City Service - Notification on material event

An application was filed with the Estonian Commercial Register for registration of finalisation of the cross-border merger of AB „City Service“ and City Service AS

Vilnius, Lithuania, 2015-08-06 12:00 CEST (GLOBE NEWSWIRE) -- Please be
informed that on 5 August 2015 City Service EU AS (the name following the
merger will be City Service AS) has filed an application to Estonian Commercial
Register for the registration of the new Articles of Association of the company
(the registration will be done not later than within 5 business days as from
application). Upon registration of the merger and new Articles of Association
of City Service AS with the Estonian Commercial Register, the cross-border
merger of AB “City Service” and City Service AS (hereinafter, the “Merger”)
will be completed (hereinafter, the “Merger Date”). 

On the Merger Date AB “City Service” will be merged into City Service AS, which
will take over all assets, rights and liabilities of AB “City Service”. AB
“City Service” will be dissolved without going into liquidation and City
Service AS will continue the activities and will be the legal successor of AB
“City Service”, i.e. the company resulting from the Merger. 

Furthermore, on the Merger Date, all the shareholders of AB “City Service” will
become the shareholders of City Service AS, directly holding 100 per cent of
all votes and shares in City Service AS. During implementation of the Merger,
of the Merger Date the shares of AB “City Service” will be exchanged to shares
of City Service AS under the proportion 1:1, i.e. each shareholder of AB “City
Service” will be 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. 

On the Merger Date the shares of City Service AS for the current shareholders
of AB “City Service”, who have opened securities accounts in the Central
Securities Depository of Estonia, will be transferred directly into such
accounts. The shares of other shareholders will be 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 EU AS (name after finalisation of the Merger will be City Service
AS) currently acts and following completion of the Merger will act following
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 will be regulated under the
Estonian legal acts. Taking into consideration the above, we hereby attach a
short summary regarding regulation of the indicated issues under the Estonian
legal acts. 

The shares of City Service AS will further be quoted on AB NASDAQ Vilnius stock
exchange after execution of the actions foreseen in the legal acts. 

It is planned that trading in company's shares will be available after the
Estonian Commercial Register registers the Articles of Association of City
Service AS and the necessary formalities are executed regarding continuity of
trading in shares, however, not later than from the middle of August 2015. The
company will inform separately on the process of the indicated actions,
including the exact date of resumption of trading through the information
system of AB NASDAQ OMX Vilnius stock exchange. Trading in shares of AB “City
Service” (a company which will cease its activities following the Merger) was
suspended as from 3 August 2015 (inclusive). 

The authorized capital of City Service AS will be the same as it currently is
of AB “City Service” - EUR 9,483,000, which will be 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 will
continue after the Merger will not be changed - Andrius Janukonis (Chairman),
Gintautas Jaugielavičius and Artūras Gudelis will 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. 


         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