On September 28, 2010 during the extraordinary general shareholders meeting of the joint-stock company LIETUVOS ENERGIJA (legal entity code - 220551550, legal status - joint-stock company, address of registered head-office: Žvejų g. 14, Vilnius, the Republic of Lithuania, data about the company are collected and stored at Vilnius branch of VĮ Registrų Centras, Division of Registry of Legal Entities), the following resolutions were adopted: 1. Regarding assets investment of Lietuvos Energija AB and transfer of shares of InterLinks UAB and stakeholder rights of Respublikinis Energetikų Mokymo Centras VŠĮ.” Resolution adopted: I. To approve the resolution of the Management Board of the company dated September 3, 2010: 1. 1. To invest into Technologijų ir Inovacijų Centras UAB (code 302527488, address of the registered head-office Žvejų g. 14, Vilnius): 1.1. monetary funds - LTL 700 000 (seven hundred thousand litas); 1.2. 1,500,000 (one million five hundred thousand) ordinary registered non-material shares of InterLinks UAB (code 301817944, address of registered head-office Žvejų g. 14, Vilnius), i.e. 100 % (one hundred per cent) of shares of this company, the market price of which, determined by independent asset appraiser, is LTL 3,930, 684 (three million nine hundred thirty thousand six hundred and eighty four litas); 1.3. 18,478 (eighteen thousand four hundred seventy eight) ordinary registered non-material shares of Kruonio Investicijos UAB (code 300634954, address of registered head-office Kruonio II k., Kaišiadorių r. sav.), the market price of which, determined by an independent asset appraiser is LTL 662,742 (six hundred sixty two thousand seven hundred and forty two litas); 1.4. other non-current and current assets, the list of which is provided in Attachment No.1 and the market price of which, determined by an independent asset appraiser is LTL 18,823,959.58 (eighteen million eight hundred twenty three thousand nine hundred fifty nine litas and 58 centas) 2. To determine that monetary funds and assets into Technologijų ir Inovacijų Centras UAB are invested by depositing monetary funds and assets as monetary and non-monetary assets, which are used to pay for shares of Technologijų ir Inovacijų Centras UAB, issued while increasing the authorized capital, by depositing 1,500,000 (one million five hundred thousand) ordinary registered non-material shares of InterLinks UAB (code 301817944, address of registered head-office Žvejų g. 14, Vilnius) i.e. 100 % (one hundred per cent) of this company and depositing 18,478 (eighteen thousand four hundred seventy eight) ordinary registered non-material shares of Kruonio Investicijos UAB (code 300634954, address of registered head-office Kruonio II k., Kaišiadorių r. sav.) into Technologijų ir Inovacijų Centras UAB, by transferring the indicated number of shares to Technologijų ir Inovacijų Centras UAB. 3. To determine that for the monetary funds and assets, depositable to Technologijų ir Inovacijų Centras UAB, the Company will receive 24,117,385 (twenty four million one hundred seventeen thousand three hundred and eighty five) nominal value shares of Technologijų ir Inovacijų Centras UAB, which will comprise not less than 50 per cent (fifty per cent) of all shares issued by Technologijų ir Inovacijų Centras UAB and their endowed votes, i.e.: 3.1. The company for the depositable monetary funds - LTL 700,000 (seven hundred thousand litas) will receive 700,000 (seven hundred thousand) ordinary registered shares of Technologijų ir Inovacijų Centras UAB with the nominal value of LTL 1 (one litas); 3.2. The company for the deposited 1,500,000 (one million five hundred thousand) ordinary registered non-material shares of InterLinks UAB (code 301817944, address of registered head-office Žvejų g. 14, Vilnius), i.e. 100 % (one hundred per cent) of shares of this company, will receive LTL 3,930,684 (three million nine hundred thirty thousand six hundred and eighty four) ordinary registered shares of Technologijų ir Inovacijų Centras UAB with nominal value of LTL 1 (one litas); 3.3. The company for the depositable 18,478 (eighteen thousand four hundred seventy eight) ordinary registered non-material shares of Kruonio Investicijos UAB (code 300634954, address of registered head-office Kruonio II k., Kaišiadorių r. sav.), will receive 662,742 (six hundred sixty two thousand seven hundred and forty two) ordinary registered shares of Technologijų ir Inovacijų Centras UAB with nominal value of LTL 1 (one litas); 3.4. The company for other depositable current and non-current assets, the list of which is provided in the Attachment No. 1 will receive 18,823,959 (eighteen million eight hundred twenty three thousand nine hundred and fifty nine) ordinary registered shares of Technologijų ir Inovacijų Centras UAB with the nominal value of LTL 1 (one litas); 4. The asset list of Technologijų ir Inovacijų Centras UAB, intended for depositing, the value of this asset, the number of receivable shares are subject to change as indicated below: 4.1. With regard to the fact that the assets of Technologijų ir Inovacijų Centras UAB, intended for depositing, are used in everyday activity of the Company, and also the fact that from adoption of this resolution until the actual transfer of the assets a certain time period may pass, to determine, that the asset list indicated in the items above, the determined value of the depositable assets, the number of shares of Technologijų ir Inovacijų Centras UAB, receivable in exchange for the depositable assets, a part of these shares and voting rights endowed by them are subject to change (increase or decrease). Due to this reason, the Chief Executive Officer of Lietuvos Energija AB is endowed with a right to sign a contract for signing of newly issuable shares of Technologijų ir Inovacijų Centras UAB and to perform other actions, indicated in this resolution, related to depositing of the monetary funds or assets, if in exchange for the depositable assets the part of shares of Technologijų ir Inovacijų Centras UAB, receivable by the company, decreases not more than 15 per cent (fifteen per cent) of sizes indicated in this resolution. If the allowed 15 per cent change is exceeded, a new resolution must be adopted. A part of shares, receivable in exchange for the depositable assets, may grow indefinitely. 4.2. If by October 31, 2010 there are no possibilities (legal or physical) to deposit a part of assets intended for depositing to Technologijų ir Inovacijų Centras UAB and due to this reason the increasing of authorized capital of Technologijų ir Inovacijų Centras UAB cannot be completed, only such assets will be deposited into Technologijų ir Inovacijų Centras UAB, which can be deposited by, proportionally to the decrease of the depositable assets value, reducing the part of shares of Technologijų ir Inovacijų Centras UAB, receivable in exchange for the depositable assets. In this case the further foreseen change limitations are not applied and a new resolution must not be adopted. 5. The Chief Executive Officer of the Company or another person, authorized by him, is authorized on behalf of the Company to sign all documents requisite for the implementation of this resolution. II. To approve the resolution of the Management Board of the company dated September 3, 2010: 1. To invest in Kruonio Investicijos UAB (code 300634954, address of registered head-office Kruonio II k., Kaišiadorių r. sav.) non-current and current assets, the list of which is provided in Attachment No.2 and the market price of which, determined by an independent asset appraiser, is LTL 130,376,946.25 (one hundred thirty million three hundred seventy six thousand nine hundred and forty six litas). 2. To determine that assets are invested into Kruonio Investicijos UAB by depositing assets as non-monetary asset deposit, by which are paid shares issued while increasing the authorized capital of Kruonio Investicijos UAB. 3. To determine that for the assets, depositable into Kruonio Investicijos UAB, the Company will receive 1,303,769 (one million three hundred three thousand seven hundred and sixty nine) ordinary registered shares of Kruonio Investicijos UAB with the nominal value of LTL 100 (one hundred litas), which will comprise not less than 41 per cent (forty one per cent) of all issued shares of Kruonio Investicijos UAB, and votes endowed by them. 4. The asset list of Kruonio Investicijos UAB, intended for depositing, the value of these assets, the number of receivable shares, are subject to change as indicated below: 4.1. With regard to the fact that the assets of Kruonio Investicijos UAB, intended for depositing, are used in everyday activity of the Company, and also the fact that from adoption of this resolution until the actual transfer of the assets a certain time period may pass, to determine, that the asset list indicated in the items above, the determined value of the depositable value, the number of shares of Kruonio Investicijos UAB, receivable in exchange for the depositable assets, a part of these shares and voting rights, endowed by them, are subject to change (increase or decrease). Due to this reason, the Chief Executive Officer of Lietuvos Energija AB is endowed with a right to sign a contract for signing of newly issued shares of Kruonio Investicijos UAB and to perform other actions, indicated in this resolution, related to depositing of the monetary funds or assets, if a part of shares of Kruonio Investicijos UAB, receivable in exchange for the depositable assets, decreases not more than 15 per cent (fifteen per cent) of sizes indicated in this resolution. If the allowed 15 per cent change is exceeded, a new resolution must be adopted. A part of shares, receivable in exchange for the depositable assets, may grow indefinitely. 4.2. If by October 31, 2010 there are no possibilities (legal or physical) to deposit a part of assets, intended for depositing to Kruonio Investicijos UAB, and due to this reason the increasing of authorized capital of Kruonio Investicijos UAB cannot be completed, only such asset will be deposited into Kruonio Investicijos UAB, which can be deposited, proportionally to the decrease of depositable asset value, by decreasing a part of shares of into Kruonio Investicijos UAB, receivable for the depositable assets. In this case the further foreseen change limitations are not applied and a new resolution must not be adopted. 5. The Chief Executive Officer of the Company or another person, authorized by him, is authorized on behalf of the Company to sign all documents requisite for the implementation of this resolution. III. To approve the resolution of the Management Board of the company dated September 3, 2010: 1. To invest into Elektros Tinklo Paslaugos UAB (code 300072351, address of the registered head-office Motorų g. 2, Vilnius): 1.1. monetary funds - LTL 250,000 (two hundred fifty thousand litas); 1.2. Other non-current and current assets, the list of which is provided in Attachment No. 3 and the market price of which, determined by an independent asset appraiser is LTL 4,486,601.95 (four million four hundred eighty six thousand six hundred one litas and 95 centas). 2. To determine that monetary funds and assets are invested into Elektros Tinklo Paslaugos UAB by depositing monetary funds and assets as monetary and non-monetary asset deposit, by which are paid shares of Kruonio Investicijos UAB, issued while increasing the authorized capital. 3. To determine that for the monetary funds and assets, depositable to Elektros Tinklo Paslaugos UAB, the Company will receive 4,736,601 (four million seven hundred thirty six thousand six hundred and one) ordinary registered shares of Elektros Tinklo Paslaugos UAB with nominal value LTL 1 (one litas), which will comprise not less than 28 (twenty eight) percent of all issued shares of Elektros Tinklo Paslaugos UAB and their endowed votes, i.e.: 3.1. The company for the depositable monetary funds - LTL 250,000 (two hundred fifty thousand litas) will receive 250 000 (two hundred fifty thousand) ordinary registered shares of Elektros Tinklo Paslaugos UAB with nominal value of LTL 1 (one litas); 3.2. The company for other depositable current and non-current assets, the list of which is provided in the Attachment No. 3 will receive 4,486,601 (four million four hundred eighty six thousand six hundred and one) ordinary registered shares of Elektros Tinklo Paslaugos UAB with the nominal value of LTL 1 (one litas); 4. The asset list of Elektros Tinklo Paslaugos UAB, intended for depositing, the value of these assets, the number of shares, receivable in exchange for the latter, are subject to change as indicated below: 4.1. With regard to the fact that the assets of Elektros Tinklo Paslaugos UAB, intended for depositing, are used in everyday activity of the Company, and also the fact that from adoption of this resolution until the actual transfer of the asset a certain time period may pass, to determine that the asset list indicated in the items above, the determined value of the depositable assets, the number of shares of Elektros Tinklo Paslaugos UAB, receivable in exchange for the depositable assets, a part of these shares and voting rights endowed by these shares are subject to change (increase or decrease). Due to this reason, the Chief Executive Officer of Lietuvos Energija AB is endowed with a right to sign a contract for signing of newly issued shares of Elektros Tinklo Paslaugos UAB and to perform other actions, indicated in this resolution, related to depositing of the monetary funds or assets, if a part of shares of Elektros Tinklo Paslaugos UAB, receivable in exchange for the depositable assets, decreases not more than 15 per cent (fifteen per cent) of sizes indicated in this resolution. If the allowed 15 per cent change is exceeded, a new resolution must be adopted. A part of shares, receivable in exchange for the depositable assets, may grow indefinitely. 4.2. If by October 31, 2010 there are no possibilities (legal or physical) to deposit a part of assets, intended for depositing, to Elektros Tinklo Paslaugos UAB and due to this reason the increasing of authorized capital of Elektros Tinklo Paslaugos UAB cannot be completed, only such asset will be deposited which can be deposited, proportionally to the decrease of depositable assets value, by reducing the part of shares of Elektros Tinklo Paslaugos UAB, received in exchange for the depositable assets. In this case the further foreseen change limitations are not applied and a new resolution must not be adopted. 5. The Chief Executive Officer of the Company or another person, authorized by him, is authorized on behalf of the Company to sign all documents requisite for the implementation of this resolution. IV. To approve the resolution of the Management Board of the company dated September 3, 2010: 1. To invest into TETAS UAB (code 300513148, address of the registered head-office Senamiesčio g. 102B, Panevėžys): 1.1. monetary funds - LTL 750,000 (seven hundred fifty thousand litas); 1.2. 430,400 (four hundred thirty thousand and four hundred) ordinary registered non-material shares of Energetikos Pajėgos UAB (code 136046431, address of registered head-office T. Masiulio g. 16D, Kaunas), i.e. 100 % (one hundred per cent) of shares of this company, the market price of which, determined by an independent asset appraiser, is LTL 5,006,443 (five million six thousand four hundred and forty three litas); 1.3. other non-current and current assets, the list of which is provided in Attachment No.4 and the market price of which, determined by an independent asset appraiser is LTL 2,570,989.37 (two million five hundred seventy thousand nine hundred and eighty nine litas). 2. To determine that monetary funds and assets are invested into TETAS UAB by depositing monetary funds and assets as monetary and non-monetary asset deposit, by which are paid shares of TETAS UAB, issued while increasing the authorized capital, by depositing 430,400 (four hundred thirty thousand and four hundred) ordinary registered non-material shares of Energetikos Pajėgos UAB (code 136046431, address of registered head-office T. Masiulio g. 16D, Kaunas) into TETAS UAB, by transferring the indicated quantity of shares to TETAS UAB. 3. To determine that for the monetary funds and assets, depositable to TETAS UAB, the Company will receive 3,469,762 (three million four hundred sixty nine thousand seven hundred and sixty two) ordinary registered shares of TETAS UAB with nominal value LTL 1 (one litas), which will comprise not less than 61 (sixty one) percent of all issued shares of TETAS UAB and their endowed votes, i.e.: 3.1. The company for the depositable monetary funds - LTL 750,000 (seven hundred fifty thousand litas) will receive 312,500 (three hundred twelve thousand five hundred) ordinary registered shares of TETAS UAB with the nominal value of LTL 1 (one litas); 3.2. The Company for the depositable 430,400 (four hundred thirty thousand and four hundred) ordinary registered non-material shares of Energetikos Pajėgos UAB (code 136046431, address of registered head-office T.Masiulio g. 16D, Kaunas), will receive 2,086,017 (two million eighty six thousand and seventeen) ordinary registered shares of TETAS UAB with nominal value LTL 1 (one litas); 3.3. The Company for the depositable other current and non-current assets, the list of which is provided in Attachment No. 4 will receive 1,071,245 (one million seventy one thousand two hundred and forty five) ordinary registered shares of TETAS UAB with the nominal value of LTL 1 (one litas); 4. The asset list of TETAS UAB, intended for depositing, the value of this asset, the number of shares, receivable in exchange, are subject to change as indicated below: 4.1. With regard to the fact that the assets of TETAS UAB, intended for depositing, are used in everyday activity of the Company, and also the fact that from adoption of this resolution until the actual transfer of the assets a certain time period may pass, to determine, that the asset list indicated in the items above, the determined value of the depositable value, the number of shares of TETAS UAB, receivable in exchange for the depositable assets, a part of these shares and voting rights, endowed by them, are subject to change (increase or decrease). Due to this reason, the Chief Executive Officer of Lietuvos Energija AB is endowed with a right to sign a contract for signing of newly issued shares of TETAS UAB and to perform other actions, indicated in this resolution, related to depositing of the monetary funds or assets, if in exchange for the depositable assets, the part of shares of TETAS UAB, receivable by the company, decreases not more than 15 per cent (fifteen per cent) of sizes indicated in this resolution. If the allowed 15 per cent change is exceeded, a new resolution must be adopted. A part of shares, receivable in exchange for the depositable assets, may grow indefinitely. 4.2. If by October 31, 2010 there are no possibilities (legal or physical) to deposit a part of assets, intended for depositing to TETAS UAB, and due to this reason the increasing of authorized capital of TETAS UAB cannot be completed, only such assets will be deposited into TETAS UAB, which can be deposited, proportionally to the decrease of depositable asset value, by decreasing a part of shares of TETAS UAB, receivable for the depositable assets. In this case the further foreseen change limitations are not applied and a new resolution must not be adopted. 5. The Chief Executive Officer of the Company or another person, authorized by him, is authorized on behalf of the Company to sign all documents requisite for the implementation of this resolution. V. To approve the resolution of the Management Board of the company dated September 3, 2010: 1. To invest in Data Logistics Center UAB, a daughter company of Lietuvos Energija AB, of which 100 per cent shares are owned by Lietuvos Energija AB, non-current and current assets, the list of which is provided in Attachment No. 5 and the market price of which, determined by an independent asset appraiser, is LTL 12,417,572.83 (twelve million four hundred seventeen thousand five hundred seventy two litas and 83 centas). 2. To determine that assets are invested into Data Logistics Center UAB by depositing assets as non-monetary asset deposit, by which are paid shares issued while increasing the authorized capital of Data Logistics Center UAB. 3. To determine that for the assets, depositable into Data Logistics Center UAB, the Company will receive 12,417,572 (twelve million four hundred seventeen thousand five hundred and seventy two) ordinary registered shares of Data Logistics Center UAB with nominal value of LTL 1 (one litas), which will comprise 100 per cent (one hundred per cent) of all issued shares of Data Logistics Center UAB, and votes endowed by them. 4. With regard to the fact that the assets of Data Logistics Center UAB, intended for depositing, are used in everyday activity of the Company, and also the fact that from adoption of this resolution until the actual transfer of assets a certain time period may pass, to determine, that the asset list indicated in the item above, the determined value of the depositable assets are subject to change (increase or decrease). Due to this reason, the Chief Executive Officer of Lietuvos Energija AB is endowed with a right to sign a contract for signing of newly issued shares of Data Logistics Center UAB and to perform other actions, indicated in this resolution, related to depositing of assets, if the value of the depositable assets does not change more than 15 per cent (fifteen per cent) of sizes indicated in this resolution. If the allowed 15 per cent change is exceeded, a new resolution must be adopted. 5. If by December 15, 2010 there are no possibilities (legal or physical) to deposit a part of assets, intended for depositing to Data Logistics Center UAB, and due to this reason the increasing of authorized capital of Data Logistics Center UAB cannot be completed, only such assets will be deposited into Data Logistics Center UAB, which can be deposited. 6. The Chief Executive Officer of the Company or another person, authorized by him, is authorized on behalf of the Company to sign all documents requisite for the implementation of this resolution. VI. To approve the resolution of the Management Board of the company dated September 3, 2010: 1. Upon making of shares acquisition and sales contract to transfer to Technologijų ir Inovacijų Centras UAB (code 302527488, address of registered head-office Žvejų g. 14, Vilnius) all stakeholder rights of Respublikinis Energetikų Mokymo Centras owned by Lietuvos Energija AB for 294,246.47 (two hundred ninety four thousand two hundred forty six litas and 47 centas) and to authorize the Chief Executive Officer of Lietuvos Energija AB to perform all requisite actions, related to transfer of stakeholder rights. 2. Regarding acquisition of non-current assets Resolution adopted: 1. Under Item 32.4 of Articles of Association of the joint-stock company Lietuvos Energija, to approve the resolution of the Management Board of the Company, dated August 30, 2010 for the price, determined by an independent appraiser, to acquire from the joint-stock company Visagino Atominė Elektrinė 6.227.836 (six million two hundred twenty seven thousand eight hundred and thirty six) its controlled and owned by right of ownership ordinary registered shares of the joint-stock company Lietuvos Elektrinė. 2. To authorize the Chief Executive Officer of Lietuvos Energija to sign the contract of shares signing of the joint-stock company Lietuvos Elektrinė and to perform other actions, requisite for the acquisition of these shares. 3. Regarding revising of Articles of Association of Lietuvos Energija AB. Resolution adopted: 3.1. To approve the revision of Lietuvos Energija AB articles of association. 3.2. To authorize the Chief Executive Officer of Lietuvos Energija AB under procedure established in the legal acts to sign amended Articles of Association of Lietuvos Energija AB and to perform all actions requisite for the registration of the amended Articles of Association at the Register of Legal Entities. Further information on the resolutions adopted during the extraordinary shareholders meeting of the joint-stock company LIETUVOS ENERGIJA is available on the website of LIETUVOS ENERGIJA www.le.lt Renata Gaudinskaitė +370 5 278 2421
Resolutions Adopted During the Extraordinary General Shareholders Meeting of the Joint-stock company LIETUVOS ENERGIJA on September 28, 2010
| Source: Lietuvos Energija AB