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2010-02-11 15:35:59 CET 2010-02-11 15:37:05 CET REGULATED INFORMATION This message has been corrected. Click here to view the corrected message Snaige AB - Notification on material eventDecisions project of the shareholder meeting of 5 March 20101. Convertible bonds issue; 2. Cancellation of a preemptive right. 3. Inclusion of convertible bonds issue into “NASDAQ OMX Vilnius” stock exchange debt securities list; 4. Change of articles of the Company related with increase of the Company's subscribed capital; 5. Change of articles of the Company; 6. Grant of authorization. Proposed decisions project: 1. Convertible bonds issue; 1. To issue Company‘s convertible bonds (hereinafter - Bonds) under the following conditions: 1.1. Number of issued Bonds - up to 80 500 (eighty thousand five hundred) units; 1.2. Nominal value of one Bond - 100,- EUR (one hundred Euros); 1.3. Total nominal value of the issue - up to 8 050 000 EUR (eight million fifty thousand Euros); 1.4. Rights provided by the Bonds: at the redemption day to receive preset interest or convert Bonds to Company‘s ordinary shares according to the conversion ratio specified in this meeting decisions and Bonds subscription agreement; 1.5. Shares, to which one Bond is convertible: 1.5.1. Class - ordinary shares; 1.5.2. Number - 387 (three hundred eighty seven) units; 1.5.3. Nominal value - 1 LTL (one litas); 1.5.4. Rights provided: 1.5.4.1. To participate in the management of the Company; 1.5.4.2. To receive a dividend; 1.5.4.3. To receive a part of Company's assets after liquidation; 1.5.4.4. To receive free shares if the Company's share capital is increased from the Company's capital; 1.5.4.5. Preemptive right to subscribe to newly issued shares or bonds of the Company, with the exceptions described in the Company's articles of association and legal acts; 1.5.4.6. To give loans for the Company as described in legal acts; 1.5.4.7. To sell or in any other way transfer all or part of the shares, or to bequeath the shares in a will; 1.5.4.8. To participate and to vote in the shareholder meetings. This right can be prohibited or limited as described in the legal acts of Lithuanian Republic, and then the ownership rights are disputed; 1.5.4.9. According to the articles of association and other legal acts, to receive information about Company's activities; 1.5.4.10. Other material and immaterial rights specified in legal acts and in the articles of the Company. 1.6. Ratio, by which bonds are convertible into ordinary shares of the Company - 1:387 (one bond is convertible to 387 ordinary shares); 1.7. Bonds redemption date - 368th day after the end of Bonds subscription period. Bonds are convertible into shares on the redemption day; 1.8. Annual interest rate - 12% (twelve percent); 1.9. Method of interest payment: interest is paid in one payment when redeeming the Bonds; 1.10. Bonds are redeemed in Euros; 2. Cancellation of a preemptive right; To cancel the preemptive right of the shareholders of the Company to acquire issued Bonds which is provided by the article 57 of the Lithuanian Republic public companies law. 2.1. Reason for cancellation: the preemptive right is cancelled in order to ensure favorable conditions for all interested investors to acquire issued Bonds. 2.2. Persons allowed acquiring Bonds after cancellation of the preemptive right: after the preemptive right of the shareholders of the Company is cancelled, all interested institutional and private investors are allowed to acquire issued Bonds. 2.3. Number of bonds available for acquisition after cancellation of the preemptive right: the cancellation of the preemptive right of the shareholders of the Company is valid for the whole Bonds issue. 3. Inclusion of convertible bonds issue into “NASDAQ OMX Vilnius” stock exchange debt securities list; After the end of bonds subscription period to submit an application to the management board of AB „NASDAQ OMX Vilnius“ with a request to include the issued bonds in the debt securities list of the „NASDAQ OMX Vilnius“ stock exchange. 4. Change of articles of the Company related with increase of the Company's subscribed capital; Change of articles of the Company if after the bonds redemption date there are Bonds which were converted into shares, to increase the Company‘s subscribed capital by the nominal value of shares to which the Bonds were converted. 5. Change of articles of the Company; Change of articles of the Company (addition “The new edit of Snaige, AB articles”). 6. Grant of authorization To authorize (with the right to reauthorize) and to oblige Company‘s director general: 6.1. To sign an agreement with the public turnover intermediary UAB FMĮ „Orion securities“, enterprise code 1220 33915, regarding to the processes needed to be taken to implement this meeting‘s decision of issuing convertible Bonds; 6.2. To sign Bonds subscription agreements, while setting other parts of the agreement at discretion; 6.3. To sign all other documents related to the subscription of Bonds, registration of Bonds in the Central Securities Depository of Lithuania, inclusion of bonds into the debt securities list of “NASDAQ OMX Vilnius” stock exchange. 6.4. To sign changed articles of the Company after the increase in subscribed capital and number of ordinary shares and to provide the articles to the enterprise register of Lithuania; 6.5. To sign changed and confirmed by shareholders in shareholders meeting the new edit articles of the Company and to provide the articles to the enterprise register of Lithuania; 6.6. To execute any other actions, related to the implementation of the decisions of this meeting. Managing Director Gediminas Čeika +370 315 56206 |
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