City Service - Notification on material event

Cross-border merger of AB “City Service” and City Service AS was completed

Vilnius, Lithuania, 2015-08-11 14:30 CEST (GLOBE NEWSWIRE) -- Please be
informed that the cross-border merger (hereinafter, the “Merger”) of AB “City
Service” and City Service AS (former name - City Service EU AS) was completed
on 10 August 2015 (hereinafter, the “Merger Date”). 

Following completion of the Merger, on the Merger Date AB “City Service” was
merged into City Service AS, which has taken over all assets, rights and
liabilities of AB “City Service”. AB “City Service” was dissolved without going
into liquidation and City Service AS continues the activities and is the legal
successor of AB “City Service”, i.e. the company resulting from the Merger.
City Service AS detailed contacts are attached in the annex. 

Upon implementation of the Merger, all the shareholders of AB “City Service”
became the shareholders of City Service AS directly holding 100 per cent of all
votes and shares in City Service AS. The shares of AB “City Service” were
exchanged to shares of City Service AS under the proportion 1:1, i.e. each
shareholder of AB “City Service” was issued, allotted and given 1 newly issued
share of City Service AS of EUR 0.30 nominal value each for 1 ordinary
registered share of AB “City Service” of EUR 0.30 nominal value each. 

The shares of City Service AS for the former shareholders of AB “City Service”,
who have opened securities accounts in the Central Securities Depository of
Estonia, are transferred directly into such accounts. The shares of other
shareholders are accounted through the chain of intermediaries (custodians) -
in the nominee account of the Central Securities Depository of Lithuania, as
well as accounting thereof with the intermediaries, who currently manage the
shares of AB “City Service” in their personal securities accounts. 

City Service AS (name until finalisation of the Merger was City Service EU AS)
until the Merger acted and following completion of the Merger acts under the
applicable Estonian laws. Accordingly, following completion of the Merger the
issues, related to scope of rights of shareholders of the company, realisation
thereof, competence of the general meeting of shareholders, order of
convocation and decision making process thereof are regulated under the
Estonian legal acts. Taking into consideration the above, we hereby repeatedly
attach a short summary regarding regulation of the indicated issues under the
Estonian legal acts (analoguos summary was attached to the notification on
material event, dated 6 August 2015). 

The authorized capital of City Service AS is the same as it was of AB “City
Service”, the company which ceased to exist after the Merger - EUR 9,483,000,
which is divided into 31,610,000 ordinary registered shares with the nominal
value of EUR 0.30 each; ISIN code of shares - EE3100126368. 

The supervisory board and the management board of City Service AS, which
continues after the Merger has not been changed - Andrius Janukonis (Chairman),
Gintautas Jaugielavičius and Artūras Gudelis continue operating as members of
the supervisory board of the company and Jonas Janukėnas - as the member of the
management board. 

Following completion of the Merger, City Service AS intends to take the actions
regarding conversion of the company into the European company (Societas
Europaea), as well as regarding introduction of company's shares to trading on
the Warsaw Stock Exchange, as it is established in the decisions of the general
meeting of shareholders of AB “City Service”, dated 30 April 2015. 

Annexes:

1. Articles of Association of City Service AS

2. General information on rights of shareholders, competence of the general
meeting of shareholders, order of convocation and decision making thereof, as
well as order of realisation of shareholders' rights in the meeting under the
Estonian legal acts 

3. City Service AS detail contacts






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

Attachments:

Information on rights of shareholders SM realisation of shareholders rights under the EST .pdf

City Service AS Articles of Association.pdf

City Service AS details.pdf