Anyksciu Vynas AB
Decisions of the General Meeting of Shareholders of AB ‘Anyksciu vynas”
Anyksciu Vynas AB 02.08.2011 16:35 --------------------------------------------------------------------------- Anyksciai, Lithuania, AB 'Anyksciu vynas', 2011-08-02 16:35 CEST (GLOBE NEWSWIRE) -- The Decisions adopted by the extraordinary general meeting of shareholders of AB 'Anyksciu vynas' (the 'Company'), held on 2 August 2011: 1. Reduction of the share capital of the Company 1. To reduce the authorised capital of the Company from LTL 49,080,535 (forty nine million eighty thousand five hundred thirty five) to LTL 37 000 000 (thirty seven million). 2. The purpose of the reduction of the authorised capital of the Company - to cancel the losses recorded in the balance sheet of the Company. 3. The reduction of authorised capital of the Company is done by cancelling the Companies' shares. 4. The number of shares owned by the shareholders of the Company is reduced according to the following order: 1. The shares are cancelled to all the shareholders of the Company in proportion to the nominal value of shares owned by them. 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 0,75386301 (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 share's number 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 share's number 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). 1. The Shareholders, who under the rules of 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. 2. If the Calculated number of shares to all the shareholders exceeds 37 000 000 (thirty seven million), 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. 3. 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. 4. Prior to presentation of documents to the registrar of the Register of Legal Entities for registration of documents regarding reduction of the authorised 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. 5. To establish that after the reduction of the authorised capital of the Company, the authorised capital of the Company shall be divided into 37 000 000 (thirty seven million) ordinary registered shares with a par value of LTL 1 (one) each. 1. Approval of the new wording of the articles of association of the Company with regard to reduction of the authorised capital of the Company To approve the new wording of the articles of association of the Company in terms of the reduction of the authorised capital of the Company (Enclosed). 1. Election of members of the Board 1. To elect the nominees named below as members of the Board of AB 'Anyksciu vynas' that will be functioning for a period of the term of office of operative Board of AB 'Anyksciu vynas': -- Paulius Kibisa; -- Loreta Naguleviciene; -- Martynas Grigalavicius. 1. To establish that the newly elected Board members shall start commence their activities after the close of the General Meeting of Shareholders which elected them. Paulius Kibisa (born in 1964) - Education: Kaunas Medical Academy Medicine, Doctor of Medicine. Baltic Management Institute Business administration, Executive Master of Business Administration. Employment: Company Group ALITA, AB, general director. Credit union 'Central savings bank' (302595471) member of the board of observers. Not participating in other companies activities. Has direct interest neither in the share capital of the Company nor in the Company Group 'ALITA', AB. Loreta Naguleviciene (born in 1967) - Education: University of Vilnius, Lithuania Diploma in Economics field: economy cybernetics (economy mathematics), Master's degree studies in Economics, field: Business financ. Employment: Company Group ALITA, AB, Finance & administration director. Participate in UAB 'Audilona' activity, the owner (50 percent shares). Has direct interest neither in the share capital of the Company nor in the Company Group 'ALITA', AB. Martynas Grigalavicius (born in 1979) - Education: University of Klaipeda, Natural sciences, applied mathematics, Kaunas Technological University, Business management and economics. Employment: Company Group ALITA, AB, Marketing & Sales director. Participate in UAB 'Merkat' activity, the owner (50 percent shares). Has direct interest neither in the share capital of the Company nor in the Company Group 'ALITA', AB. 1. Implementation of the decisions To assign the director of the Company to perform any and all the actions in relation to the reduction of the authorised capital of the Company, as well as to sign the new wording of the articles of association of the Company and to register the new wording of the articles of association with the Register of Legal Entities of the Republic of Lithuania, also to register the changed data of the Company with the Register of Legal Entities of the Republic of Lithuania, 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 director of the Company shall be entitled to re-authorise (to issue the power of attorney to) any other persons to perform any of the abovementioned actions. For additional information please contact: Violeta Labutiene, director, +370 381 50299. 02.08.2011 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: Anyksciu Vynas AB Lithuania Phone: Fax: E-mail: Internet: ISIN: LT0000112773 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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