Lithuania, Alytus, 2011-04-15 14:31 CEST (GLOBE NEWSWIRE) -- On 15April 2011 the Board decided:
- to supplement agenda of Annual General Meeting of the Shareholders, which shall take place on 29/04/2011, by these additional questions:
1. Reduction of the share capital of the Company.
2. Approval of the new wording of the Articles of Association of the Company.
3. Implementation of decisions.
To approve the following agenda of Annual General Meeting of the Shareholders, which shall take place on 29/04/2011, 12 am.:
- Announcement of the annual report of the Company for the year 2010.
- Announcement of the auditor’s report.
- Approval of the annual financial statements of the Company for the year 2010.
- Approval of allocation of the profit (loss) of the Company for the year 2010.
- Approval of the consolidated annual financial statements for the year 2010.
- Establishment of payment terms for the Company’s audit firm.
- Reduction of the share capital of the Company.
- Approval of the new wording of the Articles of Association of the Company.
- Implementation of decisions.
- To propose the following draft decisions according to the agenda of the Annual General Meeting of the Shareholders with supplemented questions:
- Reduce of the Authorised Capital of the Company
1.1.To reduce the share capital of the Company from LTL 27 153 793 (twenty-seven million one hundred fifty three thousand seven hundred and ninety three) to LTL 150 000 (one hundred and fifty thousand).
1.2.The purpose of the reduction of the share capital of the Company – to cancel the losses recorded in the balance sheet of the Company.
1.3.The share capital of the Company is reduced by the way of cancellation of the shares of the Company.
1.4.Number of shares owned by the shareholders of the Company is reduced in the following order:
1.4.1.Shares shall be cancelled to all the shareholders of the Company in proportion to the nominal value of shares owned by them.
1.4.2.The number of shares attributable to the shareholders, who at the end of the day of registration of amended Company’s Articles of Association hold more than 1 (one) share, shall be calculated by multiplying the number of shares, held by the shareholder at the end of the day of registration of amended Company’s Articles of Association, by the coefficient 0,00552409 (reduced share capital divided by the current share capital, eight digits after the decimal point) and rounding off in the following procedure:
- if the fractional part of the number of shares is equal to 0,5 or more – the number of the shares shall be rounded up to the whole number;
- if the fractional part of the number of shares is less than 0,5 – the number of the shares shall be rounded down to the whole number (in such case the existing difference between the whole number and its fractional part shall not be compensated).
1.4.3.The Shareholders, who under the rules on share exchange stipulated in this decision after the rounding-off are attributed the number of shares lesser than 1 (one), shall be left with 1 (one) share of the Company.
1.4.4.After determining that the number of shares calculated to the shareholders under this decision (hereinafter – the Calculated number of shares) exceeds 150 000 (one hundred and fifty thousand), i.e. the number of shares in the Company after reduction of the Company’s share capital (hereinafter – the Maximum number of shares), the number of shares to the shareholder, who holds the biggest Calculated number of shares, shall be reduced by the number equal to the difference between the Calculated number of shares and the Maximum number of shares.
1.4.5.After determining that Calculated number of shares is less than the Maximum number of shares, the number of shares to the shareholder, who holds the biggest Calculated number of shares, shall be increased by the number equal to the difference between the Calculated number of shares and the Maximum number of shares.
1.5.Prior to presentation of documents to the registrar of the Register of Legal Entities for the registration of documents regarding reduction of the share capital, an application shall be submitted for suspension of the trading in shares of the Company in AB NASDAQ OMX Vilnius stock exchange. It is intended to suspend the trading in shares of the Company until the day on which the registrar of the Register of Legal Entities registers the Articles of Association of the Company with indicated reduced share capital and the Central Securities Depository of Lithuania makes adjustments of general securities account, unless it would be necessary to suspend the above trading for a longer period.
1.6.To establish that after the reduction of the share capital of the Company, the share capital of the Company shall be divided into 150 000 (one hundred and fifty thousand) ordinary registered shares with a par value of LTL 1 (one) each.
2.Approval of the New Wording of the Articles of Association of the Company
Proposed project of decision:
To approve the new wording of the Articles of Association of the Company.
3.Implementation of decisions
Proposed project of decision:
To authorise the General Director of the Company Paulius Kibiša to perform any and all the actions in relation to the reduce of the share capital of the Company, as well as to sign the new wording of the Articles of Association of the Company and to register the new wording of the Articles of Association with the Register of Legal Entities of the Republic of Lithuania, also to prepare, sign and submit the Register of Legal Entities of the Republic of Lithuania and (or) other authorities all necessary documents and take all necessary steps required to implement the above decisions. The General Director of the Company Paulius Kibiša shall be entitled to re-authorise (to issue the Power of Attorney to) any other persons to perform any of the abovementioned actions.
General Director Paulius Kibiša
Further information is provided by General Director Paulius Kibiša, tel. (8 315) 57243.
