City Service - Notification on material event

Regarding the intended cross-border merger of the company and preparation of the common draft terms of cross-border merger

Vilnius, Lithuania, 2015-05-20 15:50 CEST (GLOBE NEWSWIRE) -- On 19 May 2015
the Board of AB “City Service” (hereinafter, the “Company”), implementing the
decisions of the annual general meeting of shareholders of the Company, dated
30 April 2015, regarding participation of the Company in the formation of the
European company (Societas Europaea), have prepared the common draft terms of
cross-border merger (hereinafter, the “Merger Terms”) of the Company and City
Service EU AS. They shall be applicable to the intended cross-border merger
(hereinafter, the “Merger”) between the Company and City Service EU AS, whereby
the Company shall be merged to City Service EU AS and shall be dissolved
without going into liquidation, and City Service EU AS shall take over all
assets, rights and liabilities of the Company and shall continue its activities
following the Merger. 

Under the Merger Terms:

1) the company which is being acquired upon the cross-border merger (the
acquired company): AB “City Service” (registered address: Konstitucijos Av. 7,
Vilnius, the Republic of Lithuania, corporate ID code: 123905633, register
where the information about the company is kept and stored is the Register of
Legal Persons of the Republic of Lithuania); 

2) the company which is participating in the cross-border merger (the acquiring
company): City Service EU AS (registered address: J. Kunderi St. 8a, Tallinn,
Republic of Estonia, corporate ID code: 12827710, register where the
information about the company is kept and stored is the Commercial Register of
the Republic of Estonia); 

3) manner of the Merger: merger by acquisition;

4) the company which shall be dissolved after the Merger: AB “City Service”;

5) the company resulting from the Merger: City Service EU AS. The name of the
company, resulting from the Merger shall be City Service AS; 

6) the assets, rights and liabilities of the company that shall be dissolved
after the Merger shall be transferred to the company that shall continue its
activities after the Merger, also, the rights and liabilities under the
transactions of the company that shall be dissolved after the Merger shall be
transferred to the company which shall continue its activities after the Merger
as from the moment, indicated in the Merger Terms; 

7) following the Merger, the governance structure shall remain the same as is
established in the Company prior to the Merger, save for changes under the
mandatory Estonian law requirements. The bodies of the company resulting from
the Merger shall be: the General Meeting of Shareholders, the Supervisory Board
consisting of 3 to 5 members elected for a term of 4 years, and the Management
Board consisting of 1 Board member elected for a term of 4 years. 

The Merger shall be carried out only in case the general meeting of
shareholders of the Company will adopt the decision on approval the Merger, the
Merger Terms and on other related issues under the procedure, established in
the legal acts of the Republic of Lithuania. 

The documents related to the Merger (the Merger Terms, the valuation report of
the Merger Terms, the Merger Report, the sets of financial statements and other
documents provided by laws) shall be made available pursuant to the procedure
established by the applicable laws on business days (from 9 am till noon) at
the address of the Company at Lvovo st. 25, Vilnius, the Republic of Lithuania.
All the documents, related to the Merger are also announced in the internet
page of the Company www.cityservice.lt. 

Annexes:

1) Merger Terms (with annexes, including the Articles of Association of the
company, which will continue after the Merger); 

2) Valuation report of the Merger Terms;

3) Merger Report.




         Vilius Mackonis
         Director of Marketing and Communication Department
         + 370 5 239 4900

Attachments:

CS Merger terms EN.pdf

CS Valuation report of the Merger Terms EN.pdf

CS Merger report EN.pdf