REPUBLIC OF LITHUANIA                                       
                                                                                
                           LAW ON                                               
                                                                                
                PUBLIC TRADING IN SECURITIES                                    
                                                                                
                                                                                
                          Chapter I                                             
                                                                                
                     GENERAL PROVISIONS                                         
                                                                                
  Article 1. Objective of the Law                                               
  The  objective of this Law is to provide legal  basis  for                    
safe,  open  and  efficient functioning  of  the  securities                    
market, seeking to maximise the security of the interests of                    
all  investors  and  to ensure the competition  between  the                    
market participants.                                                            
                                                                                
  Article 2. Definitions                                                        
  As used in this Law:                                                          
  secondary  trading  in securities means  an  offer  by  an                    
investor  or  any  other person (who is not  an  issuer)  to                    
acquire outstanding securities as well as their transfer  to                    
other investors;                                                                
  a  person affiliated to the issuer means an enterprise  or                    
organisation in which the issuer holds shares (units or  any                    
other  shares of capital) which carry over 10% of all votes,                    
the  subject  controlled by the issuer  or  the  controlling                    
subject,  the executive of the issuer as well as the  person                    
holding  the  issuer’s securities carrying over  5%  of  all                    
votes ;                                                                         
  issue   means   the  issue  of  a  series  of   securities                    
conferring  identical property and non- property  rights  to                    
their owners;                                                                   
  issuer  means  a legal or natural person who  proposes  to                    
issue securities in its name or issues same;                                    
  material  event means any event which might influence  the                    
investor’s  decision to buy or sell the issuer’s  securities                    
or which might affect the market price thereof;                                 
  brokerage  firm  means  any  enterprise  engaged  in   the                    
intermediary activity in public trading in securities;                          
  investment  management  and  consulting  firm  means   any                    
enterprise  engaged  in the business of  consulting  on  the                    
issues of investment into securities;                                           
  investor  means a natural or legal person who has acquired                    
in its name or holds securities by the right of ownership;                      
  controlled subject means an enterprise or organisation  in                    
which  the  natural  or  legal person  being  a  shareholder                    
(partner, member) personally has more than 1/3 of all  votes                    
or,  according  to the agreement with other  shareholders  (                    
partners, members), is the sole controller of more than  1/3                    
of  all  votes,  or  has  the right to  elect  (select)  the                    
majority  of  the Supervisory Board (Board) members  or  the                    
Administration  heads,  or actually controls  the  decisions                    
adopted by the subject;                                                         
  broker  means  a  person who offers,  purchases  or  sells                    
securities  on  behalf of his client or the intermediary  of                    
public trading in securities;                                                   
  primary trading in securities means the offer made by  the                    
issuer  or  intermediary  of public  trading  in  securities                    
acting on behalf of the issuer to acquire securities at  the                    
time  of their issue and their transfer to the ownership  of                    
investors;                                                                      
  prospectus  means  a document intended for  investors  and                    
the  general public, containing the basic information  about                    
the issuer and the securities offered by it.                                    
  executive  means  a member of the Supervisory  Board,  the                    
Board,  the head of the Administration or his deputy,  chief                    
financier as well as a person authorised by an enterprise to                    
conclude transactions on its behalf;                                            
  stock   exchange  means  an  enterprise  engaged  in   the                    
activities of a stock exchange;                                                 
  activities  of  a  stock  exchange  means  the  activities                    
whereby  by  technical  and  organisational  means  for  the                    
meeting  (either  directly or by using technical  means)  of                    
persons intending to buy or sell securities or transfer them                    
in any other manner;                                                            
  Securities   Commission   means   an   institution   which                    
regulates and supervises the securities market and  operates                    
in compliance with the provisions of Chapter 7 of this Law;                     
  block  of  securities means 1/10 or a greater  portion  of                    
the issuer’s securities of the same class;                                      
  portfolio of securities means all the securities owned  by                    
a single natural or legal person;                                               
  public  trading  in securities means offer,  allotment  or                    
transfer    of   securities   carried   out   through    the                    
intermediaries of public trading in securities and  (or)  by                    
offering securities to the public through advertisements  or                    
in  any other manner and (or) by offering securities to more                    
than 50 persons;                                                                
  intermediaries  of  public  trading  in  securities  means                    
brokerage firms, investment management and consulting firms,                    
and commercial banks;                                                           
  Ethics  Code  of the Intermediaries of Public  Trading  in                    
Securities means a set of ethics rules intended for ensuring                    
honest  activities of brokerage firms, investment management                    
and consulting firms, and brokers; and                                          
  securities  means  the  means of  financing  issued  in  a                    
series,  evidencing participation in share capital or  (and)                    
the  rights arising from credit relations, and granting  the                    
right  to  receive  dividends,  interest  or  other  income.                    
Financial instruments which evidence the right or obligation                    
to  buy  (sell)  the  means of financing specified  in  this                    
definition are also securities.                                                 
                                                                                
  Article 3. Application of the Law                                             
  1.  The following shall not be treated as securities under                    
this Law and shall not be regulated by it:                                      
  1)  obligations  of  commercial banks, credit  unions  and                    
other  credit institutions operating under the laws  of  the                    
Republic of Lithuania which are connected with the reception                    
of deposits or other fixed-term financing if they arise when                    
services  are provided to the clients directly  and  without                    
any   intermediaries  and  are  not  the  object  of  public                    
circulation;                                                                    
  2)   contracts   of  insurance  concluded   by   insurance                    
organisations  operating according to the Law  on  Insurance                    
under  which the insurance organisation obligates itself  to                    
pay  a  specified amount of money (either once or at regular                    
intervals)  provided that the contracts of  insurance  would                    
have no effect of insurance on the fulfilment of obligations                    
of another person, incidental to the securities held by him.                    
  2.   The  provisions  of  this  Law  shall  not  apply  to                    
securities which are:                                                           
  1)  issued  under the Law on Cheques or Law  on  Bills  of                    
Exchange;                                                                       
  2)  are  issued  into circulation under the law  providing                    
non applicability of this Law.                                                  
  3.  This  Law shall regulate the issue and circulation  of                    
securities which evidence the debt of the state and (or) are                    
issued   by  the  Bank  of  Lithuania,  provided  that   its                    
provisions  do not contravene the laws and other legal  acts                    
regulating the issue and trading in these securities.                           
  4.  The  provisions of this Law shall  not  apply  to  the                    
secondary trading in securities, carried out in an over  the                    
county  market when privatising property under  the  Law  on                    
Privatisation   of   State-Owned  and  Municipal   Property.                    
(Amended 23 April 1996)                                                         
                                                                                
                                                                                
                         Chapter II                                             
                                                                                
                PUBLIC TRADING IN SECURITIES                                    
                                                                                
  Article 4. Registration of Securities                                         
  1.  The  issuer  must  register its  securities  with  the                    
Securities  Commission  if at least  one  of  the  following                    
requirements is met:                                                            
  1)  the  issuer is a public company which is being founded                    
or which is already operating, or an enterprise of any other                    
type which is being reorganised into a public company;                          
  2)  according to the data of the end of the  last  day  of                    
the preceding business year the number of owners of at least                    
one class of securities exceeded 50;                                            
  3)  the  issuer  or  investor intends to issue  securities                    
into public trading.                                                            
  2.  The  issuer  who intends to register  securities  must                    
file the following documents with the Securities Commission:                    
  1) an application;                                                            
  2)  prospectus  (  If  the  securities  are  intended  for                    
private  placement,  the  memorandum,  an  abridged  variant                    
prospectus, may be submitted);                                                  
  3)  if  the securities are registered for the first  time,                    
copies  of  founding documents certified  by  a  notary,  or                    
copies of amendments to the founding documents certified  by                    
a   notary,  introduced  over  the  period  since  the  last                    
registration of securities;                                                     
  4)  copies  of  decisions certified by a  notary,  on  the                    
basis  of  which the issuer has issued or intends  to  issue                    
securities;                                                                     
  5)  reorganisation  project, if the securities  are  being                    
registered by reason of the issuer’s reorganisation.                            
  3.  According  to  the rules approved  by  the  Securities                    
Commission,  the  issuer  must  provide  in  the  prospectus                    
(memorandum)  financial  statements,  disclose   information                    
about  its  activities and the issued securities  and  those                    
about  to be issued, about the managing bodies and contracts                    
entered  into  by their members with the issuer,  about  the                    
persons  affiliated to with the issuer, as well  as  persons                    
who  are the issuer’s business partners, and also any  other                    
information  provided for by the rules. The prospectus  must                    
also contain findings of an independent auditor acting under                    
the   legal  acts  regulating  the  activities  of  auditors                    
concerning  the  compliance of the  issuer’  accounting  and                    
financial  accountability with the laws of the  Republic  of                    
Lithuania and general accounting principles.                                    
  4.   The  Securities  Commission  may,  under  the   rules                    
approved   in   advance,  set  different  requirements   for                    
furnishing information, depending on the size of the issuer,                    
the  type  of  activities, the type  of  already  issued  or                    
planned  to be issued securities, as well as the  number  of                    
holders of securities.                                                          
  5.  The Securities Commission must within 30 days consider                    
the   documents   filed  for  the  purpose   of   securities                    
registration and give a written response to the issuer.  The                    
Securities  Commission shall have the right to request  from                    
the  issuer  additional information necessary to ensure  the                    
protection  of  the  investors’ interests,  as  well  as  to                    
explain  or revise the furnished data. In such case the  30-                    
day  period specified herein shall be calculated  anew  from                    
the   moment  additional  information  or  explanations  and                    
amendments  are  submitted. If the  data  presented  by  the                    
issuer  is  not  in  conformity with the rules  set  by  the                    
Securities  Commission, or if the issuer refuses to  present                    
documents, data or explanations specified herein and in par.                    
2  and  3  of this Article, the Securities Commission  shall                    
have  the  right  to refuse registration of securities.  The                    
decision  concerning the refusal of securities  registration                    
must   be   justified.   Upon  eliminating   the   specified                    
deficiencies,  the issuer may repeatedly file the  documents                    
for  the  second time. Documents filed for the  second  time                    
shall be considered according to the general procedure.  The                    
decision  to  refuse  registration  of  securities  may   be                    
appealed to court.                                                              
  6.  The  registration  of  securities  confirms  that  the                    
information  furnished by the issuer is in  compliance  with                    
the  rules  established by this Law  and  other  legal  acts                    
regulating  the disclosure of information. The  registration                    
of  securities  does  not confirm the  truthfulness  of  the                    
disclosed  information, neither may it be  considered  as  a                    
recommendation of the Securities Commission for investors.                      
  7.  The Securities Commission must publish the data on the                    
class,   volume  and  price  of  the  issue  of   registered                    
securities  in the “Valstybës þinios” (Official gazette)  as                    
well  as  provide  the  investors with  the  opportunity  to                    
familiarise  themselves with the prospectus  (memorandum)  .                    
The  issuer  must  provide  the opportunity  to  familiarise                    
themselves with the documents filed for registration to  all                    
the persons who are willing to do so.                                           
                                                                                
  Article 5. Regular Disclosure of Information                                  
  1.  Upon  registering the securities with  the  Securities                    
Commission,  the issuer shall be considered  an  accountable                    
issuer.  The  accountable  issuer  must,  according  to  the                    
procedure  and  at  time  intervals set  by  the  Securities                    
Commission, prepare and submit to it :                                          
  1) annual prospectuses -statements;                                           
  2) regular reports;                                                           
  3) reports on investors.                                                      
  2.   The   annual  prospectus  -  statement  must  contain                    
information analogous to that specified in par. 3 of Article                    
4  of  this Law. Annual financial accounts must be submitted                    
alongside  with  the  findings  of  an  independent  auditor                    
concerning  the compliance of the accounting  and  financial                    
accounts  with  the laws of the Republic  of  Lithuania  and                    
general accounting principles.                                                  
  3.  Regular reports may be made each quarter or every  six                    
months.  The regularity of the preparations of these reports                    
shall  be established by the Securities Commission according                    
to  the  rules approved in advance, depending on the  issuer                    
and  the volume of turnover of the securities issued by  it.                    
The  regular reports must disclose the data on the financial                    
condition  of the issuer and information about the  material                    
events which occurred during the accounting period.                             
  4.  The  Board of the accountable issuer must disclose  to                    
the  general meeting which approves annual reports the  data                    
on  all  shareholders which, to its knowledge, have  by  the                    
right of ownership or hold more than 5 % of all votes.  This                    
information must state the full names of shareholders (names                    
of  enterprises), the number of shares held by each of  them                    
and  the percentage of votes. The data must be submitted and                    
announced as annexes to the annual prospectuses-reports.                        
  5.  The  accountable  issuer must provide  each  owner  of                    
securities  issued by it with the opportunity to familiarise                    
himself with all the reports specified in this Article  free                    
of  charge  whereas  if the owner files a  written  request,                    
provide  him with copies of these reports for a fee  set  in                    
the Statutes.                                                                   
  6.  The  accountable issuer must submit reports  specified                    
in  par.  1  hereof  to  the stock  exchange  on  which  its                    
securities are listed within the same time period as for the                    
Securities Commission.                                                          
                                                                                
  Article 6. Disclosure of Information Concerning Material                      
Events                                                                          
  1.  The  accountable issuer must no later  than  within  5                    
working  days present to at least one national daily  paper,                    
the   Securities  Commission  and  the  Stock  Exchange   an                    
information  report  signed  by  its  manager  about   every                    
material  event  with the exception of events  specified  in                    
par.  3  hereof. The information report must state the  type                    
and  short  description  of the  event.  The  title  of  the                    
national daily paper in which information about stock events                    
will be announced must be specified in the issuer’s Statutes                    
and the prospectus.                                                             
  2.  If,  in  the  opinion of the accountable  issuer,  the                    
issuer may incur financial or competition-related losses  by                    
reason of the disclosure of information referred to in  par.                    
1 hereof, the accountable issuer may refrain from publishing                    
the  information  report  provided  for  by  par.  1  hereof                    
submitting  it  only  to the Securities  Commission  with  a                    
marking “confidential information” and a written explanation                    
of the reasons precluding the disclosure of information.                        
  3.   Upon   submitting  the  report   according   to   the                    
requirements  referred to in par. 2 hereof, the  accountable                    
issuer  must  specify  therein  the  date  until  which  the                    
information  must  remain  confidential.  On  the  day   the                    
confidentiality  of  the  information  expires  it  must  be                    
disclosed in the manner set out in par. 1 hereof.                               
  4.  Natural  and  legal  persons  who  are  aware  of  the                    
information  which  has not been disclosed  to  the  public,                    
shall  have no right to enter into transactions relative  to                    
securities until this information is disclosed following the                    
requirements set forth in par. 1 hereof.                                        
  5. Prior to each material event the issuer must compile  a                    
list  of persons which alongside with the executives of  the                    
issuer  shall have the right to get to know such information                    
prior to its public disclosure. It shall be assumed that the                    
executives  of the issuer always know information concerning                    
material  events.  Persons, who by reason of  the  positions                    
occupied by them or for some other lawful reasons are  aware                    
of  the  information concerning the stock  event,  shall  be                    
prohibited  from informing other persons thereof  until  its                    
public disclosure.                                                              
  6.  The  persons  who  have  concluded  transactions  with                    
securities  by making use of the information about  material                    
events not subject to disclosure shall be held liable  under                    
laws.                                                                           
                                                                                
  Article 7. Primary Public Trading in Securities                               
  1.  Primary  public trading in securities may  be  carried                    
out when the issuer offers securities on its own account  or                    
under  the  securities offering contracts entered into  with                    
the intermediaries of the public trading in securities.                         
  2.  The  following rules must be observed  during  primary                    
public trading in securities:                                                   
  1)  it shall be prohibited to advertise securities and  to                    
announce  subscription for them if they are  not  registered                    
with   the   Securities  Commission.  The  issuer   or   the                    
intermediary of public trading in securities acting  on  its                    
behalf  shall  have the right to carry out  market  research                    
prior to the registration of securities, creating conditions                    
for  the potential investors to familiarise themselves  with                    
the draft prospectus presented to the Securities Commission;                    
  2)  each  potential  investor must be  provided  with  the                    
opportunity  to  familiarise itself with the prospectus  and                    
other   documents  on  the  basis  of  which  the   issuer’s                    
securities have been registered;                                                
  3)  only  information contained in the prospectus,  annual                    
prospectus-statement  or regular  reports  may  be  used  in                    
advertising offered securities;                                                 
  4)  every  advertisement must state where and when  it  is                    
possible  to  familiarise oneself with  the  prospectus  and                    
accounts of the issuer;                                                         
  5)   everyone   who  is  acquiring  securities   must   be                    
guaranteed equal terms and conditions of acquisition.                           
  3.  If during the primary public trading the data provided                    
in  the prospectus changes or a material event occurs ,  the                    
issuer must give notice thereof in the manner prescribed  by                    
Article  6 of this Law. In such cases the persons  who  have                    
already  subscribed for the securities of the  issuer  shall                    
have  the  right  to renounce them within 5  days  from  the                    
disclosure  of  new  information, whereas  the  issuer  must                    
within 10 days return the contributions paid by them without                    
making any deductions.                                                          
  4.  If the issuer or the intermediary of public trading in                    
securities who acts on its behalf does not comply  with  the                    
rules  of primary public trading in securities provided  for                    
in  this  Article,  or if it turns out  that  incomplete  or                    
incorrect  data have been presented for the registration  of                    
securities, the Securities Commission shall have  the  right                    
to  suspend the registration of the issuer’s securities  and                    
to set the time limit for the elimination of the violations.                    
If  the violations are not eliminated within the set period,                    
the  Securities Commission shall cancel the registration  of                    
securities.  It shall be prohibited to offer  securities  if                    
the   Securities  Commission  suspends  or   cancels   their                    
registration.                                                                   
  Article 8. Secondary Public Trading in Securities                             
  1.   Secondary  public  trading  in  securities  shall  be                    
carried out only through intermediaries of public trading in                    
securities.                                                                     
  2.  Secondary public trading in securities must be carried                    
out on the Stock Exchange if:                                                   
  1)  the  authorised capital of the issuer whose securities                    
are listed is not less than 1 million litas;                                    
  2)  the  securities are on the Official List of the  Stock                    
Exchange   compiled   in  accordance  with   the   procedure                    
established in Chapter 5 of this Law.                                           
  3.  The provisions of par. 2 shall not apply if other laws                    
prescribe a different procedure for trading in securities.                      
  4.   The  transactions  of  the  secondary  trading,  i.e.                    
purchase  or/and sale (including exchange) in the securities                    
of   the  accountable  issuer  must  be  concluded,  through                    
intermediaries of public trading in securities, by:                             
  1) investment companies;                                                      
  2) insurance companies;                                                       
  3)   institutions  engaged  in  the  individuals’  pension                    
insurance;                                                                      
  4) commercial banks;                                                          
  5)  other  legal  persons while purchasing  or  selling  a                    
block of shares.                                                                
  5.  The rules of the secondary public trading outside  the                    
boundaries of the Stock Exchange shall be established by the                    
Securities Commission.                                                          
  6.  Persons  who according to this Law in  the  course  of                    
secondary  offering register outside the  Stock  Exchange  a                    
transaction regarding the issuer’s securities listed on  the                    
Stock  Exchange  must,  in  the  cases,  according  to   the                    
procedure  and  at  the date prescribed  by  the  Securities                    
Commission, specify the number of securities transferred  by                    
the transaction and the unit price.                                             
                                                                                
                         Chapter III                                            
                                                                                
            ACQUISITION OF A BLOCK OF SECURITIES                                
                                                                                
  Article 9. Information Concerning the Acquisition of a                        
Block of Shares                                                                 
  1.  A natural or legal person who, acting independently or                    
together   with  other  persons,  acquires  shares   of   an                    
accountable  issuer registered in the Republic of  Lithuania                    
which award him in excess of 1/10, 1/5, 1/3, 1/2, or 2/3  of                    
votes  must,  within  15 days from the moment  the  relevant                    
limit is exceeded, inform the Securities Commission and  the                    
issuer  about  the total number of its shares  belonging  to                    
him.  The  provisions shall also apply in  cases  where  the                    
specified limits are exceeded in the diminishing order.                         
  2.    Persons   to   whom   the   information   disclosure                    
requirements  set out in par. 1 hereof are  applicable  must                    
also at the same time furnish data on the securities held by                    
them,  entitling  them  to  vote in  future  and  (or)  hold                    
securities of the issuer.                                                       
  3.  The  procedure  for  informing the  public  about  the                    
acquisition of the block of securities shall be  decided  on                    
by the Securities Commission.                                                   
  4.  As  used in this Law, such persons shall be considered                    
as  acting  in concert who have agreed in writing to  pursue                    
common  policy with regard to the issuer when  disposing  of                    
property and non-property rights attaching to the shares. It                    
shall be deemed that such an agreement always exists without                    
written confirmation between:                                                   
  1)  the  executives of the issuer, with the  exception  of                    
persons  who are not members of the managing bodies  of  the                    
issuer;                                                                         
  2) the issuer and the subjects controlled by it;                              
  3) the subjects which are controlled by the same persons;                     
  4)  spouses,  parents  and their  children,  brothers  and                    
sisters.                                                                        
  5.   Persons  acting  in  concert  shall  be  jointly  and                    
severally   liable   for  the  fulfilment   of   obligations                    
established in this Law and subordinate legislation.                            
  6.  A  person  who  fails  to inform  the  issuer  or  the                    
Securities  Commission about exceeding the limits  specified                    
in  par.  1 hereof shall, for two years from the moment  the                    
correct data is announced, loose at all general meetings  of                    
shareholders held during that period all votes attaching  to                    
the  shares  which he has acquired in excess  of  the  limit                    
subject  to declaration. Moreover, all decisions adopted  in                    
the  period between the acquisition of a block of shares and                    
the  moment  of  disclosure of correct  information  may  be                    
annulled  in  court in the event that the issuer’s  managing                    
bodies  have been changed or property or non-property rights                    
of shareholders have been violated by the decisions.                            
                                                                                
  Article 10. Tender Offer                                                      
  1.  Persons who intend to acquire a block of securities of                    
the  issuer  may  do so by means of a tender  offer.  Tender                    
offer  means  the procedure for stating that  a  natural  or                    
legal  person is willing to acquire a part or all securities                    
of  the issuer. Tender offers shall be executed through  the                    
stock exchange.                                                                 
  2.  Tender offers to acquire the shares of the accountable                    
issuer  may be mandatory and voluntary. If a person,  acting                    
independently  or  in concert with other  persons,  acquires                    
more  than  50  percent of votes at the general  meeting  of                    
shareholders  of  the issuer who has issued securities  into                    
public trading, he must submit a tender offer to buy up  the                    
remaining  shares of the issuer at the price stated  in  the                    
offer.  This  price shall be registered with the  Securities                    
Commission and it must not be less than the weighted average                    
of  prices  of the shares the offeror acquired over  a  year                    
before exceeding the 50 percent limit.                                          
  3.  Tender  offers shall be registered and the  rules  for                    
their  submission and execution shall be established by  the                    
Securities Commission.                                                          
                                                                                
                         Chapter IV                                             
                                                                                
       INTERMEDIARIES OF PUBLIC TRADING IN SECURITIES                           
                                                                                
  Article 11. Prohibition to Engage in Intermediary                             
Activity in Public Trading                                                      
         in Securities or in Consulting on Matters of Direct                    
Investment                                                                      
         without a Due Licence                                                  
  1.  Only  enterprises which have a licence issued  by  the                    
Securities Commission and commercial banks which  have  been                    
issued  the licence by the Bank of Lithuania shall have  the                    
right to engage in intermediary activities in public trading                    
in  securities  or to consult third parties  on  matters  of                    
direct  investment in securities. As used in  this  Law  the                    
following activities performed for a fee shall be considered                    
as  consulting on matters of direct investment in securities                    
:                                                                               
  1)  consulting of other persons in assessing the value  of                    
securities;                                                                     
  2)  advice  on  issues of investment in securities,  their                    
purchase or selling;                                                            
  3)   announcement  and  publishing  of  studies  providing                    
specific   recommendations  on  matters  of  investment   in                    
securities;                                                                     
  4)  management of investment portfolio of other natural or                    
legal persons.                                                                  
  2.  The  licence for consulting third parties referred  to                    
in par. 1 of this Article shall not be required:                                
  1) for the State;                                                             
  2) the Bank of Lithuania;                                                     
  3)   governmental   services  and   agencies   established                    
following the decision of the Government of the Republic  of                    
Lithuania  for  the  purpose of  promotion  of  domestic  or                    
foreign investments;                                                            
  4)  mass  media  and  owners  and  employees  thereof  who                    
announce  through the media financial and business news  for                    
an  indefinite circle of persons and who do not use  in  the                    
news  the  data about the investment portfolio of a specific                    
person.                                                                         
  3.  One  person may be the owner (shareholder) or employee                    
of  only one brokerage firm or of investment management  and                    
consulting   firm.  If  a  person  becomes  the   owner   or                    
shareholder of several enterprises of such type as a  result                    
of  the  reorganisation or for some other reasons,  he  must                    
immediately  inform  the Securities Commission  thereof  and                    
take  measures to rectify the situation. Until the situation                    
is  rectified,  such  person  may  not  participate  in  the                    
management and activities of more than one enterprise.                          
  4.  Commercial banks shall have the right to engage in the                    
activities  specified in par. 1 hereof: set  up  specialised                    
internal  structural divisions or establish brokerage  firms                    
or   investment   management   and   consulting   firms   as                    
subsidiaries   of   the  banks.  All  the  regulations   and                    
requirements prescribed by this Law and other legal acts for                    
other  intermediaries of public trading in securities  shall                    
apply  to  the  operations  in  securities  carried  out  by                    
commercial banks and to the supervision of said operations.                     
                                                                                
  Article 12 Brokerage Firms                                                    
  1.  An  enterprise of any type determined by  the  Law  on                    
Enterprises of the Republic of Lithuania which has obtained,                    
in  the  manner  prescribed by Article 16  of  this  Law,  a                    
licence  to engage in intermediary activities in the  sector                    
of  public trading in securities may be a brokerage firm.  A                    
brokerage firm may issue only registered shares.                                
  2.   Brokerage   firms  may  engage   in   the   following                    
activities:                                                                     
  1)  act as intermediaries in public trading in securities,                    
being  members of one or several stock exchanges or  in  any                    
other manner not prohibited by laws;                                            
  2)  buy  or sell securities in their own name or on behalf                    
of  their clients and with their own or their clients’ funds                    
in compliance with the provisions set forth in Article 13 of                    
this Law;                                                                       
  3)  provide  direct  consultations  to  investors  on  the                    
issues  concerning  prices  of  securities,  investment   in                    
securities as well as their buying or selling;                                  
  4)  manage their clients’ investment portfolios and  funds                    
allocated for operations in securities;                                         
  5) hold the securities of their clients in safekeeping;                       
  6)  consult  the  issuers  on the matters  concerning  the                    
issue of securities and on attracting investments,                              
  7)  under an agreement with the issuer, arrange and  carry                    
out the issue of its securities;                                                
  8)  conduct  the accounting of the securities  of  issuers                    
and investors;                                                                  
  9)  in  accordance with the regulations  approved  by  the                    
Securities  Commission, loan securities to  the  clients  as                    
well as their own funds for the acquisition of securities.                      
  3.  Brokerage firms shall be prohibited from  engaging  in                    
other activities not specified in this Article.                                 
  4.  Brokerage  firms  shall have the  right  to  establish                    
subsidiaries   only  for  carrying  out  or  servicing   the                    
activities  provided  for in items 3 through  8  of  par.  2                    
hereof.   Brokerage   firms   shall   be   prohibited   from                    
establishing  subsidiaries for carrying out  activities  not                    
specified in this part.                                                         
                                                                                
  Article 13. Duties of the Brokerage Firms                                     
  1.  Brokerage  firms must conduct separate  accounting  of                    
their  own securities and the securities and cash  funds  of                    
their clients.                                                                  
  2.   All  contracts  between  brokerage  firms  and  their                    
clients  must be executed in writing in compliance with  the                    
rules approved by the Securities Commission.                                    
  3.  If a brokerage firm cannot execute all orders of their                    
clients, it must first of all execute orders to sell at  the                    
lowest  price  and  orders to buy at the highest  price.  If                    
several  clients  offer the same price,  priority  shall  be                    
given  to  the orders which have been sent first unless  the                    
trading  rules of the stock exchange to which the  order  is                    
sent provide otherwise.                                                         
  4.  A  brokerage firm may carry out security  transactions                    
on its own account only after the execution of the orders of                    
all  its  clients to perform this operation or if it  offers                    
better terms than the client : higher price when there is an                    
order to buy , or lower price when there is an order to sell                    
them.                                                                           
  5.  A  brokerage  firm  shall be  prohibited  from  giving                    
knowingly misleading recommendations and information to  its                    
clients.                                                                        
  6.  Brokerage firms must comply with the capital  adequacy                    
requirements approved by the Securities Commission  as  well                    
as  keep  accounting and other documents  according  to  the                    
rules  approved by the Commission, present to their  clients                    
documents certifying securities transactions, statements  of                    
accounts, and reports on their financial position, keep  the                    
securities  of their clients, prepare annual and  periodical                    
reports on their activities and financial position.                             
  7.  In  buying  or selling securities, consulting  on  the                    
issues  of  their trading as well as in providing  portfolio                    
management  services, a brokerage firm shall be  represented                    
by a broker who has passed qualifications exams organised by                    
the   Securities   Commission  or   who   has   some   other                    
qualifications certificate recognised by the Commission. The                    
Securities Commission may determine other operations for the                    
performance  whereof  it is necessary  to  have  a  document                    
certifying professional qualifications.                                         
  8.  A brokerage firm must keep confidential information of                    
its  clients  secret. The firm must approve regulations  for                    
keeping  confidential information secret, which shall  apply                    
to  its  brokers,  members  of  managing  bodies  and  other                    
employees.                                                                      
                                                                                
  Article 14. Investment Management and Consulting Firms                        
  1.  An  enterprise of any type specified  in  the  Law  on                    
Enterprises  of  the Republic of Lithuania  which  has  been                    
issued,  in  accordance  with the procedure  established  in                    
Article  16 of this Law, a licence to consult third  parties                    
on  investment  matters may be an investment management  and                    
consulting firm. Investment management and consulting  firms                    
may issue only registered shares.                                               
  2.  Investment  management and  consulting  firms  may  be                    
engaged in activities specified in items 1 through 4 of par.                    
1 of Article 11 of this Law.                                                    
  3.  Investment  management and consulting firms  shall  be                    
prohibited  from  participating in the activities  of  other                    
enterprises,  having a share in their capital, investing  in                    
securities.                                                                     
                                                                                
  Article 15. Duties of Investment Management and                               
Consulting Firms                                                                
  1.   Management   contracts  under  which  an   investment                    
management  and consulting firm is authorised to  manage  an                    
investment   portfolio  must  be  executed  in  writing   in                    
compliance  with the rules set by the Securities Commission.                    
A  copy  of such contract must be presented to the brokerage                    
firm  in  which securities referred to in the  contract  are                    
deposited.  If  a  brokerage firm  accepts  orders  from  an                    
investment management and consulting firm which are  not  in                    
compliance  with management contract, both  firms  shall  be                    
jointly liable for the consequences.                                            
  2.  Investment management and consulting firms  must  keep                    
the  accounting and other documents in compliance  with  the                    
rules  approved  by  the Securities Commission,  present  to                    
their   clients   documents  certifying  transactions   with                    
securities,  statements  of  accounts,  reports   on   their                    
financial  position, prepare annual and periodic reports  on                    
their activities and financial position.                                        
  3.   In  giving  professional  consultations  or  managing                    
portfolios  of  their clients, an investment management  and                    
consulting  firm shall be represented by a  broker  who  has                    
passed  qualifications  exams organised  by  the  Securities                    
Commission  or who has some other qualifications certificate                    
recognised by the Commission.                                                   
  4.  Investment management and consulting firms  must  keep                    
confidential information of their clients secret.  The  same                    
requirement  shall  apply to brokers,  members  of  managing                    
bodies  and  other  employees of investment  management  and                    
consulting firms.                                                               
                                                                                
  Article 16. Licencing of Intermediaries of Public Trading                     
in Securities                                                                   
  1.   An  enterprise  may  start  the  activities  of   the                    
brokerage  firm or investment and consulting firm only  upon                    
obtaining  a  licence  issued by the Securities  Commission.                    
Brokerage  firms  and investment management  and  consulting                    
firms  may reorganise themselves only with the prior consent                    
of  the  Securities  Commission. The  Securities  Commission                    
shall  have  the right to refuse giving its consent  to  the                    
reorganisation of the firm if:                                                  
  1)  after the reorganisation, the firm would not meet  the                    
capital adequacy requirements prescribed by this Law and the                    
rules approved by the Securities Commission;                                    
  2)  reorganisation threatens the security of the  clients’                    
money and securities entrusted to the firm.                                     
  2.  The  decision of the Securities Commission  to  refuse                    
giving its consent to the reorganisation of a brokerage firm                    
or  an  investment  management and consulting  firm  may  be                    
appealed to court.                                                              
  3.  The  applicant for the licence of a brokerage firm  or                    
an investment management and consulting firm shall file with                    
the  Securities  Commission  an application  containing  the                    
following information:                                                          
  1)  the name of the firm and the address of its registered                    
office;                                                                         
  2)   full  names  of  the  owners  (shareholders),   their                    
addresses,  share  of  capital and  votes,  and  information                    
concerning their participation in the activities and capital                    
of other enterprises;                                                           
  3)  the  activities  for  which  they  wish  to  obtain  a                    
licence;                                                                        
  4)  full names of persons responsible for the organisation                    
and  management  of activities referred to in  the  licence,                    
their  addresses,  professional  qualifications,  employment                    
history over the last five years;                                               
  5)  the  amount of its own and borrowed capital  which  is                    
planned  to  be used for the organisation of the  activities                    
referred  to  in  the licence, as well  as  the  sources  of                    
borrowing;                                                                      
  6)  data  on  the  previous activities  of  the  firm  and                    
reasons for which these activities have been terminated;                        
  7)  the  list  of persons who have the right  to  conclude                    
transactions  with securities on behalf of  the  firm  under                    
Article 17 of this Law;                                                         
  8)  information on the unserved sentence of  all  persons,                    
referred  to in the application, for crimes against property                    
, business conduct and finances.                                                
  4.  A  business plan describing how the firm is  going  to                    
organise  and carry out its activities as well as  revealing                    
other  data  on the firm as prescribed by the rules  of  the                    
Securities  Commission must be attached to  application  for                    
obtaining  the licence of a brokerage firm or an  investment                    
management and consulting firm.                                                 
  5.  The  Securities  Commission shall have  the  right  to                    
establish requirements for the minimum amount of own capital                    
and the maximum amount of borrowings provided for by item  5                    
of   par.   3   hereof,  as  well  as   for   premises   and                    
telecommunications equipment.                                                   
  6.  The  Securities Commission may issue special  licences                    
for brokerage firms, entitling them to carry out only a part                    
of functions specified in Article 12 of this Law, as well as                    
refuse granting them the right to accept money for acquiring                    
securities,  to  open cash accounts for the clients  and  to                    
trade  on their own account. Special licences may be  issued                    
if  a  firm  does  not qualify for one or several  types  of                    
activities  specified in Article 12 of this Law  or  at  the                    
request of the firm itself.                                                     
  7.  The  Securities  Commission may refuse  to  issue  the                    
licence if:                                                                     
  1)  the  application  does not meet the  requirements  set                    
forth  in  par.  3  hereof or the data provided  in  it  are                    
incomplete or not true;                                                         
  2)  own funds available to the applicant are less than the                    
minimum  amount established by the Securities Commission  or                    
borrowed  funds  exceed  the  maximum  prescribed   by   the                    
Commission;                                                                     
  3)  owners of the applicant or persons who directly run it                    
have  a  bad  reputation  (there is  evidence  of  cases  of                    
dishonesty   or  violations  of  financial  discipline,   or                    
penalties have been imposed for the abuse of their  official                    
position, or administrative penalties have been imposed  for                    
the violation of legal acts regulating securities market, or                    
they have been penalised for fraudulent bankruptcy);                            
  4)  at  least  one  of  the owners (shareholders)  of  the                    
applicant is an employee of the stock exchange;                                 
  5)  at  least one of the owners (shareholders) or managing                    
body   members  of  the  applicant,  or  the  head  of   its                    
administration  or its chief financier have not  served  out                    
the  sentence for crimes against property, business  conduct                    
or finances;                                                                    
  6)   the   applicant,  at  least  of  one  of  its  owners                    
(shareholders), a member of its managing body, the  head  of                    
the  administration,  a broker, or the chief  financier  has                    
committed  gross  violation  of  the  Ethics  Code  of   the                    
Intermediaries of Public Trading in Securities.                                 
  8.   Managers  of  a  firm  must  notify  in  advance  the                    
Securities  Commission about the changes in the  composition                    
of  the  owners  (shareholders) of  the  brokerage  firm  or                    
investment management and consulting firm.                                      
  9.  The  Securities Commission must inform  the  applicant                    
about  the consent or refusal to issue the licence within  3                    
months  from  the  filing  of all documents  and  data.  The                    
Securities  Commission shall have the right to request  that                    
the  applicant  present additional data or explanations.  In                    
this   case   the  time  limit  for  the  consideration   of                    
application shall be calculated from the date the last  data                    
or  documents have been filed. Refusal to issue the  licence                    
must be justified in writing and may be appealed in court.                      
  10.  Commercial banks shall acquire the right to carry out                    
operations  in  securities in accordance  with  the  licence                    
issued by the Bank of Lithuania. When issuing the licence to                    
a  commercial  bank,  the Bank of Lithuania  shall  restrict                    
operations  in  securities if the commercial bank  fails  to                    
present  the  Securities Commission’s conclusion  concerning                    
the  preparedness of the commercial bank to engage  in  such                    
activities.                                                                     
                                                                                
  Article 17. Brokers                                                           
  1.  A  natural  person who is licenced by  the  Securities                    
Commission  may  be a broker. The Securities Commission  may                    
issue  a  general licence entitling a person to perform  all                    
brokerage operations or a special licence entitling  him  to                    
perform one or several specified brokerage operations.                          
  2.  A  person who applies for a broker’s licence must pass                    
the  examinations organised by the Securities Commission  or                    
present  to  the  Commission  a  qualifications  certificate                    
recognised by it. The Securities Commission shall  have  the                    
right  to  set  education or professional  requirements  for                    
brokers.                                                                        
  3.  The  Securities  Commission shall have  the  right  to                    
conduct from time to time but no more frequently than once a                    
year  the  brokers’ qualifications re-evaluation. A broker’s                    
qualifications  may  be re-evaluated on  the  basis  of  the                    
clients’  justified complaints, as well as reports, findings                    
and other documents of institutions empowered by this Law to                    
check the activities of the intermediaries of public trading                    
in   securities,  which  evidence  the  broker’s  inadequate                    
qualifications.   According  to   the   qualifications   re-                    
evaluation   results  the  number  of   functions   to   the                    
performance  whereof the broker is entitled may  be  reduced                    
and  if it is established that the broker has entirely  lost                    
his qualifications, his licence shall be revoked.                               
  Article 18. Suspension and Revocation of the Licence                          
  1.  The  Securities  Commission shall have  the  right  to                    
revoke  the  licence issued to a brokerage firm,  investment                    
management and consulting firm or a broker if the holder  of                    
the licence:                                                                    
  1) applies in writing for the revocation of its licence;                      
  2)  fails to commence licenced activities within 12 months                    
or stops such activities for more than 12 months;                               
  3)   has   obtained   the  licence  by  presenting   false                    
information or by other illegal means;                                          
  4)  no  longer meets the requirements on the basis whereof                    
the licence has been issued;                                                    
  5)  does  not meet capital adequacy requirements,  and  is                    
unable  to  fulfil  its  obligations to  the  creditors  and                    
particularly if this poses a threat to the security  of  the                    
property entrusted to it/him;                                                   
  6)  grossly violates the Ethics Code of the Intermediaries                    
of the Public Trading in Securities;                                            
  7)  has  concealed  information about conviction  for  the                    
acts referred to in item 5 of par. 7 of Article 16;                             
  8)  does  not  comply  with this Law  and  the  rules  and                    
decisions approved by the Securities Commission.                                
  2.  The  revocation of the licence shall become  effective                    
from  the  moment  such decision is passed, irrespective  of                    
whether or not it is disputable.                                                
  3.  The  Securities Commission may suspend the licence  if                    
the  brokerage firm or investment management and  consulting                    
firm, its broker or any other employee violates this Law  or                    
other  legal  acts  regulating trading  in  securities.  The                    
licence  shall  be  suspended for no longer  than  3  months                    
during  which the Securities Commission shall decide whether                    
to  renew  or revoke the licence. The accounts of such  firm                    
may be frozen during the suspension of the licence.                             
  4.  Before  passing a decision to revoke  or  suspend  the                    
licence, the Securities Commission must inform the  firm  or                    
its  broker  regarding whom such decision may be passed  and                    
provide them with an opportunity to give explanations.                          
  5.  Upon  suspension or revocation of licence, the  broker                    
shall   loose   the  right  to  continue  his   professional                    
activities.  The  suspension or revocation of  the  broker’s                    
licence  shall  cause the suspension or  revocation  of  the                    
licence  of the brokerage firm or investment management  and                    
consulting firm wherein said broker is employed only if  the                    
firm  no  longer qualifies for the licence that it has  been                    
issued.                                                                         
  6.  The  Securities  Commission shall have  the  right  to                    
appoint  the  Administrator for the period of suspension  of                    
the  licence of the brokerage firm or investment  management                    
and  consulting  firm,  for the supervision  of  the  firm’s                    
activities.  After  the  appointment of  the  Administrator,                    
managers  and  brokers of the firm must obtain his  approval                    
for  all  the  decisions relative to the activities  of  the                    
firm. Other rights and duties of the Administrator shall  be                    
established by the Securities Commission.                                       
  7.  Upon the revocation of the licence, the brokerage firm                    
or  investment  management  and  consulting  firm  shall  be                    
liquidated  or  reorganised  in  accordance  with  the  laws                    
regulating the liquidation or reorganisation of the relevant                    
type of enterprises and the rules approved by the Securities                    
Commission concerning the management of securities and money                    
accounts in the event of the revocation of the licence.                         
  The  Securities  Commission shall notify  the  appropriate                    
Registrar responsible for the maintenance of the register of                    
enterprises  about the revocation of the licence  and  shall                    
announce  this  information in “Valstybës þinios”  (Official                    
Gazette).                                                                       
  8.  The  reasons  specified in  par.  1  hereof  shall  be                    
grounds  for  the  Bank  of Lithuania to  apply  enforcement                    
measures to commercial banks. The enforcement measures shall                    
be applied on the initiative of the Bank of Lithuania or the                    
Securities  Commission.  The  enforcement  measures  applied                    
because of the reasons stated in par. 1 hereof may be lifted                    
only  with  the  consent of the Securities Commission.  When                    
applying  enforcement measures the Bank  of  Lithuania  must                    
follow the procedures provided for in par. 4 hereof.                            
                                                                                
  Article 19. Association of the Intermediaries of Public                       
Trading in Securities                                                           
  1.   Brokerage   firms  and  investment   management   and                    
consulting firms may form associations of the intermediaries                    
of public trading in securities.                                                
  2.  The  main  objectives  of the  Association,  as  self-                    
regulating institution, must be as follows:                                     
  1)  to  express  the  attitude of  the  intermediaries  of                    
public trading in securities belonging to the association to                    
the problems of the functioning of securities market;                           
  2)  to  prepare  the Ethics Code of the intermediaries  of                    
public  trading  in securities belonging to the  association                    
and to supervise compliance with the Code;                                      
  3)  to  apply  sanctions  provided  for  in  the  Statutes                    
against association members for the non-compliance with  the                    
rules  provided for in the Ethics Code of the Intermediaries                    
of the Public Trading in Securities.                                            
  3.  The  procedure  and conditions of  membership  in  the                    
Association  shall  be defined in its Statutes.  Association                    
Statutes and any amendments thereto must be agreed with  the                    
Securities Commission prior to their registration.                              
  4.  Alongside  with the Statutes, the Association  of  the                    
Intermediaries of Public Trading in Securities must  prepare                    
and  submit  to the Securities Commission for  approval  the                    
Ethics  Code of its members. An association which  is  being                    
newly  formed may refrain from preparing its Ethics Code  if                    
it passes a decision to recognise and comply with the Ethics                    
Code of members of an already functioning association.                          
  5.   The  Association  of  the  Intermediaries  of  Public                    
Trading  in  Securities  may  impose  money  penalties   for                    
violations of the Ethics Code of the Intermediaries  of  the                    
Public  Trading  in  Securities  or  the  Statutes  of   the                    
Association.  The  Association must  notify  the  Securities                    
Commission of such violations.                                                  
                                                                                
                          Chapter V                                             
                                                                                
                       STOCK EXCHANGE                                           
                                                                                
  Article 20. The Concept and Purpose of the Stock Exchange                     
  1.  Only the stock exchange which has the permit issued by                    
the  Securities  Commission may  engage  in  stock  exchange                    
activities.                                                                     
  2.  Stock  exchange is a non-profit specialised enterprise                    
registered  in the Republic of Lithuania, which  is  engaged                    
only  in the activities of a stock exchange, the purpose  of                    
which is :                                                                      
  1) to concentrate the demand and supply of securities;                        
  2)  to  organise  trading  in securities,  their  listing,                    
quotation, safe and efficient transactions and settlements;                     
  3)  to  promote fair trading in securities and to preclude                    
manipulation of prices and other unfair actions;                                
  4)  to spread unified information allowing to appraise the                    
securities  quoted  on  the stock exchange  and  to  publish                    
official bulletin that provides information on prices on the                    
stock  exchange  and  on the issuers  whose  securities  are                    
listed on the stock exchange;                                                   
  5)  to  conduct  generalised studies of securities  market                    
and to make the results available to the public.                                
  3.  The  authorised  capital  of  the  Exchange  shall  be                    
divided  into equal parts represented by shares not entitled                    
to  dividend.  The Exchange is a legal entity  and  has  its                    
name,  seal,  and a bank account. The name of  the  Exchange                    
must  contain  the words “vertybiniø popieriø birþa”  (stock                    
exchange)  (or  the  acronym VPB). The  name  of  the  stock                    
exchange  must  meet the requirements of the regulations  of                    
the names of enterprises, offices and organisations approved                    
by  the  Government. Disputes concerning  the  name  of  the                    
Exchange shall be settled in court.                                             
  4.  The Exchange is a limited liability firm. It shall  be                    
liable  for  its  obligations  to  the  extent  of  all  its                    
property.  Shareholders shall be liable for its  obligations                    
only  to  the  extent of the amount that they must  pay  for                    
their contributions to the authorised capital. Contributions                    
to the authorised capital shall be represented by registered                    
shares  not  yielding dividend, which entitle to participate                    
in  the  trading and management of the stock  exchange.  One                    
share  in  the  stock exchange shall carry one  vote.  Stock                    
exchange  shares  may be acquired only by  brokerage  firms,                    
commercial  banks  which have been licenced  in  the  manner                    
prescribed   by   this  Law  to  carry  out  operations   in                    
securities,  the  Ministry of Finance  of  the  Republic  of                    
Lithuania and the Bank of Lithuania. Following the  decision                    
of  the  regular meeting of shareholders, the Exchange  must                    
issue  such  number of new shares as there are  applications                    
for  the  acquisition thereof filed by brokerage  firms  and                    
banks   possessing  a  licence  issued  by  the   Securities                    
Commission prior to the day of the meeting.                                     
  5.  A  shareholder of the Stock Exchange, upon terminating                    
his  activities  as  an intermediary in  public  trading  in                    
securities, must no later than within 30 days sell the share                    
of the Stock Exchange held by him to another person entitled                    
to  be  a shareholder of the Stock Exchange. If he fails  to                    
sell  the share within the specified period, the shareholder                    
must  address  the  Stock Exchange which  shall  mediate  in                    
selling the share held by him at the market price ruling  at                    
the moment. In the event of failure to sell the share within                    
a  year’s period, the Stock Exchange shall repurchase it  at                    
its   nominal  value.  The  shares  of  the  Stock  Exchange                    
repurchased by it may account for no more than  10%  of  its                    
authorised  capital. The shares which exceed the limit  must                    
be cancelled in accordance with the procedure established by                    
law and the authorised capital must be reduced.                                 
  6.  One shareholder, with the exception of the Ministry of                    
Finance  of  the  Republic  of Lithuania  and  the  Bank  of                    
Lithuania,  may  hold no more than one share  of  the  Stock                    
Exchange.                                                                       
  7.  The  Stock  Exchange shall have no  right  to  acquire                    
securities in its own name except in cases when:                                
  1)  the  Stock  Exchange repurchases its  own  shares  for                    
reasons provided in par. 5 hereof;                                              
  2)  the  issuer  whose shares are acquired  by  the  Stock                    
Exchange  performs the functions of trading,  settlement  or                    
other  functions directly connected with the purpose of  the                    
Stock  Exchange, which are provided for in the trading rules                    
of  the Stock Exchange, and the issuer’s securities are  not                    
listed on the Exchange;                                                         
  3)  the  Stock Exchange invests its temporarily free  cash                    
funds  in  the  securities issued on behalf  of  the  state,                    
purchasing  a certain amount thereof at primary  trading  in                    
securities  and keeping the securities until their  maturity                    
date.                                                                           
                                                                                
  Article 21. Establishment and Registration of the Stock                       
Exchange                                                                        
  1.  Stock Exchanges may be founded only on the decision of                    
the Government.                                                                 
  2.  The  founders of a Stock Exchange may  be  natural  or                    
legal persons who meet the requirements of par. 4 of Article                    
20 of this Law and who have concluded the founding agreement                    
in a notarised form.                                                            
  3.  The Stock Exchange may not commence and carry out  its                    
activities  if it has no permit of the Securities Commission                    
and   has  not  been  registered  with  the  Commission   in                    
accordance   with  this  Law  and  subordinate   legislation                    
regulating  the procedure of registering Stock Exchanges.  A                    
Stock  Exchange may be reorganised or liquidated  only  with                    
the prior consent of the Securities Commission.                                 
  4.  Willing  to obtain a permit for the foundation  of  an                    
Exchange,  its  founders must file the  following  documents                    
with the Securities Commission:                                                 
  1)  an  application  stating the purpose  of  founding  an                    
Exchange,   its   name,   registered   office,   information                    
concerning  the  founders and other persons responsible  for                    
the founding of the Exchange and its activities;                                
  2) the founding agreement;                                                    
  3)  economic,  financial and technical  substantiation  of                    
the Exchange activities (business plan);                                        
  4) the Statute of the Exchange;                                               
  5) rules of trading on the Exchange;                                          
  6)  the  commitment of no less than 10 brokerage firms  to                    
operate on the Stock Exchange which is being founded.                           
  5.  The  Statute  of the Stock Exchange must  contain  the                    
following data:                                                                 
  1)  the name of the Stock Exchange and the address of  the                    
registered office;                                                              
  2)   the  authorised  capital  of  the  Exchange  and  its                    
structure;                                                                      
  3) the procedure for changing the rules of trading;                           
  4) the structure of the Exchange management;                                  
  5)  the competence of the meeting of the Exchange members,                    
the procedure for calling the meeting and adopting decisions                    
as well as conditions of invalidity thereof;                                    
  6)  the  formation  of the Exchange Board,  principles  of                    
representation and definition of the functions of the Board;                    
  7)   revenue   of  the  Exchange  and  the  procedure   of                    
distribution thereof;                                                           
  8)  the term of operation of the Exchange, conditions  and                    
procedure of its liquidation.                                                   
  6.  The  rules  of  trading  on the  Stock  Exchange  must                    
regulate:                                                                       
  1) the principles of listing of securities;                                   
  2)  the methods and procedure of settling disputes arising                    
because of the Exchange transactions;                                           
  3) types of transactions concluded on the Exchange;                           
  4)   the  procedure  of  trading  in  securities  on   the                    
Exchange;                                                                       
  5)  procedure  and conditions of including  securities  in                    
the Official List and removing from it;                                         
  6)  the  days and hours of organising trading sessions  of                    
the Exchange;                                                                   
  7)  the rights and duties of persons participating in  the                    
trading on the Exchange;                                                        
  8)  the procedure for determining and announcing the price                    
of securities;                                                                  
  9) information system of the Exchange;                                        
  10)  the  system  of Exchange transactions accounting  and                    
settlements.                                                                    
  7.   Upon  receiving  all  the  required  documents,   the                    
Securities Commission must within 3 months issue a permit to                    
establish   an  Exchange  or  present  to  the  founders   a                    
substantiated written refusal. The Securities Commission may                    
request  that  the  founders of the Stock  Exchange  present                    
additional information or explain the data already filed. In                    
this  case the counting of the 3-month period shall commence                    
anew from the filing of appropriate data or explanations.                       
  8.  The  Securities  Commission shall refuse  to  issue  a                    
permit to establish an Exchange if :                                            
  1)  the  Statute or founding agreement of the Exchange  or                    
other  submitted  documents are not in compliance  with  the                    
laws  of  the  Republic  of  Lithuania,  decisions  of   the                    
Government  of  the Republic of Lithuania or the  Securities                    
Commission;                                                                     
  2) the submitted documents contain incorrect information;                     
  3)  the  presented economic substantiation of the Exchange                    
activities is insufficient for it to adequately perform  its                    
functions;                                                                      
  4)  the rules of trading on the Exchange do not correspond                    
to the requirements of the Securities Commission.                               
  9.  When  issuing  a  permit for the establishment  of  an                    
Exchange,  the Securities Commission shall at the same  time                    
register  the  Statute  of  the  Exchange.  Amendments   and                    
supplements  to  the Statute and rules  of  trading  on  the                    
Exchange shall come into effect from the day of registration                    
thereof with the Securities Commission.                                         
  10.  The  Board  of  the  Exchange shall  lodge  with  the                    
Commission an application for registration of the Exchange:                     
  1) after all subscribed for shares have been paid up;                         
  2)  after  the statutory meeting of shareholders has  been                    
held;                                                                           
  3)  when the Board may dispose of the funds obtained  from                    
the payment for shares.                                                         
  11.  The following documents shall be filed together  with                    
the application for the registration of the Exchange:                           
  1)  the  statutory  report  and  the  conclusions  of  the                    
auditing  committee of the Exchange concerning  the  report;                    
and                                                                             
  2)  documents regarding the premises (buildings) rented or                    
possessed by the right of ownership by the Exchange.                            
  12. The Exchange shall be refused registration if:                            
  1)  the  procedure  for  founding  an  Exchange  has  been                    
violated;                                                                       
  2)   the   statutory  report  of  the  Exchange   contains                    
incomplete or incorrect information;                                            
  3)  the valuation of non-monetary (property) contributions                    
does   not   correspond   to  the  actual   value   of   the                    
contributions;                                                                  
  4)   documents  specified  in  this  Law  have  not   been                    
presented.                                                                      
  13.  Upon eliminating the reasons set out in par. 12 which                    
precluded the registration of the Exchange, the founders  of                    
the  Exchange or the Board shall have the right  to  address                    
the   Securities   Commission  one  more   time   requesting                    
registration.  Disputes concerning the registration  of  the                    
Exchange shall be disposed of by court.                                         
  14.  The Stock Exchange shall acquire the rights of  legal                    
person from the day of its registration.                                        
                                                                                
  Article 22. Members of the Stock Exchange                                     
  1.  The shareholders of the Stock Exchange shall be called                    
its members. Only persons specified in par. 4 of Article  20                    
of  this Law may be members of the Stock Exchange, with  the                    
exception of cases provided for in par. 3 of Article 41.                        
  2.  Members of the Stock Exchange shall have the following                    
rights:                                                                         
  1)  to  participate in the management of the Exchange  and                    
to   obtain   information  concerning  the  activities   and                    
financial position thereof;                                                     
  2)  to take part in the trading on the Exchange upon being                    
issued   the   licence  of  the  Securities  Commission   in                    
accordance with the procedure established by this Law;                          
  3) to make use of the services offered by the Exchange.                       
  3.   When   realising  his  rights  and   performing   his                    
obligations on the Exchange, a member of the Stock  Exchange                    
must comply with this Law and the rules of the Exchange.                        
  4.  In  the  cases when a member of the Exchange  violates                    
the  rules  regulating the activities of  the  Exchange  the                    
Board of the Exchange shall have the right to suspend for up                    
to  3  months his right to take part in the trading  on  the                    
Exchange. The list of such violations shall be presented  in                    
the   rules  of  trading  on  the  Exchange.  The   decision                    
concerning  the suspension of the member’s participation  in                    
the  trading on the Exchange shall be adopted by a 2/3  vote                    
of all the members of the Exchange Board. If a member of the                    
Exchange   who   has  violated  the  rules  regulating   the                    
activities of the Exchange participates in the management of                    
the    Exchange    (either   directly   or    through    his                    
representative), the Board of the Exchange may  suspend  his                    
powers  for the above-specified period or remove the  member                    
from the managing bodies. The sanctions provided for in this                    
item may also be imposed on the brokerage firms operating on                    
the Exchange which are not members of the Exchange.                             
  5.   If  a  member  of  the  Exchange  repeatedly  commits                    
violations specified in this Law, the Board of the  Exchange                    
may,  on  the  decision  of 1/2 of all  the  Board  members,                    
propose  to  the  general meeting of  the  Exchange  members                    
(hereinafter  referred to as the general meeting)  to  expel                    
such  a  member  from  the Exchange,  suspending  until  the                    
meeting the member’s rights to participate in the trading on                    
the  Exchange. The Board of the Exchange shall  suspend  for                    
the  period  the member’s (his representative’s)  powers  to                    
take part in the management of the Exchange.                                    
  6.  A  natural  or legal person who is expelled  from  the                    
Exchange  shall  not be returned his contribution  into  the                    
authorised capital of the Exchange, and the share  owned  by                    
him  shall be either sold to another intermediary of  public                    
trading  in  securities who aspires for  membership  of  the                    
Exchange, or cancelled. The losses inflicted on the Exchange                    
by the expelled member shall be recovered in accordance with                    
the  procedure  established  by  laws  of  the  Republic  of                    
Lithuania.                                                                      
  7.  The member of the Exchange may appeal to court against                    
the  decisions of the Board of the Exchange and the  general                    
meeting   concerning  the  suspension  or   termination   of                    
membership.  The filing of the appeal shall not reverse  the                    
decision  of the Board of the Stock Exchange or the  general                    
meeting.                                                                        
  8.  The Statute of the Exchange may also provide for other                    
rights and obligations of the Exchange members provided that                    
they are in compliance with the effective laws.                                 
                                                                                
  Article 23. Management of the Stock Exchange                                  
  1.   The  management  of  the  Stock  Exchange  shall   be                    
organised  in accordance with the Company Law,  taking  into                    
consideration the peculiarities provided for in this Law.                       
  2.  The  functions of the Supervisory Board in  the  Stock                    
Exchange  shall  be performed by the Council  of  the  Stock                    
Exchange.  Its  formation shall be  mandatory.  1/3  of  the                    
members of the Council of the Stock Exchange must be persons                    
proposed   by   the   issuers,   investors,   their   unions                    
(associations, confederations, etc.) who have no property or                    
labour relations with the intermediaries of public trading -                    
shareholders of the Exchange.                                                   
  3.  A person authorised by the Securities Commission shall                    
have  the right to take part in the meetings of the  Council                    
and Board of the Exchange with deliberate vote.                                 
                                                                                
  Article 24. The Authorised Capital and Reserves of the                        
Stock Exchange                                                                  
  1.  The authorised capital of the Exchange shall be formed                    
from  cash and property (non-monetary) contributions of  its                    
founders and members (shareholders).                                            
  2.   The  amount  of  the  authorised  capital  shall   be                    
determined in the Statute of the Exchange.                                      
  The  minimum  amount  of the authorised  capital  and  the                    
minimum  nominal value of one share shall be  determined  by                    
the Securities Commission.                                                      
  3.  The  profit  of  the  Exchange shall  consist  of  its                    
revenue less its expenditures. The received profit shall  be                    
distributed into:                                                               
  1)  the profit reserve of the Exchange used for purchasing                    
fixed  assets and for expanding and improving the activities                    
of the Exchange;                                                                
  2)   the  mandatory  reserve  of  the  Exchange  used  for                    
covering losses;                                                                
  3)  the  annual payments (honorariums) which  may  account                    
for  no  more  than  1/10 of the annual net  profit  of  the                    
Exchange;                                                                       
  4)  other  reserves  provided for in the  Statute  of  the                    
Exchange.                                                                       
  4.   The  authorised  capital  of  the  Exchange  may   be                    
increased only by issuing additional shares.                                    
  5.  It  shall  be  prohibited to increase  the  authorised                    
capital  of the Exchange from the mandatory reserve,  profit                    
reserve or other reserves of the Exchange. A permission from                    
the  Securities Commission must be obtained for  making  any                    
changes in the authorised capital.                                              
  6.  The authorised capital of the Exchange shall be deemed                    
increased after all shares have been fully paid up  and  the                    
capital  has been accordingly registered with the Securities                    
Commission.                                                                     
                                                                                
  Article 25. Revenue of the Stock Exchange                                     
  1.  The  proceeds from the Exchange activities may consist                    
of:                                                                             
  1) fee for the registration of the Exchange transactions;                     
  2) annual membership fee;                                                     
  3) fee for obtaining the Stock Exchange listing;                              
  4)  fee for the training of the participants of the  Stock                    
Exchange;                                                                       
  5)  fee  for  the fitting out of the work places  and  use                    
thereof;                                                                        
  6) payment for information and communications services;                       
  7)  fee  for attending the Exchange without the  right  to                    
participate in the trading on the Exchange;                                     
  8)  income  from  publishing  and  advertising  activities                    
relative to securities.                                                         
  2.  Specific amounts of fees and payments provided for  in                    
part  1  hereof  shall be determined by  the  Board  of  the                    
Exchange upon the co-ordination thereof in advance (prior to                    
their coming into effect) with the Securities Commission.                       
  3.  Other  payments  for  the  services  provided  by  the                    
Exchange  may  be prescribed only upon obtaining  permission                    
from the Securities Commission.                                                 
                                                                                
  Article 26. Trading in Securities on the Stock Exchange                       
  1.  Trading in securities on the Stock Exchange  shall  be                    
conducted  in accordance with the rules of trading specified                    
in  Article  21  which are approved on the proposal  of  the                    
Exchange by the Securities Commission.                                          
  2.  The  Stock Exchange may have two trading lists  -  the                    
Current List and the Official List.                                             
  3.  Securities  shall be included in the Current  List  of                    
the  Stock  Exchange on the decision of  the  Board  of  the                    
Exchange,  pursuant  to the application  of  the  issuer  of                    
securities   or   the  brokerage  firm.  Appended   to   the                    
application  must  be  the prospectus and  the  last  annual                    
prospectus -statement. If the application for the listing of                    
securities  is  filed  by  the  brokerage  firm,   it   must                    
additionally present a copy of at least one order to buy  or                    
sell relevant securities.                                                       
  4.   All   securities  registered  with   the   Securities                    
Commission may be included in the Current List of the  Stock                    
Exchange. The Board of the Exchange shall have no  right  to                    
refuse  to  include securities in the Current  List  of  the                    
Exchange, except in cases when documents specified in part 3                    
hereof  are not presented or when such list is not  compiled                    
altogether. The issuer whose securities are included in  the                    
Current  List of the Exchange must present to the  Exchange,                    
in  accordance with the procedure established and within the                    
time period set by it, information concerning:                                  
  1)  changes in the authorised capital (if the issuer is  a                    
public company);                                                                
                                                                                
  2)  changes  in the nominal value or amount of the  quoted                    
securities;                                                                     
  3)   changing  of  the  type  or  class  of   the   quoted                    
securities;                                                                     
  4)   reorganisation   of  the  issuer,   announcement   of                    
bankruptcy or liquidation proceedings.                                          
  5.  Securities shall be included in the Official  List  of                    
the  Stock  Exchange on the decision of  the  Board  of  the                    
Exchange  following the application of  the  issuer  or  the                    
brokerage  firm  authorised by the issuer. Attached  to  the                    
application   must  be  the  prospectus,  the  last   annual                    
prospectus-statement, all period statements of  the  current                    
year,  and  other information provided for in the  rules  of                    
trading in securities on the Exchange.                                          
  6.  The  Stock  Exchange must set forth  the  requirements                    
which  must be satisfied by the issuer in order to have  his                    
securities  included in the Official List. Only  fully  paid                    
securities  the transferability of which is not limited  may                    
be  included  in  the  List.  Other  requirements  shall  be                    
established in the rules of trading of the Exchange but they                    
may  not  be  smaller  than the requirements  prescribed  to                    
accountable issuers by this Law.                                                
  7.  The  inclusion of securities in the Official  List  of                    
the  Exchange shall become invalid if they are not submitted                    
for  sale within 3 months of the passing of the decision  to                    
include them in the List. In this case the issuer shall have                    
the  right to repeatedly apply to the Board of the  Exchange                    
requesting  the inclusion of the securities in the  Official                    
List of the Exchange.                                                           
  8. The Stock Exchange may suspend, for no longer than a 3-                    
month  period,  trading  in  securities  which  are  on  the                    
Official List, if:                                                              
  1)  trading  in these securities on the Exchange  has  not                    
been conducted for more than 6 months;                                          
  2)  the  issuer  of  the securities or the  securities  no                    
longer meet the requirements set to the Official List;                          
  3)   the  suspension  of  trading  is  necessary  for  the                    
protection of investors’ interests;                                             
  4) if this is required by the Securities Commission.                          
  9.  Upon  suspending  trading in certain  securities,  the                    
Stock  Exchange must without delay, on the same  day  notify                    
thereof  the  Securities Commission and the issuer.  In  the                    
event that the reasons underlying the above decision are not                    
eliminated within 3 months of the suspension of trading, the                    
Stock Exchange shall have the right to remove the securities                    
from the Official List.                                                         
  10.  The  Stock  Exchange must announce  the  total  daily                    
trade  turnover  and the trade turnover and  prices  of  the                    
traded securities.                                                              
  11.   The   Stock  Exchange  must  notify  the  Securities                    
Commission of :                                                                 
  1) securities transactions concluded on the Exchange;                         
  2) unfulfilled orders;                                                        
  3)  listing of securities or their removal from the  trade                    
lists.                                                                          
  12. The procedure for furnishing information specified  in                    
par.11 shall be established by the Securities Commission.                       
  13.  Members  of  the  Board  and  Council  of  the  Stock                    
Exchange, the Auditing Committee and Arbitration as well  as                    
all  employees  of  the  Exchange shall  have  no  right  to                    
divulge,  without a special authorisation  of  the  Exchange                    
Board,   confidential  information  that  comes   to   their                    
knowledge in the course of their work on the Exchange.                          
  14. Brokerage firm intending to conclude a transaction  on                    
the  Stock  Exchange, must submit an order in its  name  and                    
guarantee the payment of the securities or delivery  thereof                    
to the other party of the transaction.                                          
  15.  The Stock Exchange must form the Guarantee Fund which                    
would  help  to  improve the situation  if  one  or  several                    
brokerage  firms  are not in the position  to  fulfil  their                    
obligations.  The Guarantee Fund shall be  composed  of  the                    
deposits   of  the  intermediaries  of  public  trading   in                    
securities.  The rules of the Guarantee Fund  formation  and                    
use shall be approved by the general meeting of the Exchange                    
shareholders.  The funds of the Guarantee Fund  may  not  be                    
used  to  finance current expenditure of the  Exchange.  The                    
Securities  Commission  shall have the  right  to  determine                    
minimum  requirements for the amount and activities  of  the                    
Guarantee Fund.                                                                 
                                                                                
  Article 27. Reorganisation and Liquidation of the Stock                       
Exchange                                                                        
  1.  The  Stock Exchange shall be reorganised or liquidated                    
in  accordance with the procedure established by the laws of                    
the  Republic of Lithuania, this Law and the Statute of  the                    
Exchange.                                                                       
  2.   The  Stock  Exchange  shall  be  liquidated  in   the                    
following cases:                                                                
  1)  upon  the development of a situation provided  for  in                    
the Statute of the Exchange;                                                    
  2)  the general meeting adopts a decision to liquidate the                    
Exchange;                                                                       
  3)  when  the  own assets of the Exchange are  reduced  to                    
over 50% of the authorised capital of the Exchange;                             
  4)  when the Securities Commission revokes the licence  to                    
engage in the activities of the Stock Exchange;                                 
  5)  when  the registration of the Exchange is  revoked  by                    
the decision of the court or state institution.                                 
  3.  Liquidating  itself or suspending its activities,  the                    
Stock   Exchange  must  immediately  notify  the  Securities                    
Commission thereof. At least one liquidator of the  Exchange                    
shall be appointed by the Securities Commission.                                
  4.  After  settlement with creditors and  payment  of  all                    
taxes the assets of the Stock Exchange in liquidation,  upon                    
deducting  the  value of the reserves specified  in  par.  5                    
hereof,  shall  be  proportionately  distributed  among  its                    
members-shareholders.                                                           
  5.  The  profit  reserve of the Stock Exchange,  mandatory                    
reserves and other reserves approved at the general  meeting                    
of  the  Exchange  shall be transferred to other  non-profit                    
organisations (enterprises) or the Lithuanian State  Budget.                    
Each member-shareholder of the Exchange shall have the right                    
to  indicate,  within 3 months after the  discharge  of  the                    
Exchange liabilities, a non-profit organisation (enterprise)                    
to  which  the  liquidators must transfer a portion  of  the                    
Exchange  reserves  in proportion to his  contribution.  The                    
amount  of the reserves of the Exchange in liquidation  that                    
has  not  been transferred to other non-profit organisations                    
(enterprises)  shall be transferred to the Lithuanian  State                    
Budget  in accordance with the procedure established by  the                    
Government of the Republic of Lithuania.                                        
                         Chapter VI                                             
                                                                                
                  ACCOUNTING OF SECURITIES                                      
                                                                                
  Article 28. The Form and Accounting of Securities                             
  1.  All  securities  which may  be  an  object  of  public                    
trading  shall  be  recorded  by  entries  in  the  personal                    
securities  accounts opened in the name  of  the  securities                    
owners.  The  entry  in the securities account  shall  be  a                    
direct  proof  of the right of ownership to  the  securities                    
specified thereby. The securities accounts may be managed on                    
paper or by computer.                                                           
  2.  Issuers  who  issue  securities  into  circulation  or                    
intermediaries of public trading (brokerage firms or  banks)                    
who are participants of the Central Securities Depository of                    
Lithuania   (hereinafter  referred   to   as   the   Central                    
Depository)  operating  in  accordance  with  the  procedure                    
established by Article 29 of this Law shall have  the  right                    
to  open  and  manage personal securities accounts.  In  the                    
event  that  the  provisions  of  this  Law  concerning  the                    
operating  of securities accounts apply both to issuers  and                    
intermediaries of public trading in securities,  both  shall                    
be hereinafter referred to as account operators.                                
  3.  The  issuer  shall have the right to open  and  manage                    
personal  accounts  only  of the securities  issued  by  it,                    
except  in  cases  when the issuer is at the  same  time  an                    
intermediary  of  public trading in securities.  The  issuer                    
must  open personal accounts of the securities issued by  it                    
to  each  investor who has not made a written  statement  of                    
delegating the management of the account to the intermediary                    
of  public trading in securities. The issuer may delegate by                    
a notarised agreement the management of such accounts to the                    
intermediary  of  public  trading  in  securities  notifying                    
thereof the Securities Commission and the Central Depository                    
no  later  than 10 days prior to delegating. The consent  of                    
investors   is  not  mandatory  for  concluding  the   above                    
agreement.                                                                      
  4.  Intermediaries  of public trading  in  securities  may                    
open  and  manage  personal  securities  accounts  only   by                    
concluding written agreements with investors, except in  the                    
case  provided  for  by par. 3 hereof. The  intermediary  of                    
public  trading in securities may limit itself only  to  the                    
management  of  accounts of certain issuers or  accounts  of                    
certain types of securities. The public trading intermediary                    
must  give  a  written  notice  of  such  decision  to   the                    
Securities    Commission   and   the   Central   Depository.                    
Intermediaries  of public trading shall be  prohibited  from                    
refusing  to open and manage personal accounts of securities                    
which are within their sphere of activities.                                    
  5.  The  investor may choose one or several intermediaries                    
of  public  trading  in securities as the  managers  of  its                    
personal securities accounts.                                                   
  6.  The issuer shall have the right to request at any time                    
that   the  intermediaries  of  public  trading  who   under                    
agreement   with  the  investors  manage  the  accounts   of                    
securities issued by the issuer should present the  list  of                    
owners  of  said securities. The right shall be realised  by                    
submitting an enquiry to the Central Depository.                                
  7.  The  following  must be specified in every  securities                    
account opened in the name of the securities owner:                             
  1)  the  name and address of the operator who  has  opened                    
securities account;                                                             
  2) the securities account number;                                             
  3) the number of securities held in the account;                              
  4)  the class, type and date of issue into circulation  of                    
securities;                                                                     
  5) the name and address of the issuer of securities;                          
  6) book -value of securities;                                                 
  7)  the full name (name of the enterprise) and address  of                    
the owner of securities;                                                        
  8)   restrictions  applied  to  the  transfer  of   rights                    
incidental to the securities;                                                   
  9) place and date of opening of securities account;                           
  10)  code  number of the security assigned by the  Central                    
Depository.                                                                     
  8.  The  operator  of securities account must  notify  the                    
owner  in  writing of any change in its account  unless  the                    
agreement concluded between them provides otherwise. At  the                    
close  of  a  calendar  year  the  operators  of  securities                    
accounts must within 15 days present each account owner with                    
the statement on the condition of the securities account  at                    
the  end of the last day of the past year. Documents  issued                    
on  the  basis of entries made in securities accounts  shall                    
not  be  considered as securities and may not be objects  of                    
public trading.                                                                 
  9.  Securities  accounts of investors may  be  managed  on                    
behalf  of the operator of securities accounts only  by  its                    
employees  possessing an appropriate written  authorisation.                    
Each   operator  of  accounts  must  present   the   Central                    
Depository  with  the  list  of  such  employees.  Only  the                    
employee authorised by the manager of accounts, who  manages                    
an account shall have the right to change its contents.                         
  10.  Executives and employees of the account operator must                    
ensure  confidentiality of information that comes  to  their                    
knowledge   in  the  course  of  management  of   investors’                    
accounts, with the exception of cases when under this Law or                    
other laws of the Republic of Lithuania they are obliged  to                    
furnish such information.                                                       
  11.  Securities accounts shall be conducted according  the                    
double-entry book-keeping principle. Operators of securities                    
accounts  must keep a consolidated journal of operations  in                    
which  all  transactions in securities  held  on  respective                    
accounts and other operations effecting the condition of the                    
account are recorded in a chronological order. Securities of                    
each  issue  shall be recorded in separate sections  of  the                    
consolidated journal of operations or in a separate journal.                    
Detailed rules of securities accounting shall be approved by                    
the Securities Commission.                                                      
                                                                                
  Article 29. The Central Securities Depository of                              
Lithuania                                                                       
  1.  The  Central Securities Depository of Lithuania  is  a                    
non-profit  institution the main function  of  which  is  to                    
conduct  the  general accounting of securities, prepare  and                    
implement  accounting systems for securities  book  keepers,                    
execute their servicing and supervision.                                        
  2.   The  founders  of  the  Central  Depository  are  the                    
Ministry  of Finance of the Republic of Lithuania, the  Bank                    
of  Lithuania and the National Stock Exchange of  Lithuania.                    
The   founders  of  the  Central  Depository  must   provide                    
conditions  for  all stock exchanges founded  in  accordance                    
with the procedure established by this Law to become its co-                    
owners,  however, the shares held by the Ministry of Finance                    
and  the Bank of Lithuania must entitle them to at least 51%                    
of  votes  at  the meeting of shareholders  of  the  Central                    
Depository.   The  Central  Depository  shall   operate   in                    
accordance  with  this Law and the bylaws  approved  by  its                    
owners.                                                                         
  3.  The  Central  Depository shall perform  the  following                    
functions:                                                                      
  1)  prepare  and present to the Securities Commission  for                    
approval   the   rules  of  accounting  of  circulation   of                    
securities;                                                                     
  2)   prepare   and  approve  instructions  for  securities                    
accounting which specify separate procedures provided for in                    
the rules;                                                                      
  3)   open  and  operate  securities  accounts  of  account                    
operators;                                                                      
  4)  ensure that during the carrying out of transactions in                    
securities  said  securities  be  timely  removed  from  the                    
securities account of one account operator and placed to the                    
securities account of another account operator;                                 
  5)  supervise that the number of securities of each  issue                    
put  into  circulation should correspond to  the  number  of                    
securities which are actually in circulation;                                   
  6)   prepare  and  implement  measures  which  ensure  the                    
integrity   and   security  of  the  system  of   securities                    
accounting;                                                                     
  7)  verify whether the account operators comply  with  the                    
rules and instructions of securities accounting;                                
  8)   accumulate,   process  and  disseminate   information                    
concerning   securities  accounting,   train   and   consult                    
specialists in securities accounting;                                           
  9)  provide  other services related with the servicing  of                    
securities accounts to the issuers, intermediaries of public                    
trading in securities and investors;                                            
  10)  issue  the  statement of securities  account  to  the                    
account operators .                                                             
  4.  The  rights and duties of the members and participants                    
of  the  Central Depository shall be specified in the bylaws                    
of  the  Central  Depository.  The  bylaws  of  the  Central                    
Depository  and amendments thereto must be agreed  with  the                    
Securities Commission.                                                          
  5.  A  representative of the Securities  Commission  shall                    
have the right to attend meetings of the managing bodies  of                    
the Central Depository with deliberate vote.                                    
  6.  The  instructions and directions issued by the Central                    
Depository on the issues of securities accounting  shall  be                    
obligatory to all account operators.                                            
                                                                                
                         Chapter VII                                            
                                                                                
                  THE SECURITIES COMMISSION                                     
                                                                                
  Article 30. The Securities Commission - the Supervisory                       
Institution                                                                     
         of the Securities Market                                               
  1.  Public  trading in securities shall be  regulated  and                    
supervised  by the Securities Commission of the Republic  of                    
Lithuania   (hereinafter  referred  to  as  the   Securities                    
Commission).                                                                    
  2.  The Securities Commission is a legal entity, with  its                    
own official stamp and bank account.                                            
  3.   The   Securities  Commission  shall  be  formed   and                    
liquidated by the Seimas of the Republic of Lithuania on the                    
proposal of the Government of the Republic of Lithuania.                        
                                                                                
  Article 31. The Composition of the Securities Commission                      
and the Procedure                                                               
         of its Formation                                                       
  1.   The  Securities  Commission  shall  consist  of   the                    
chairman  and four members. The chairman and the members  of                    
the  Securities Commission shall be appointed by the  Seimas                    
on  the nomination of the President of the Republic for  the                    
term of 5 years.                                                                
  2.   During   the   formation  of  the  first   Securities                    
Commission  after the entry into force of this  Law,  powers                    
shall  be granted to the chairman of the Commission for  the                    
period of 5 years. Other members of the Commission shall  be                    
appointed to the first Securities Commission after the entry                    
into force of this Law at the discretion of the President of                    
the  Republic  for  the  period  of  4,  3,  2,  or  1  year                    
accordingly  in  such a manner that in each subsequent  year                    
one member of the Commission would have to be newly elected.                    
The  chairman  of the Securities Commission shall  designate                    
one member of the Commission as his deputy.                                     
  3.  Upon  the  expiry  of  the term  of  their  respective                    
powers, by a special decision of the Seimas, members of  the                    
Commission may remain in office until the appointment of new                    
members.                                                                        
  4.  If  the  chairman or Commission members  refuse  their                    
post or due to objective reasons find themselves not in  the                    
position  to  fill the office prior to the expiry  of  their                    
powers,  the  President of the Republic shall appoint  other                    
persons  to  fill  the vacancies for the remaining  term  of                    
office.                                                                         
  5.  During  their term of office the chairman and  members                    
of  the  Securities Commission may be dismissed  from  their                    
respective posts only at their own request as well  as  upon                    
coming  into effect of a court sentence convicting  them  of                    
commission of a crime or upon their gross violation  of  the                    
Code  of  Ethics  of  the  Members  and  Employees  of   the                    
Securities  Commission provided for in par. 1 of Article  34                    
of this Law.                                                                    
  6.  A member of the Securities Commission may not hold any                    
other  elective  or  appointive  post,  or  be  employed  in                    
business,  commercial or any other private  institutions  or                    
enterprises, with the exception of educational  or  creative                    
work.  Neither  may he receive remuneration other  than  the                    
salary  of the Securities Commission member and payment  for                    
educational or creative activities.                                             
                                                                                
  Article 32. The Objectives and Functions of the                               
Securities Commission                                                           
  1.  The  objectives of the Securities Commission shall  be                    
as follows:                                                                     
  1)  to monitor the compliance with the rules of fair trade                    
and competition in the public trading in securities;                            
  2)  to take measures assuring effective functioning of the                    
securities market and protect the interests of investors;                       
  3)  in  co-operation with the ministries, other Government                    
institutions,  the  Bank  of Lithuania,  intermediaries  and                    
participants of public trading in securities, to  shape  the                    
economic  policy  of  the  state  which  would  promote  the                    
development of securities market;                                               
  4)  to spread knowledge about the principles of securities                    
market functioning;                                                             
  5)  to take other measures to implement this Law and other                    
legal acts concerning securities market.                                        
  2.  While  implementing the tasks provided  for  in  par.1                    
hereof,   the   Securities  Commission  shall  perform   the                    
following functions:                                                            
  1)  prepare, approve, amend or repeal the rules regulating                    
the  licensing,  establishment, reorganisation,  liquidation                    
and  activities  of  stock exchanges and  intermediaries  of                    
public  trading  in  securities, the  issue  of  and  public                    
trading in securities;                                                          
  2)   prepare,  approve,  amend  or  repeal  the  forms  of                    
prospectuses,  annual and periodical reports  and  establish                    
the  procedure for filing and announcing the above documents                    
for the issuers of securities;                                                  
  3)  present  official explanations and recommendations  on                    
issues concerning public trading in securities;                                 
  4)  issue, suspend or revoke permits and licences of stock                    
exchanges,   brokerage  firms,  investment  management   and                    
consulting  firms,  brokers and other  participants  in  the                    
securities market whose licensing is provided for  by  other                    
laws of the Republic of Lithuania;                                              
  5)  monitor,  analyse, inspect and in other way  supervise                    
the  activities  of  intermediaries  of  public  trading  in                    
securities, their association, stock exchanges, the  Central                    
Depository and its members;                                                     
  6)   approve  and  abolish  the  rules  adopted  by  stock                    
exchanges,  the  association  of  intermediaries  of  public                    
trading  in  securities,  and the Central  Depository  which                    
influence   or   may  influence  the  functioning   of   the                    
participants  of  securities  market  and  their   financial                    
condition;                                                                      
  7)  impose  sanctions provided for in this Law  and  other                    
laws  of  the  Republic of Lithuania on persons who  violate                    
this  Law  and  the rules and instructions approved  by  the                    
Securities Commission, the association of intermediaries  of                    
public trading in securities and stock exchanges;                               
  8) register the issue of securities;                                          
  9)  organise training courses, publish or take part in the                    
publishing of publications of general character and  special                    
publications  concerning the functioning and  regulation  of                    
securities market;                                                              
  10)  organise examinations and qualifications  tests  with                    
the  purpose  of evaluating the knowledge and competence  of                    
brokers.                                                                        
  3.  Legal  acts  approved by the Securities Commission  as                    
well  as its decisions, recommendations and exceptions shall                    
apply  to  all  subjects of private and common  law  of  the                    
Republic of Lithuania, with the exception of cases when  the                    
above acts, recommendations and exceptions are recognised by                    
a court decision as being not in compliance with this Law or                    
other legal acts possessing superior legal force.                               
  4.  The Securities Commission must prepare and present  to                    
the  public  and the Seimas annual report on the development                    
of  the  securities market and principal events  which  took                    
place during the accounting period.                                             
                                                                                
  Article 33. Organisation of Work of the Securities                            
Commission                                                                      
  1.  The work of the Securities Commission shall be managed                    
by the chairman and in his absence - by the deputy chairman.                    
  2. The chairman of the Securities Commission shall:                           
  1)  ensure  that  meetings  of the  Commission  be  called                    
regularly,  determine  issues  to  be  considered  at  every                    
meeting, submit reports on the activities of the Commission,                    
in  the  period  between meetings give instructions  to  the                    
Commission members and control their implementation;                            
  2)   manage  the  administration  of  the  Commission,  be                    
responsible  for  the drafting of normative  acts,  organise                    
control over the implementation of decisions adopted by  the                    
Commission;                                                                     
  3)  confirm by signing the decisions (resolutions) of  the                    
Commission.                                                                     
  3.  Each member of the Commission shall be responsible for                    
the  sphere  of Commission activities assigned  to  him  and                    
shall  participate  in  the consideration  and  adoption  of                    
decisions  on  all  issues  within  the  competence  of  the                    
Commission.                                                                     
  4.  The  Securities  Commission shall  organise  open  and                    
closed  meetings. Issues concerning the violations  of  this                    
Law  and other legal acts, as well as issues concerning  the                    
interests  of only a single participant in the market  shall                    
be  considered  at closed meetings. Other  issues  shall  be                    
discussed at open meetings.                                                     
  5.  A  meeting of the Securities Commission may take place                    
if  attended  by  at  least  3 members  of  the  Commission.                    
Decisions shall be taken by a simple majority vote of  those                    
attending the meeting, except in cases when legal  acts  are                    
adopted,  amended or recognised invalid.  In  such  cases  a                    
decision shall be deemed passed if voted in favour of by  at                    
least  3  members of the Commission. The Commission  members                    
shall have equal rights of the casting vote. In the event of                    
a  tie  vote the chairman of the Commission shall  have  the                    
casting vote. The decisions of the Commission meetings shall                    
be  adopted by open ballot voting if requested at  least  by                    
one Commission member.                                                          
  6.  The  administration of staff members shall  be  formed                    
for the discharge of functions of the Securities Commission.                    
The  structure  of the administration and its  staffing  not                    
exceeding the annual wages fund approved by the Seimas shall                    
be approved by the Commission chairman.                                         
  7.  In  order to perform certain works and resolve certain                    
issues,   the   Commission  may  hire  representatives   and                    
specialists  of  ministries, departments,  other  government                    
agencies,   municipalities,   scientific   and   educational                    
institutions,  organisations, interested  institutions  upon                    
agreement  with their respective managers as well as  invite                    
foreign specialists and experts.                                                
                                                                                
  Article 34. Duties of Members and Employees of the                            
Securities Commission                                                           
  1.  In  order  to  avoid the conflict  of  interests,  the                    
Securities Commission shall prepare the Ethics Code ,  which                    
shall  regulate  the  activities of the present  and  former                    
members  and  employees  of the Commission  in  the  spheres                    
regulated by this Law. This Code shall take effect upon  its                    
approval by the Seimas.                                                         
  2.  The  present and former members and employees  of  the                    
Securities Commission shall have no right to use  for  their                    
own  benefit  or to disseminate the confidential information                    
disclosed  to  them  in  the course of  their  work  on  the                    
Commission.                                                                     
  3.  Persons specified in par. 1 hereof shall be prohibited                    
from   divulging  confidential  information  received  while                    
working on the Commission to other persons. Such information                    
may  be  divulged only to state officers and  employees  who                    
supervise how this Law is being complied with.                                  
  4.  A person who, in cases provided by laws, has the right                    
to  receive any confidential information from the members or                    
employees of the Securities Commission must comply with  the                    
provisions of par. 1-3 hereof.                                                  
                                                                                
  Article 35. Delegation of Powers                                              
  The   Securities  Commission  may  adopt  a  decision   to                    
authorise a member or employee of the Commission to  perform                    
any  of  its  functions,  except  the  adoption,  amendment,                    
suspension  or  cancellation of rules and the imposition  of                    
sanctions provided for by this Law.                                             
  Article 36. Financing of the Securities Commission                            
  The  Securities  Commission shall  be  financed  from  the                    
State Budget.                                                                   
                                                                                
  Article 37. The Rights of the Securities Commission in                        
Investigating Violations                                                        
         of Legal Acts Regulating the Functioning of                            
Securities Market                                                               
  1.  The  Securities  Commission shall have  the  right  to                    
organise  and carry out investigations in order to determine                    
violations  of this Law and subordinate legislation  enacted                    
on the basis thereof.                                                           
  2.  While  carrying  out investigations  officers  of  the                    
Securities Commission shall have the right to:                                  
  1)  question  the  persons  who  are  connected  with  the                    
violations under investigation;                                                 
  2)  take away temporarily, for up to 30 days, documents of                    
the   inspected   intermediaries  of   public   trading   in                    
securities,  stock  exchanges, the Central  Depository,  and                    
issuers,  which  may be used as proof of  the  committed  or                    
intended  violation,  leaving behind  a  justified  decision                    
concerning the taking of documents and a description of  the                    
taken away documents;                                                           
  3)  insist  on having copies made of accounting documents,                    
contracts, orders, memoranda and other documents  which  the                    
Commission   considers  to  be  of   consequence   for   the                    
investigation;                                                                  
  4)  upon producing official certificates and the justified                    
decision  of  the Commission or its chairman to  conduct  an                    
investigation, have unimpeded access to the premises of  the                    
intermediaries  of  public  trading  in  securities,   stock                    
exchanges,  the  Central Depository, and  the  issuers,  and                    
check  the books, accounting documents and other sources  of                    
information which might be of use for the investigation that                    
is being conducted;                                                             
  5)  upon producing justified decision of the Commission or                    
its  chairman to receive from the banking institutions data,                    
certificates  and  copies of documents concerning  financial                    
operations relative to the object under inspection.                             
                                                                                
                        Chapter VIII                                            
                                                                                
          LIABILITY FOR THE VIOLATIONS OF THIS LAW                              
                                                                                
  Article 38. Effects of Violations of Law                                      
  1. Economic entities who violate this Law must:                               
  1)  act  on  the  instructions  given  by  the  Securities                    
Commission to terminate their actions, restore the situation                    
to its original condition, rescind or change the agreements,                    
comply with other orders;                                                       
  2) compensate the investors for the inflicted losses;                         
  3)  fulfil sanctions imposed by the Securities Commission,                    
provided for in this Law.                                                       
  2.  The  Securities  Commission shall have  the  right  to                    
impose pecuniary penalties on:                                                  
  1)  the  issuers who have to register securities  pursuant                    
to  Article  4 of this Law but either avoid or refuse  doing                    
that - in the amount up to 10% of the total nominal value of                    
the securities subject to registration;                                         
  2)   issuers,   intermediaries  of   public   trading   in                    
securities  or  other  economic  entities  who  organise  or                    
conduct  public trading in securities which  have  not  been                    
registered  in  the Securities Commission and in  securities                    
the  registration  whereof  has  been  either  suspended  or                    
annulled - in the amount equal up to the total nominal value                    
of  securities offered for public trading, in other cases  -                    
up  to a three-fold amount of the total nominal value of the                    
securities offered for public trading;                                          
  3)  issuers who do not meet the requirements set forth  in                    
Article 6 of this Law - in the amount of up to 100 000 Lt;                      
  4)  economic entities who do not meet the requirements set                    
forth in Article 8 of this Law - in the amount of up to  100                    
000 Lt;                                                                         
  5)  economic entities acting as intermediaries  of  public                    
trading  in  securities without the licence referred  to  in                    
Article  11  of  this Law - up to the double amount  of  the                    
proceeds received illegally;                                                    
  6)  intermediaries  in public trading  in  securities  who                    
fail to meet the requirements set forth in Article 13 and 15                    
of this Law - in the amount of up to 100 000 Lt;                                
  7)   economic  entities  who  engage  in  stock   exchange                    
activities  without the permit of the Securities  Commission                    
referred  to  in Article 21 of this Law - up to  the  double                    
amount of the proceeds received illegally.                                      
  3.  Prior  to  imposing pecuniary penalties set  forth  in                    
par.  2  hereof,  the  Securities  Commission  must  provide                    
conditions for the managers of the economic entity on  which                    
the  penalty is imposed to give their explanations as to the                    
committed violation.                                                            
  4.  The application of sanction to economic entities,  set                    
forth in par. 2 hereof shall not release their managers from                    
civil, administrative and criminal liability provided by the                    
laws of the Republic of Lithuania.                                              
                                                                                
  Article 39. Exaction of Pecuniary Penalties                                   
  1.  Pecuniary  penalties  shall be  paid  into  the  State                    
Budget  not  later than within one month  from  the  day  of                    
receipt  by  the  economic entity of  the  decision  of  the                    
Securities Commission to impose a penalty.                                      
  2.  If an economic entity fails to pay the penalty imposed                    
on  it within the period set forth in paragraph 1 hereof and                    
fails  to  produce a copy of the court’s decision suspending                    
or  annulling  the  decision to impose a pecuniary  penalty,                    
said  penalty  shall  be exacted from  the  economic  entity                    
without suing for claims.                                                       
                                                                                
  Article 40. Appealing against the Decisions Passed by the                     
Securities Commission                                                           
  1.  Economic entities may appeal to court for the reversal                    
or  changing  of  the  decision  passed  by  the  Securities                    
Commission  within one month of the day of receipt  of  said                    
decision.                                                                       
  2.  Appeal  to  court shall not suspend the fulfilment  of                    
the  instructions or decisions of the Securities  Commission                    
unless the court stipulates otherwise.                                          
  3.  Decisions of the Securities Commission and the motives                    
thereof shall be announced publicly.                                            
                         Chapter IX                                             
                                                                                
                      FINAL PROVISIONS                                          
                                                                                
  Article 41. Transitional Period                                               
  1.  The  Securities Commission shall be the  successor  to                    
the  assets, rights and duties of the Securities  Commission                    
under  the  Ministry  of Finance. The Securities  Commission                    
under  the Ministry of Finance shall continue its activities                    
in accordance with the statute approved by the Government of                    
the  Republic  of  Lithuania until the  Seimas  appoint  the                    
chairman  and members of the Securities Commission  pursuant                    
to Article 31 of this Law.                                                      
  2.   The   Central  Securities  Depository  of  Lithuania,                    
established following the decision of the Government of  the                    
Republic  of  Lithuania, and the stock exchanges  registered                    
prior  to the entry into force of this Law, must, not  later                    
than within one year, adopt amendments to their statutes and                    
the rules pursuant to this Law.                                                 
  3.  The shareholders of the operating stock exchanges  who                    
do  not meet the provisions of par. 4 of Article 20 of  this                    
Law  shall  be entitled to further dispose of their  shares,                    
however,  they may only transfer said shares to persons  who                    
qualify under specified provisions.                                             
  4.  The  chairman  of the Securities Commission  shall  be                    
paid  a  monthly  salary in the amount of 4 average  monthly                    
wages  until  the  law  regulating  wages  of  employess  of                    
institutions and organisations financed out of the state and                    
municipal  budgets  is  passed. The  vice-chairman  and  the                    
members of the Securities Commission shall receive a  salary                    
by  15  and  25  percent  lower than  the  chairman  of  the                    
Securities   Commission.  The  chairman  of  the  Securities                    
Commission,  its  vice -chairman and other  members  of  the                    
Commission Administration may not be paid any supplements or                    
bonuses.  The  wages  of  the employees  of  the  Securities                    
Commission Administration shall be fixed by the chairman  of                    
this  Commission  in accordance with the procedure  for  the                    
payment  of  wages to the employees of the Prime  Minister’s                    
Office,  established by the Government of  the  Republic  of                    
Lithuania.                                                                      
                                                                                
  I  promulgate  this  Law  passed  by  the  Seimas  of  the                    
Republic of Lithuania.                                                          
                                                                                
                                                                                
                                         ALGIRDAS BRAZAUSKAS                    
                                   President of the Republic                    
                                                                                
Vilnius                                                                         
January 16 1996                                                                 
No. I-1169                                                                      
(As amended by  11 July 1996)