Decisions made during the The Extraordinar General Meeting of Shareholders o the 21st of December2018:
- Regarding acquisition of a plot of land, unique item no. 4400-4522-3343, located at the address of municipality of Vilnius, Vilnius, Talino str. 4A.
It was decided to approve and authorise the board of the Company and the CEO of the Company to enter into agreement value of which exceeds limits indicated in Article 28 of the Articles of Assotiation of the Company („The Board has the right to decide without the consent of the General Meeting of Shareholders to only conclude transactions (unilateral, bilateral, multilateral) whose value /amount or whose obligations do not exceed EUR 150,000") regarding acquisition of a plot of land, unique item no. 4400-4522-3343, located at the address of municipality of Vilnius, Vilnius, Talino str. 4A.
- Regarding acquisition of a plot of land, unique item no. 4400-4176-3193, located at the address of municipality of Kaunas, Kaunas, Jonavos str. 41A.
It was decided to approve and authorise the board of the Company and the CEO of the Company to enter into agreement value of which exceeds limits indicated in Article 28 of the Articles of Assotiation of the Company („The Board has the right to decide without the consent of the General Meeting of Shareholders to only conclude transactions (unilateral, bilateral, multilateral) whose value /amount or whose obligations do not exceed EUR 150,000") regarding acquisition of a plot of land, unique item no. 4400-4176-3193, located at the address of municipality of Kaunas, Kaunas, Jonavos str. 41A.
- Change of the number of members of the Board
It was decided and to increase the number of the Board members from 3 to 5.
- The election of the members of the Board
Vytenis Labanauskas and Redas Kristanavičius were elected to the Board of K2 LT.
- Increase of authorized capital by additional contributions of shareholders
It was decided to increase the authorized capital of the Company by additional contributions from shareholders from EUR 278 827 (two hundred seventy eight thousand eight hundred twenty seven euros) to EUR 497 577 (four hundred ninety seven thousand five hundred seventy seven euros), issuing up to 218 750 (two hundred and eighteen thousand seven hundred and fifty) ordinary registered shares with a nominal value of 1 EUR (one euro).
To determine that by increasing the authorized capital of the Company, the issue price of the newly issued shares is equal to EUR 16 (sixteen euros) per 1 (one euro) share nominal value.
The total issue price of all issues issued by the Company is EUR 3 500 000 (three million five hundred thousand euros).
To grant the right to acquire newly issued shares in proportion to the nominal value of the shares held by the shareholders to the shareholders of the Company who, at the end of the accounting day of the General Meeting of Shareholders (at the end of the tenth day of the business day after the general meeting), owns the shares issued by the Company.
To establish that each shareholder of the Company has a pre-emptive right to acquire the number of shares issued that is proportional to the number of shares owned by the shareholder at the end of the rights accounting day over the period 14 (fourteen) calendar days (counting from of 21st of January 2019).
The notice on the offer by using the pre-emptive right to acquire the shares of the Company and the term during which this right may be exercised will be made publicly available in accordance with the procedure established by the Government for publication of public notices published by the Legal Entity Register Manager and will be submitted to the Register of Legal Entities ("the Register") on the same day. After the Register issues the publication of the offer to use the priority right to acquire new shares the 14 (fourteen) calendar days prescribed for subscription will begin. New shares will be issued by the Company directly to the subscribers who have paid for the shares.
Deadline for payment for the subscribed shares - no later than 5th of February 2019.
To establish that the subscribed shares must be paid by transferring all the price specified in the subscription agreement for the subscribed shares into the Company's bank account specified in the share subscription agreement indicating in the payment order that it is "Payment for subscription new shares of AB K2 LT”. New shares will be considered paid if the total amount for the subscribed shares is transferred to the Company's bank account specified in the subscription agreement not later than on the 15th (fifteenth) calendar day after the notice of the offer is published to use the right of pre-emption to acquire the Company's shares in the Register. If before the expiry of the specified time period all of the price specified in the subscription agreement for subscription shares is not transferred to the account specified in the subscription agreement, such subscription agreement is deemed not concluded and the signatory loses all rights to the shares provided for in such agreement and the paid funds shall be returned within 10 (ten) business days in the shareholder's bank account specified in such share subscription agreement.
Share subscription agreements shall be signed at the premises of the law firm Dominas LEVIN at Vilniaus g. 31, Vilnius. Shares subscription contracts will be signed directly in the presence of a shareholder or his duly authorized person. Contracts will not be accepted by fax, mail or any other means.
Persons authorized by the shareholders of the Company must submit a duly completed and notarized power of attorney (applicable to natural persons and foreign legal persons if such approval is required in accordance with the law of the foreign country concerned).
A shareholder may at his or her discretion not to subscribe or subscribe to for any offered shares in any quantity less than the maximum possible number of shares to be subscribed.
Shareholders will be granted with all of their subscribed and paid shares, but in any case not more than the maximum amount of subscribed shares.
The Board of the Company may cancel this subscription at any time before the expiry of the subscription term foreseen for the shares without giving reasons for such cancellation. In the event of the aforementioned the amounts paid by the shareholders, if any, shall be returned within 10 (ten) business days to the relevant shareholder's bank account specified in the share subscription agreement
The shareholders of the Company shall pay for the newly issued shares of the Company in cash.
To determine that all subscription terms for new shares will be specified in separate share subscription agreements concluded between the Company and the relevant shareholders who will sign for new shares.
If not all of the shares foreseen for the issue are subscribed within the time period granted for subscription the authorized capital of the Company may be increased by the amount of the nominal value of the subscribed shares in accordance with the relevant amendments to be made to the Articles of Association of the Company.
- Regarding the amendment of the Articles of Association
It was decided to amend the Articles of Association of the Company by indicating the amended share capital and the number of members of the Board.
To approve the attached new wording of the Articles of Association.
Authorize (with the right to sub-authorize) the Head of the Company to sign the amended Articles of Association of the Company, to submit them for notarial approval, register in the Register of Legal Entities and to perform other related actions.