.2. To elect Mr. Valeryj Rogalskyj, the Sales Director of the Russian Company 
“EuroChem” as a Board Member. 
5.3. To assign that authorization of a new Board Member Mr. V. Rogalskyj
validates after the General Shareholders Meeting. 

6. Amendment of the Articles of the Company. 
6.1. To amend the paragraphs of the Articles as proposed by the Board, include
the new wording and approve the amendments. 
6.2. Taking into consideration the amendments of the Company's Articles, to
approve the new edition of the Company's Articles. 
6.3. To authorize and commission Mr. Jonas Dastikas, the General Director of
the Company and/or  some other person authorized by him to sign the amended
reading of the Company's Articles, also to sign all the other relevant
documents and take all the necessary actions related to the amendments made in 
the Company's Articles  and related to the registration of the amended Articles
into the Register of the Legal Entities.of the Republic of Lithuania. 

Regvita Ivanoviene
Financial Director
+ 370 347 66 331