Imoniu grupe ALITA, AB - Notification on material event

Decisions of extraordinary general meeting of shareholders of Įmonių grupė “ALITA”, AB

Alytus, Lithuania, 2011-10-03 11:05 CEST (GLOBE NEWSWIRE) -- The extraordinary
general meeting of shareholders, held on 3 October 2011, has adopted the
following decisions: 

1. Reduction of the share capital of the Company

1. To reduce the share capital of the Company from LTL 27,153,793 (twenty-seven
million one hundred fifty three thousand seven hundred and ninety three) to LTL
3,126,000 (three million one hundred and twenty six thousand). 

2. The purpose of the reduction of the share capital of the Company - to cancel
the losses recorded in the balance sheet of the Company. 

3. The way of reduction of share capital of the Company - cancellation of the
Companies' shares. 

4. Number of shares owned by the shareholders of the Company is reduced in the
following order: 

4.1. The shares are cancelled to all the shareholders of the Company in
proportion to the nominal value of shares owned by them. 

4.2. The number of shares attributable to the shareholders, who at the end of
the day of registration of amended Company's articles of association hold more
than 1 (one) share, 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 coefficient 0.11512203 (reduced share
capital divided by the current share capital, eight digits after the decimal
point) and rounding off in the following order: 

1. if the fractional part of the number of shares is equal to 0.5 or more - the
number of shares shall be rounded up to the whole number; 

2. if the fractional part of the number of shares is less 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). 

4.3. The Shareholders, who under the rules on 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. 

4.4. If the Calculated number of shares to all the shareholders exceeds
3,126,000 (three million one hundred and twenty six thousand), i.e. the number
of shares in the Company after reduction of the Company's share 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 the
Companies' share capital be constituted from the Maximum number of shares. 

4.5. If the Calculated number of shares to all the shareholders 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 the Companies' share
capital be constituted from the Maximum number of shares. 

5. Prior to presentation of documents to the registrar of the Register of Legal
Entities for registration of documents regarding reduction of the share
capital, an application shall be submitted for suspension of the trading in
shares of the Company in AB NASDAQ OMX Vilnius stock exchange. It is intended
to suspend the trading in shares of the Company until the day on which the
registrar of the Register of Legal Entities registers the articles of
association of the Company with indicated reduced share capital and the Central
Securities Depository of Lithuania makes adjustments of general securities
account, unless it would be necessary to suspend the above trading for a longer
period. 



6. To establish that after the reduction of the share capital of the Company,
the share capital of the Company shall be divided into 3,126,000 (three million
one hundred and twenty six thousand) ordinary registered shares with a par
value of LTL 1 (one) each. 

2. Approval of the new wording of the articles of association of the Company
with regard to decrease of the share capital of the Company 

To approve the new wording of the articles of association of the Company with
regard to decrease of the share capital of the Company (Annex 1). 

3. Increase of the share capital of the Company

1. In accordance to the Part 5 of the Article 52 of the Law on Companies of the
Republic of Lithuania and taking into account the decision on reduction of the
share capital of the Company, to increase the share capital of the Company from
LTL 3,126,000 (three million one hundred and twenty six thousand) up to LTL
20,000,000 (twenty million). 

2. The share capital is being increased by issuing 16,874,000 (sixteen million
eight hundred seventy four thousand) ordinary registered shares of the Company
with a par value of LTL 1 (one) each (the New Shares). 

3. Settlement for the New Shares will be executed by the monetary consideration.

4. Taking into account the decision on reduction of the share capital of the
Company, after the issue of the New Shares, the share capital of the Company
shall be divided into 20,000,000 (twenty million) ordinary registered shares
with a par value of LTL 1 (one) each. 

5. The total issue price of the New Shares is equal to LTL 91,072,084 (ninety
one million seventy two thousand eighty four) (the New Shares Price). The issue
price of each New Share is LTL 5.3971841 (five and three million nine hundred
seventy one thousand eight hundred forty one ten millionths). 

6. To set that the period for subscription of shares is 1 (one) month as of the
date of signing of this resolution. 

4. Revocation of pre-emption right of the shareholders of the Company to
acquire the New Shares 

1. In accordance to the Part 5 of the Article 57 of the Law on Companies of the
Republic of Lithuania, to withdraw the pre-emption right of all the
shareholders of the Company to acquire the New Shares. 

2. To give the right to acquire the New Shares to FR&R Invest, IGA S.A.,
organised and existing under the laws of Luxemburg, company code B161760, with
the head office situated 3a Rue Guillaume Kroll L-1882, in Luxemburg (FR&R).
The pre-emption right is withdrawn seeking to grant to the Company's creditor
FR&R the right to subscribe and acquire all New Shares, by paying for them the
New Shares Price  in the way of set-off. 

3. To establish that all terms of subscription of New Shares shall be
established in the separate New Shares subscription agreement, which shall be
executed between the Company and the FR&R. 

4. To assign the general director of the Company in his own discretion to
establish any and all terms of the agreement for subscription for the New
Shares and on behalf of the Company to execute the agreement for subscription
for the New Shares. 

5. Formation of the Company's supervisory council and election of its members.

1. To form in the Company a collegial supervisory body - the supervisory
council. 

2. To elect the persons named below as members of the supervisory council for 4
years term: 



(i) Vytautas Junevičius;

(ii) Jan Åberg;

(iii) Mats A Andersson;

(iv) Leena Maria Saarinen.



Members of the supervisory council start commence their activities from the
date of registration of the amended articles of association of the Company. 

6. Conclusion of the Company's agreements with members of the supervisory
council 

To assign the general director of the Company to sign on behalf of the Company
agreements on execution of obligations of members of the supervisory council
with members of the supervisory council indicated in question 5 of the Meeting
agenda, establishing for members of the supervisory council indicated in
question 5 of the Meeting agenda Article 2 paragraphs (iii) and (iv) payment
for provided services. 

7. Obligation of the Company's board to prepare annual reports regarding sums
paid for members of the supervisory council 

To assign the board of the Company to prepare annual reports regarding sum paid
by the Company during financial year for members of the supervisory council and
related with activities of members of the supervisory council, and to provide
these reports for approval by the annual general meeting of the shareholders. 

8. Approval of the new wording of the articles of association of the Company as
regards to increase of the share capital of the Company 

To approve the new wording No 2 of the articles of association of the Company
with regard to increase of the share capital of the Company and formation of
the supervisory council (Annex 2). 

9. Coverage of the losses of the Company from additional contributions made by
the shareholders 

1. To cover part of the cumulate losses of the Company in the amount of LTL
5,261,036 (five million two hundred sixty one thousand thirty six) by
additional contribution of the Company's shareholder Vytautas Junevičius
amounting to LTL 5,261,036 (five million two hundred sixty one thousand thirty
six). 

2. The decision to cover part of losses of the Company from additional
contribution made by the shareholder Vytautas Junevičius shall come into force
only in the event if and only on the day when (a) all decisions indicated in
items 3, 4 and 8 of the agenda of the Meeting relating to the increase of the
Company's share capital shall be fully implemented and (b) new wording of the
articles of association of the Company as regards to increase of the share
capital of the Company shall be registered within the Register of Legal
Entities of the Republic of Lithuania (Annex 2). 

10. Implementation of the decisions

To assign the general director of the Company to perform any and all the
actions in relation to the reduction and increase of the share capital of the
Company, as well as to sign the new wordings of the articles of association of
the Company and to register the new wordings of the articles of association
with the Register of Legal Entities of the Republic of Lithuania, to apply 
regarding the registration of the New Shares and to perform all requisite
actions for the implementation of signing of New Shares (if necessary, the
board is authorised), also to prepare, sign and submit the Register of Legal
Entities of the Republic of Lithuania and (or) other authorities all necessary
documents and take all necessary steps required to implement the above
decisions. The general director of the Company (if necessary, the board) shall
be entitled to re-authorise (to issue the power of attorney to) any other
persons to perform any of the abovementioned actions. 


         Additional information is provided by Adviser to Director General
Deputy Director General Vytautas Junevičius, tel. (8 315) 57243.

Attachments:

istatai_2_en.pdf

istatai_1_en.pdf