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2008-06-19 08:52:09 CEST 2008-06-19 08:53:09 CEST REGULATED INFORMATION Sanitas AB - Notification on material eventDraft resolutions of the Extraordinary General Shareholders MeetingOn June 18, 2008 Management Board of Sanitas AB, company‘s identification code 1341 36296, official seat Vytauto ave. 3, LT-44354, Kaunas, proposed draft resolutions of the Extraordinary General Shareholders Meeting which will take place on July 2, 2008 at 15.00 p.m. at „Holiday Inn“ hotel (Seimyniskiu str. 1, Vilnius): 1. On the amendment of the Stock Option Plan of Sanitas AB. Draft resolution proposed to the General Shareholders Meeting: Sanitas AB Stock Option Plan approved on April 27, 2007 provides a possibility additionally promote and motivate employees of the company and it‘s secondary companies (hereinafter - Employees) by giving them an opportunity to acquire shares of the company. By the resolution of the Management Board and major shareholders review of company‘s strategic alternatives is being performed and possibilities to increase company‘s value are being analysed. Certain suggestions can be proposed to the shareholders by accepting which the implementation of mentioned Stock Option Plan may face difficulties. Taking into consideration stated above it is decided: 1.1. with reference to parts 5 and 6 of Stock Option Plan to issue additional emission of 750 000 (seven hundred and fifty thousand) company‘s shares establishing the price of one share LTL 16 (sixteen litas) and allow the Employees to acquire these shares; 1.2. to assign the Management Board to approve the list of Employees having the right to acquire shares of the new emission; 1.3. to suspend company‘s Stock Option Plan and consider it as void after the admission and full implementation of below proposed resolutions of this General Shareholders Meeting; 1.4. to assign the Management Board to amend and implement Stock Option Plan if the resolution of the General Shareholders Meeting on the increase of the authorized capital remains unimplemented. 2. On the increase of authorized capital of Sanitas AB. Draft resolution proposed to the General Shareholders Meeting: 2.1. with reference to provisions of the Law on Companies of Republic of Lithuania to increase authorized capital of Sanitas AB to LTL 31 855 920 (thirty one million eight hundred fifty five thousand nine hundred and twenty litas) by issuing additional 750 000 (seven hundred and fifty thousand) ordinary nominal shares, nominal value LTL 1 (one litas); 2.2. authorized capital is increased by additional monetary contributions. Price of one share of emission is LTL 16 (sixteen litas), total amount of emission is LTL 12 000 000 (twelve million litas); 2.3. to authorize the Management Board following this resolution to increase authorized capital and to determine period of the distribution of the shares, terms of shares subscription agreements, their signing and share payment order according to this resolution and applicable legal acts; 2.4. authorized capital is increased by the amount of nominal value of signed shares if not all shares are signed during the period established by the Management Board. By this resolution Management Board is assigned to change the size of authorized capital and number of the shares in the articles of association accordingly and to register articles of association into the register of legal entities. 3. On the revocation of the priority right to buy newly issued shares. Draft resolution proposed to the General Shareholders Meeting: 3.1. to revoke the priority right of all shareholders of the company to acquire newly issued 750 000 (seven hundred and fifty thousand) Sanitas AB ordinary nominal shares according to the article 20 part 1 para 12, article 28 part 2 and article 57 part 5 of the Law on Companies of Republic of Lithuania; 3.2. the reason of the priority right revocation - to render Employees a possibility to acquire newly issued shares by seaking to promote and motivate them; 3.3. to provide the exclusive right to acquire all newly issued 750 000 (seven hundred and fifty thousand) Sanitas AB ordinary nominal shares, nominal value LTL 1 (one litas) to Finasta riziku valdymas UAB, code 300045450, registered office address Vilnius city municipality, Vilnius city, Konstitucijos ave. 23, for total LTL 12 000 000 (twelve million litas) emission price; 3.4. shares subscription agreement signed between the company and Finasta riziku valdymas UAB must contain a provision that all shares have to be sold to Employees according to the list, conditions and terms set by the Management Board. 4. On the amendment of the articles of association of Sanitas AB. Draft resolution proposed to the General Shareholders Meeting: 4.1. considering the resolutions of the General Shareholders Meeting to approve amendments of Sanitas AB articles of association and new wording of articles of association prepared taking into account these changes; 4.2. to authorize company‘s general manager Saulius Jurgelenas to sign amendments of articles of association of Sanitas AB and to register amended articles of association into the register of legal entities. Alina Nausedaite Jurist + 370 37 20 06 62 |
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