Decisions of the Extraordinary General Shareholders Meeting of City Service AB (hereinafter referred to as “the Company”) held on 23 of February 2009 are as follows: ------------------------------- 1. On recall of 2 (two) members of the Board of the Company and election of 2 (two) new members of the Board. Recall from duty members of the Board: Žilvinas Lapinskas and Valdas Jankauskas. Elect these two new members of the Board till the end of tenure of the Board: Andrius Janukonis and Darius Leščinskas. Elected members of the Board obtain authority and start their activity after this Extraordinary General Shareholders Meeting concludes. The decision is adopted. 2. On decision to increase the authorized share capital of the Company from shareholders' additional contributions. 2.1. Considering the fact that the shareholders of the Company pursue expand Company's activity and obtain funds for the acquisitions of new facility management companies, shareholders of the Company decide to increase the authorized share capital of City Service AB from LTL 19,110,000 (EUR 5,534,638) to LTL 26,110,000 (EUR 7,561,978) by issuing 7,000,000 new ordinary registered shares with nominal value of LTL 1.00 (EUR 0,29) each. 2.2. Grant the pre-emptive right for the Company's shareholders that own Company's shares on the end of the rights record day of this General Shareholders Meeting (the end of tenth business day after this General Shareholders Meeting) to acquire new issued shares proportionally to the nominal value of the owned Company shares. 2.3. The payment for new emission shares shall be done in cash contributions. 2.4. Authorize and commit the Board of the Company to determine the final issue price of one new emission share considering the following principles and order: 1) Calculate weighted average of the Company's share market price that existed in the Official list of Vilnius stock exchange within the last 3 (three) months before the day of this General Shareholders Meeting; 2) On the Board discretion decrease calculated weighted average of the Company's share market price not more than 30 (thirty) percent. 2.5. Authorize and commit the Board of the Company following the decision and applicable law settle all other new share emission conditions that are not defined by this General Shareholders Meeting, including but not limited to determination of the final issue price of one new emission share, determination of new share emission distribution period and conditions, determination of new share emission subscription order and terms, determination of new share emission payment terms and order. 2.6. Authorize and commit the Board of the Company following the decision and applicable law to prepare, approve and submit to Lithuanian Securities Commission for the approval the Company's new share emission prospectus. 2.7. In case some of the Company's shareholders do not use their pre-emptive right to acquire the new shares of the Company within the subscription period determined by the Board of the Company and appropriate amount of new shares are not subscribed (or is not paid under the determined order), the shareholders of the Company grant the right to the Company's controlling shareholder - Rubicon group UAB, code 300021944, - subscribe and pay remained unsubscribed (or not paid under the determined order) new emission shares for the same issue price that was offered to all shareholders of the Company. 2.8. To combine the new issue of shares with the current issue of the Company's shares, which are listed in Vilnius Stock Exchange (ISIN code LT0000127375), simultaneously granting the possibility to the owners of the new shares to trade in Vilnius Stock Exchange. 2.9. Considering the share capital increase to approve the amendments and new version of Articles of Association of the Company by indicating the increased share capital of the Company. 2.10. To authorize and commission Company‘s General Manager to submit decisions of the General Shareholders Meeting and new version of Articles of Association to the Register of Legal Entities, to sign new version of Articles of Association, all documents of the new share issue, sign necessary agreements and take other actions to ensure proper realization of decisions of this General Shareholders Meeting. The decision is adopted. ------------------------------- In accordance with clause 15 of Law of Companies of Republic of Lithuania the rights record day of the General Shareholders Meeting is 9 March 2009. Vilius Mackonis, public relations spokesperson +370 5 239 4900
Decisions of the Extraordinary General Shareholders Meeting of City Service AB
| Source: City Service SE