Rytu Skirstomieji Tinklai AB
The draft resolutions of the Extraordinary General Shareholders Meeting of Rytų Skirstomieji Tinklai, AB
Rytu Skirstomieji Tinklai AB / 06.09.2010 18:01 --------------------------------------------------------------------------- According to the decision of the Board of Rytų Skirstomieji Tinklai, AB the Extraordinary General Shareholders Meeting of Rytų Skirstomieji Tinklai, AB (company code - 110870890, with the registered office at P. Lukšio 5B, Vilnius) is called on 28 September 2010 and shall take place at the office of the company P. Lukšio 5B, Vilnius, at 10.00 AM. The shareholders will be asked to approve the following items: 1.Draft decision of the first item of Agenda 'Re the approval of the resolution of the Board to become a participant and to invest in UAB Technologijų ir Inovacijų Centras': 'To approve the resolution of the Board of the Company dated 6 September 2010: to become a participant of UAB Technologijų ir Inovacijų Centras (company code 302527488, with the registered office at Žvejų str. 14, Vilnius); to invest in UAB Technologijų ir Inovacijų Centras (company code 302527488, with the registered office at Žvejų str. 14, Vilnius): funds equal to LTL 3,000,000 (three million litas); other long-term and short-term assets the list of which is presented (attached) and the market price of which established by an independent assessor is LTL 15,389,987.97 (fifteen million three hundred eighty nine thousand nine hundred eighty seven litas 97 cents); to establish that the funds and the assets shall be invested in UAB Technologijų ir Inovacijų Centras by contributing the funds and the assets as monetary and non-monetary contributions to pay for the shares of the authorised capital of UAB Technologijų ir Inovacijų Centras to be issued; to establish that for the funds and the assets contributed to UAB Technologijų ir Inovacijų Centras, the Company will receive 18,389,987 (eighteen million three thousand eighty nine hundred nine hundred eighty seven) units of ordinary registered shares in UAB Technologijų ir Inovacijų Centras with the par value of LTL 1 (one litas) each, which will make up at least 38 % (thirty eight per cent) of all shares issued in UAB Technologijų ir Inovacijų Centras and votes granted by these shares, i.e.: for the contribution of the funds amounting to LTL 3,000,000 (three million litas), the Company will receive 3,000,000 (three million) units of ordinary registered shares in UAB Technologijų ir Inovacijų Centras with the par value of LTL 1 (one litas) each; for the contribution of other long-term and short-term assets the list of which is presented in Annex No. 2, the Company will receive 15,389,987.97 (fifteen million three hundred eighty nine thousand nine hundred eighty seven) units of ordinary registered shares in UAB Technologijų ir Inovacijų Centras with the par value of LTL 1 (one litas) each. the list of the assets intended to be contributed to UAB Technologijų ir Inovacijų Centras, the value of the assets, the number of shares to be received in exchange may vary as indicated below: Considering that the assets intended to be contributed to UAB Technologijų ir Inovacijų Centras are used in day-to-day activities of the Company, also considering that a certain period of time may pass from the adoption of this resolution to the actual transfer of the assets, to establish that the list of the assets to be contributed, the established value of the assets contributed, the number of shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed, the percentage of the shares and the votes granted by these shares, as referred to in the paragraphs above, may change (increase or decrease). With reference to the above information, the General Manager of the Company is entitled to sign an agreement on subscription of newly issued shares in UAB Technologijų ir Inovacijų Centras and to carry out other actions referred to herein, if the percentage of the shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed decreases by no more than 15 % (fifteen per cent) as compared to the amounts indicated herein. If due to the above-mentioned reasons, the percentage of the shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed decreases by more than 15 % (fifteen per cent) as compared to the amounts indicated herein, the Board of the Company shall consider the issue on investing these assets anew. The percentage of the shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed may increase indefinitely. if the contribution of a portion of the assets to UAB Technologijų ir Inovacijų Centras is impossible (legally or physically) by 31 October 2010 and therefore the increase of the authorised capital of UAB Technologijų ir Inovacijų Centras may not be completed, only the assets that may be contributed shall be contributed to UAB Technologijų ir Inovacijų Centras, by decreasing the percentage of the shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed in proportion to the decrease of the value of the assets contributed. In this case, no variation limits indicated above shall apply and no new resolution shall be adopted. The manager of the Company or other person authorised by him shall sign all documents necessary for implementing this resolution on behalf of the Company.' 2. Draft decision of the second item of Agenda 'Re the approval of the resolution of the Board to become a participant and to invest in the asset management company UAB Kruonio Investicijos': 'To approve the resolution of the Board of the company dated 6 September 2010: to become a participant of the asset management company UAB Kruonio Investicijos (company code 300634954, with the registered office at Kruonio II village, Kaišiadorių District Municipality); to invest in UAB Kruonio Investicijos: 22,998,000 (twenty two million nine hundred ninety eight thousand) units of ordinary registered uncertificated shares of UAB RYTRA (company code 3000 72305, with the registered office at Geologų str. 16, Vilnius), i.e. 100 % (one hundred per cent) of the shares in the company, the market price of which established by an independent assessor is LTL 25,839,379 (twenty five million eight hundred thirty nine thousand three hundred seventy nine litas); other long-term and short-term assets the list of which is presented (attached) and the market price of which established by an independent assessor is LTL 64,474,813 (sixty four million four hundred seventy four thousand eight hundred thirteen litas); to establish that the assets shall be invested in UAB Kruonio Investicijos by contributing the assets as a non-monetary contribution to pay for the shares of the authorised capital of UAB Kruonio Investicijos to be issued and that by contributing 22 998 000 (twenty two million nine hundred ninety eight thousand) units of ordinary registered uncertificated shares of UAB RYTRA (company code 3000 72305, with the registered office at Geologų str. 16, Vilnius), i.e. 100 % (one hundred per cent) of the shares in the company, to UAB Kruonio Investicijos, the Company transfers all its shares held in UAB RYTRA to UAB Kruonio Investicijos; to establish that for the assets contributed to UAB Kruonio Investicijos, the Company will receive 903,141 (nine hundred three thousand one hundred forty one) unit of ordinary registered shares in UAB Kruonio Investicijos with the par value of LTL 100 (one hundred litas) each, which will make up at least 28 % (twenty eight per cent) of all shares issued in UAB Kruonio Investicijos and votes granted by these shares, i.e.: - For the contribution of 22,998,000 (twenty two million nine hundred ninety eight thousand) units of ordinary registered uncertificated shares in UAB RYTRA (company code 3000 72305, with the registered office at Geologų str. 16, Vilnius), i.e. 100 % (one hundred per cent) of the shares in the company, the Company will receive 258,393 (two hundred fifty eight thousand three hundred ninety three) units of ordinary registered shares in UAB Kruonio Investicijos with the par value of LTL 100 (one hundred litas) each; - For the contribution of other long-term and short-term assets the list of which is presented (attached), the Company will receive 644,748 (six hundred forty four thousand seven hundred forty eight) units of ordinary registered shares in UAB Kruonio Investicijos with the par value of LTL 100 (one hundred litas) each. the list of the assets intended to be contributed to UAB Kruonio Investicijos, the value of the assets, the number of shares to be received in exchange may vary as indicated below: considering that the assets intended to be contributed to UAB Kruonio Investicijos are used in day-to-day activities of the Company, also considering that a certain period of time may pass from the adoption of this resolution to the actual transfer of the assets, to establish that the list of the assets to be contributed, the established value of the assets contributed, the number of shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed, the percentage of the shares and the votes granted by these shares, as referred to in the paragraphs above, may change (increase or decrease). With reference to the above information, the General Manager of the Company is entitled to sign an agreement on subscription of newly issued shares in UAB Kruonio Investicijos and to carry out other actions referred to herein, if the percentage of the shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed decreases by no more than 15 % (fifteen per cent) as compared to the amounts indicated herein. If due to the above-mentioned reasons, the percentage of the shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed decreases by more than 15 % (fifteen per cent) as compared to the amounts indicated herein, the Board of the Company shall consider the issue on investing these assets anew. The percentage of the shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed may increase indefinitely; if the contribution of a portion of the assets to UAB Kruonio Investicijos is impossible (legally or physically) by 31 October 2010 and therefore the increase of the authorised capital of UAB Kruonio Investicijos may not be completed, only the assets that may be contributed shall be contributed to UAB Kruonio Investicijos, by decreasing the percentage of the shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed in proportion to the decrease of the value of the assets contributed. In this case, no variation limits indicated above shall apply and no new resolution shall be made. The manager of the Company or other person authorised by him shall sign all documents necessary for implementing this resolution on behalf of the Company.' Initiator of the Meeting of Shareholders: the Board of RST, AB. The date and time of the Meeting of Shareholders: 28th of September, 2010, 10.00 AM. The place of the Meeting of Shareholders: Vilnius, P. Lukšio 5B (6th floor). The account date of the General Meeting of Shareholders: 21st of September, 2010. Shareholders that own shares of RST, AB in the end of the account date shall have the right to participate and vote in convoked Extraordinary General Meeting. Registration starts: 28th of September, 2010, 9.25 AM. Registration ends: 28th of September, 2010, 9.55 AM. Documents, concerning the agenda of the Extraordinary General Meeting of Shareholders, the drafts of decisions of each agenda question, documents to be submitted to the Extraordinary General Meeting of Shareholders, and other information, related to Shareholders rights, shareholders can access not later than 21 day until the Extraordinary General Meeting on the web page of the company http://www.rst.lt/ and also in the company's office (P. Lukšio 5B, Vilnius) during working hours (7.30-11.30; 12.15-16.30, on Fridays 7.30-11.30; 12.15-15.15). This notice is deemed non-confidential. Department of marketing and communication Kristina Mažeikytė, tel. 8 5 2512528 News Source: NASDAQ OMX 06.09.2010 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Rytu Skirstomieji Tinklai AB Lithuania Phone: Fax: E-mail: Internet: ISIN: LT0000126385 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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