Anyksciu Vynas AB - Notification on material event

Decisions of extraordinary general meeting of shareholders of public limited liability company ANYKŠČIŲ VYNAS

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.

Attachments:

Articles of Association AV 1.2istatai patvirtinti.pdf