Anyksciai, Lithuania, 2012-07-26 13:15 CEST (GLOBE NEWSWIRE) -- The following decisions were adopted in the extraordinary general meeting of shareholders of public limited liability company ANYKŠČIŲ VYNAS (hereinafter, the “Company”) held on 26 July 2012:
1. Reduction of the authorised capital of the Company (method: by cancelling shares; purpose: to cancel the losses recorded in the balance sheet of the Company)
Following item 1 of part 2, as well as item 2 of part 3 of Article 52 of the Law on Companies, to reduce the authorised capital of the Company by LTL 17,000,000 (seventeen million litas), i.e. from LTL 37,000,000 (thirty seven million litas) to LTL 20,000,000 (twenty million litas), by annulling and announcing as invalid 17,000,000 (seventeen million) ordinary registered shares of the Company par value of LTL 1 (one litas) each.
The purpose of reduction of the authorised capital of the Company – to cancel the losses recorded in the balance sheet of the Company.
The reduction of authorised capital of the Company is done by cancelling the Companies’ shares.
The number of shares owned by the shareholders of the Company is reduced according to the following order:
(i) the shares are cancelled to all the shareholders of the Company in proportion to the nominal value of shares owned by them.
(ii) the number of shares attributable to shareholders of the Company, who at the end of the day of registration of amended Company’s Articles of Association hold 1 (one) and more shares, 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 ratio 0.540541 (reduced authorised capital of the Company divided by the current authorised capital, and rounding off the received meaning by six digits after the decimal point), further rounding off in the following order:
(a) if the calculated fractional part of number of shares of the Company is equal to 0.5 or bigger – the number of shares shall be rounded up to the whole number;
(b) if the calculated fractional part of number of shares of the Company is lesser than 0.5 – the number of 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 to the shareholders of the Company).
The shareholders, who under the rules of share exchange stipulated in this decision after rounding-off are attributed the number of shares (hereinafter – the Calculated number of shares) lesser than 1 (one), shall be left with 1 (one) share of the Company.
If the Calculated number of shares to all the shareholders, determined according to the aforementioned rules, exceeds 20,000,000 (twenty million), i.e. the number of shares in the Company after reduction of the Company’s authorised 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 to all the shareholders and the Maximum number of shares in order that the Company’s authorised capital would be constituted from the Maximum number of shares.
If the Calculated number of shares to all the shareholders, determined according to the aforementioned rules 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 to all the shareholders and the Maximum number of shares in order that the Company’s authorised capital would be constituted from the Maximum number of shares.
To establish, that prior to presentation of documents to the Register of Legal Persons for registration regarding reduction of the authorised capital of the Company, an application shall be submitted for suspension of the trading in Company’s shares in AB NASDAQ OMX Vilnius stock exchange. It is intended to suspend the trading in Company’s shares until the day on which the Register of Legal Persons registers the Articles of Association of the Company with indicated reduced authorised capital and the Central Securities Depository of Lithuania makes adjustments of general securities account, unless it would be necessary to suspend the trading for a longer period.
To establish that after reduction of the authorised capital of the Company, its authorised capital shall be divided into 20,000,000 (twenty million) ordinary registered shares with a par value of LTL 1 (one litas) each.
2. Approval of the new wording of the Articles of Association of the Company with regard to reduction of the authorised capital of the Company
Taking into consideration the reduction of the authorised capital of the Company, to amend the Articles of Association of the Company, indicating the amended amount of authorised capital and the number of shares of the Company and to approve the attached wording of Articles of Association of the Company.
3. Election of the member of the Board of the Company
To elect Vaidas Mickus as a Board member replacing the resigned Board member Loreta Nagulevičienė till the expiry of the term of office of the current Board.
4. Provision of authorisations to the Manager of the Company
To authorise and obligate (with a right to delegate) the Manager of the Company to sign the amended Articles of Association of the Company and register them, as well as a new member of the Board of the Company with the Register of Legal Persons and to execute any other actions in connection therewith.
Additional information is provided by director Audrius Zuzevičius, +370 381 50299.
