|
|||
2009-02-23 15:15:38 CET 2009-02-23 15:16:39 CET REGULATED INFORMATION Snaige AB - Notification on material eventDecisions of shareholders extraordinary general meetingExtraordinary general meeting of shareholders held on February 23th in 2009 passed the following decision: 1. Convertible bonds issue and increase of subscribed capital. A. To issue Company‘s convertible bonds (hereinafter - Bonds) under the following conditions: 1.1. Number of issued Bonds - 75 000 (seventy five thousands) units; 1.2. Nominal value of one Bond - 100,- EUR (one hundred Euros); 1.3. Total nominal value of the issue - 7 500 000 EUR (seven millions five hundred thousand Euros ); 1.4. The shareholders of the company have a preemptive right to acquire issued Bonds proportionally to nominal value of shares, which they owned on the rights accounting day of this general shareholder meeting, during the first 14 subscription days. After the end of this period all the other investors are also allowed to acquire issued bonds. 1.5. Rights provided by the Bonds: at redemption day to receive preset interest or convert Bonds to Company‘s ordinary shares according to the conversion ratio specified in this meeting decisions and Bonds subscription agreement; 1.6. Shares, to which one Bond is convertible: 1.6.1. Class - ordinary shares; 1.6.2. Number - 345 (three hundred forty five) units; 1.6.3. Nominal value - 1 LTL (one litas); 1.6.4. Rights provided: 1.6.4.1. To participate in the management of the Company; 1.6.4.2. To receive a dividend; 1.6.4.3. To receive a part of Company's assets after liquidation; 1.6.4.4. To receive free shares if the Company's share capital is increased from the Company's capital; 1.6.4.5. Preemptive right to subscribe to newly issued shares or bonds of the Company, with the exceptions described in the Company's articles of association and legal acts; 1.6.4.6. To give loans for the Company as described in legal acts; 1.6.4.7. To sell or in any other way transfer all of part of the shares, or to bequeath the shares in a will; 1.6.4.8. To participate and to vote in the shareholder meetings. This right can be prohibited or limited as described in the legal acts of Lithuanian Republic, and then the ownership rights are disputed; 1.6.4.9. According to the articles of association and other legal acts, to receive information about Company's activities; 1.6.4.10. Other material and immaterial rights specified in legal acts and in the articles of the Company. 1.7. Ratio, by which bonds are convertible into ordinary shares of the Company - 1:345 (one bond is convertible to 345 ordinary shares); 1.8. Bonds redemption date - 367th day after the end of Bonds subscription period. Bonds are convertible into shares on the redemption day; 1.9. Maximum annual interest rate - 18% (eighteen percent); 1.10. Method of interest payment: interest is paid in one payment when redeeming the Bonds; 1.11. Bonds are redeemed in Euros; B. If after the bonds redemption date there are Bonds which were converted into shares, to increase the Company‘s subscribed capital by the nominal value of shares to which the Bonds were converted. 2. Grant of authorization To authorize (with the right to reauthorize) and to oblige Company‘s director general: To sign an agreement with the public turnover intermediary UAB FMĮ „Orion securities“, enterprise code 1220 33915, regarding to the processes needed to be taken to implement this meeting‘s decision of issuing convertible Bonds; 2.1. To sign Bonds subscription agreements, while setting other parts of the agreement at discretion; 2.2. To sign changed articles of the Company after the increase in subscribed capital and number of ordinary shares and to provide the articles to the enterprise register of Lithuania; 2.3. To execute any other actions, related to the implementation of the decisions of this meeting. Finance Director acting at interim as Managing Director Neringa Menciuniene +370 315 56205 |
|||
|