Grigiskes AB - Notification on material event

GRIGISKES AB: Resolutions of General Meeting held on 26-04-2011

Vilnius, Lithuania, 2011-04-26 16:16 CEST (GLOBE NEWSWIRE) -- The General
Meeting of shareholders of Grigiskes AB was held on 26-04-2011. The meeting
heard the consolidated annual report of the Company for the year 2010 and the
Auditor's report for the year 2010 and made following resolutions: 

  -- to approve the the set of consolidated annual financial statements and
     annual financial statements of the Company for the year 2010;
  -- to approve the appropriation of Company's profit for the year 2010: for
     dividends to distribute LTL 0,02 (0,006 EUR) per ordinary registered share
     and to pay in total LTL 1 200 000 (374.544 EUR) of dividends, to
     appropriate LTL 75.985 (22.007 EUR) to the legal reserves and to
     appropriate LTL 100.000 (28.962 EUR) for the other payments (tantiemes).
  -- to elected to the Supervisory council of GRIGISKES AB: mr. Norimantas
     Stankevičius, mr. Tautvilas Adamonis, mr. Romualdas Juškevičius, mrs. Daiva
     Duksienė and mr. Algimantas Goberis.
  -- To increase the authorised capital of the Company with additional
     contributions from LTL 60,000,000 (sixty million litas) to LTL 70,000,000
     (seventy million litas), by issuing no more than 10,000,000 (ten million)
     ordinary registered shares LTL 1 (one litas) par value each (hereinafter,
     the “New Shares”).
     The minimal issue price of each newly issued ordinary registered share of
     the Company, the total number of which may be up to 10,000,000, is LTL 1
     (one litas). The total minimal issue price of the New Shares is up to LTL
     10,000,000 (ten million litas), depending on the final number of the issued
     New Shares.
     If not all the New Shares are subscribed for within the period intended for
     subscription for the shares, the authorised capital of the Company will be
     able to be increased by the total par value of the newly subscribed shares.
     In this case, the Board of the Company will have the discretion to decide
     whether, in case not all the New Shares are subscribed for, the increase of
     the authorised capital of the Company is to be regarded as having taken
     place and (if yes) the authorised capital of the Company must be increased
     by the total par value of the newly subscribed shares.
     To instruct the Board of the Company to draft and establish the detailed
     conditions and procedure of subscription and payment for the New Shares and
     to determine other conditions of offering the new share issue that have not
     been discussed in the resolution of the general meeting of shareholders
     (including, without limitation, the final issue price of the New Shares,
     the final number of the issued New Shares, etc.).To initiate the admission
     of all the newly issued shares of the Company to the Main List of AB NASDAQ
     OMX Vilnius and to authorise the Board of the Company to perform any and
     all related actions, including, without limitation, to approve and to
     present to the Securities Commission of the Republic of Lithuania the
     prospectus for admission of the New Shares to the regulated market (the
     Main List of AB NASDAQ OMX Vilnius) for approval.

  -- Following paragraph 1(13) of Article 20 and paragraph 5 of Article 57 of
     the Law of the Republic of Lithuania on Companies, also referring to the
     announcement of the Board of the Company regarding the withdrawal of the
     pre-emptive right of the Company's shareholders to acquire newly issued
     shares of the Company and granting of the right to acquire the shares, to
     withdraw the pre-emptive right of all the shareholders of the Company to
     acquire up to 10,000,000 (ten million) ordinary registered shares issued by
     the Company.
     The Company is considering raising additional equity capital via a private
     placement to institutional investors to finance expansion of its operations
     and to strengthen its shareholders' base. To accomplish this goal, the
     Company proposes the increase of the authorised capital of the Company as
     well as withdrawal of the pre-emptive right of its current shareholders.
     To analyse the available options and to secure the required assistance in
     placing the shares, the Company has retained UAB “SEB Enskilda”, a private
     limited liability company, legal entity code 221949450, the address of the
     registered office at Gedimino pr. 12, Vilnius (hereinafter, “SEB
     Enskilda”), to act as an Arranger and a Lead Manager of the potential
     transaction.
     The Company is proposing to undertake a private placing to institutional
     investors, which it considers to be more appropriate and practical
     alternative for raising additional equity than a public offering, which
     would have to be executed in case the pre-emptive right of the current
     shareholders of the Company were exercised. Furthermore, the indicated
     structuring of the transaction (including withdrawal of the pre-emptive
     right) would ensure that the Company is flexible with its timing as well as
     with its length, as the transaction would not be subject to issue and
     approval of the prospectus as well as to certain other restrictions on the
     earliest date of starting the offering and the shortest period of
     subscription for shares.
     Due to the nature of the envisaged transaction, SEB Enskilda may need to
     borrow a certain amount of existing shares from one of the current
     shareholders to facilitate settlement of the transaction. It is intended
     that such borrowed shares will be used for settlement with investors,
     whilst the Arranger will use the proceeds to subscribe for the new issue
     shares and return the shares to the lender.
     For the reasons indicated above and as a technical measure, it is sought to
     withdraw the pre-emptive right of the current shareholders of the Company
     to acquire the shares to be newly issued and to grant the right to acquire
     such shares to SEB Enskilda. It is hereby suggested to grant SEB Enskilda
     the right to subscribe for and acquire newly issued shares of the Company
     (up to 10,000,000) in its contemplated role of the Arranger.
     Furthermore, for the purpose of the aforementioned potential transactions,
     a current shareholder of the Company UAB “GINVILDOS INVESTICIJA”, legal
     entity code 125436533, the address of the registered office at Turniškių
     st. 10A-2, Vilnius, consented to lend a relevant amount of the outstanding
     and paid shares of the Company, equal to the maximum number of the New
     Shares to be issued during this increase of the authorised capital of the
     Company (i.e. up to 10,000,000 shares), to SEB Enskilda in its contemplated
     role of the Arranger.

  -- With regard to the adopted resolution to increase the authorised capital of
     the Company, to amend paragraphs 3.1 and 4.1 of the Articles of Association
     of public limited liability company “GRIGIŠKĖS” and to read them as
     follows:
     “3.1. The authorised capital of the Company shall be equal to LTL
     70,000,000 (seventy million litas).”
     “4.1. The authorised capital of the Company shall be divided into
     70,000,000 (seventy million) ordinary registered shares. The par value of
     one share shall be equal to LTL 1 (one litas).”
     If not all the New Shares are subscribed for during the intended share
     subscription period and the Board of the Company decides to hold that the
     increase of the authorised capital of the Company has still taken place,
     the Board of the Company will amend the amount of the authorised capital
     and the number of shares indicated in the Articles of Association of the
     Company accordingly.
     With regard to the resolution above as well as the requirements of the new
     edition of the Law on Companies the Republic of Lithuania, came into effect
     from October 1, 2010, to amend the Articles of Association of public
     limited liability company “GRIGIŠKĖS”, approving their new wording, and to
     authorise the General Manager of the Company Gintautas Pangonis to sign the
     Articles of Association.


         Gintautas Pangonis
         General Director
         (+370-5) 243 58 01

Attachments:

GRI2010 responsible confirmation EN.pdf

GRI2010 audited annual accounts EN.pdf

GRI2010 annual report EN.pdf

GRI2010 Governance codex EN.pdf