Grigiskes AB - Notification on material event

GRIGISKES AB: Resolutions of Extraordinary General Meeting held on 19-12-2011

Vilnius, Lithuania, 2011-12-19 14:35 CET (GLOBE NEWSWIRE) -- The Extraordinary
General Meeting of shareholders of GRIGISKES AB was held on 19-12-2011. The
Meeting made following resolutions: 

  -- Whereas following paragraph 7 of Article 49 of the Law of the Republic of
     Lithuania on Companies, the decisions of the General Meeting of
     Shareholders regarding the increase of the authorised capital of the
     Company adopted on 26 April, 2011, (questions 6-8 of the agenda of the said
     General Meeting of Shareholders) are deemed to be void from 26 October,
     2011, but the intentions of the Company regarding the issue and placement
     of the new issue of Company's shares as provided in the said decisions of
     the General Meeting of Shareholders have not changed, 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. New Shares will be admitted to the said
Main List of AB NASDAQ OMX Vilnius based on  the Prospectus for admission of
the shares of the Company to the Main List of AB NASDAQ OMX Vilnius approved by
  the Securities Commission of the Republic of Lithuania on 16 May, 2011
(resolution No. 2K-101). 

  -- 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 toacquire 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 “GRIGISKES” 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. 

To amend paragraphs 5.1 and 9.1 of the Articles of Association of public
limited liability company “GRIGISKES” and to read them as follows: 

„5.1. The Company achieves civil rights, assumes civil duties and implements
them through its bodies. Company's Organs: 

5.1.1. General Meeting of Shareholders;
5.1.2. Supervisory Board;
5.1.3. Board;
5.1.4. Company manager - President.“

„9.1. The Company manager - President - is a single-person management body of
the Company. The manager of the Company organises and executes commercial
business activities of the Company. In his activities, the manager of the
Company shall be guided by laws and other legal acts, the Articles of
Association of the company, decisions of the General Meeting of Shareholders,
decisions of the Supervisory Board and the Board, and his job description.“ 

With regard to the resolution above, as well as the requirements of the new
edition of the Law of the Republic of Lithuania on Companies which came into
effect from 5 July, 2011 and Statistical Classification of Economic Activities
(NACE rev. 2.) to amend the Articles of Association of public limited liability
company “GRIGISKES”, approving their new wording, and to authorise the General
Manager of the Company Gintautas Pangonis to sign the Articles of Association. 

If not all the New Shares are subscribed for during the intended share
subscription period and / or due to any reasons the Board of the Company
decides to hold that the increase of the authorised capital of the Company has
not taken place, the Board of the Company will indicate in the Articles of
Association of the Company the amount of the authorised capital and the number
of shares indicated in the valid Articles of Association of the Company and
submit the amended Articles of Association to the manager of the Register of
Legal Entities. 


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