The following decisions were taken at the Extraordinary General Meeting of Shareholders of AB “Vilkyškių pieninė” which was held on the 7th of March 2008: Item 1 of the Agenda Increase of Company's authorized capital by issuing a new emission of 2,590,000 shares, with the redemption price of new emission not lower than LTL 5.40 per share. The decision to increase Company's authorized capital by issuing a new emission of 2,590,000 shares, with the redemption price of new emission not lower than LTL 5.40 per share, was approved by the Extraordinary General Meeting of Shareholders. New emission of shares has to be signed and paid within 10 (ten) working days after this decision is taken. Shareholders authorize Director General Gintaras Bertašius to coordinate and to sign share subscription agreements with the purchasers of new emission. Item 2 of the Agenda Revocation of preemptive right of the existing shareholders to acquire newly issued shares. The Extraordinary General Meeting of Shareholders revoked preemptive right of the existing shareholders to acquire newly issued shares. Preemtive right was granted to the following bodies: 1. To the funds that are owned by UAB „Finasta investicijų valdymas“ (company code 126263073, registered address: Konstitucijos pr. 23, Vilnius, Lithuania) - 1,015,000 shares; I) Finasta racionalios rizikos pensijų fondas - 212,000 shares; II) Finasta aktyvaus investavimo pensijų fondas - 47,500 shares; III) Finasta augančio pajamingumo pensijų fondas - 4,400 shares; IV) Finasta akcijų pensija plius- 51.000 shares; V) PZU Lietuva subalansuotas - 60.000 shares; VI) PZU Lietuva subalansuotas 1 - 9.000 shares; VII) Finasta Infinity fondas - 176.000 shares; VIII)Finasta Integrity fondas - 65.000 shares; IX) Finasta Ateities fondas - 36.000 shares; X) Finasta Centrinės ir Rytų Europos fondas - 354.100 shares. 2. Linas Strėlis - 1,015,000 shares; 3. SEB Aktiivne Pensionifond, which is owned by AS SEB Ühispanga Fondid (company code 10035169, registered address: Tornimäe 2, Tallinn, Estonia) - 60.000 shares; 4. SEB Eastern European Small Cap Fund, which is owned by SEB Asset Management S.A. (company code B 31.136, registered address: 6a, Circuit de la Foire Internationale, L-1347 Luxembourg) - 500.000 shares. Preemtive right of the existing shareholders is revoked in order to diversify the structure of shareholders, thus to attract new financially strong shareholders, and to simplify and accelerate procedures of the subscription of new shares. Item 3 of the Agenda Increase of the quantity of Board members to 6. The Extraordinary General Meeting of Shareholders decided to increase the quantity of Board members to 6. Linas Strėlys and Andrejus Cybas were suggested to be elected as the members of the Board of the Company. Item 4 of the Agenda Amendment of the Articles of Association: to amend Clauses 18, 19 and 59 of the Articles of Association. New wording of the amended clauses is as follows: 18. The authorized capital of the Company is LTL 11,943,000 (eleven million nine hundred and forty three thousand litas). 19. The authorized capital of the Company is divided into 11,943,000 (eleven million nine hundred and forty three) ordinary registered shares. The nominal value of one share is LTL 1 (one litas). 59. The Board is a collegial management body of the Company. The Board consists of 6 members who shall be elected for the period of four years by the General Meeting of the Shareholders. In case individual members of the Board are elected, they shall be elected for the period till the end of term of office of the current Board. The Extraordinary General Meeting of Shareholders decided to approve the new wording of the Articles of Association. Item 5 of the Agenda Authorization. The Extraordinary General Meeting of Shareholders decided to authorize (with the right to transfer the authorization) Director General Gintaras Bertašius to sign the amended Articles of Association (new wording of the Articles of Association) and to submit them for the registration in the State Enterprise Centre of Registers, as well as to carry out all other actions related with the implementation of decisions taken during this Extraordinary General Meeting of Shareholders. If you require more information, please address Vilija Milaševičiūtė Economist - Analyst Ph.: +370-441-55102
DECISIONS TAKEN AT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS HELD ON 07/03/2008
| Source: Vilkyskiu Pienine