Published: 2019-08-12 15:00:00 CEST
Vilniaus Baldai
General meeting of shareholders

Resolutions of the General Shareholders Meeting of VILNIAUS BALDAI AB on 12/08/2019

On the 12th of August 2019 the General Shareholders Meeting of VILNIAUS BALDAI AB adopted the following resolutions:


Agenda item #1: Regarding approval of drawing up of terms of reorganisation of public limited liability company „Vilniaus baldai“ and public limited liability company „Trenduva“


Resolution:

To approve of drawing up of terms of reorganisation of public limited liability company „Vilniaus baldai“ and public limited liability company „Trenduva“


1. According to Article 63 par. 1 of the Law on Companies of the Republic of Lithuania, to approve the terms of the reorganization of public limited liability company “Vilniaus baldai”, with code 121922783, registered office address Vilniaus m. sav., Vilniaus m., Savanorių pr. 178B, and UAB „Trenduva“ (converted into public limited liability company), with code 304438643, registered office address Vilniaus m. sav., Vilniaus m., T. Narbuto g. 5, on the basis thereof public limited liability company „Vilniaus baldai“ shall participate in the reorganisation by way of merger by acquisition, during which to the public limited liability company „Vilniaus baldai“, resulting from the reorganisation, shall be merged a subsidiary thereof – public limited liability company „Trenduva“.

2. Whereas, public limited liability company „Vilniaus baldai“ is the holder of all shares in the company being acquired, to the process of the reorganisation shall apply provisions of Article 70 of the Law on Companies of the Republic of Lithuania providing that Article 63 par. 1 subpar. 4, 5,6 and 7, Article 63 par. 2, 3,4 and 5, Article 64, Article 65 par. 2 subpar. 4 and 5, Article 65 par. 5 and 6, Article 67 par. 1 and 2 and Article 69 par. 6 of the Law on Companies of the Republic of Lithuania shall not apply to the merger by acquisition where the company resulting from the reorganisation is the holder of all shares in the company being acquired, i.e.:

2.1. The terms of reorganisation shall not indicate:

- the exchange ratio of shares of the company which ceases to exist after the reorganisation for the shares of the company resulting from the reorganisation – public limited liability company “Vilniaus baldai” and the substantiation thereof, the number of shares of the company resulting from the reorganisation according to their classes and their nominal value as well as the rules of share allocation to the shareholders;

- the procedure for and time limits of the issue of shares to the shareholders of the company resulting from the reorganisation – public limited liability company “Vilniaus baldai”;

- the price difference, paid out in cash, between the shares held by the shareholders and the shares to be received in the company resulting from the reorganisation - public limited liability company “Vilniaus baldai”;

- the moment from which the shareholders of a company which cease to exist after the reorganisation shall be entitled to profits of the company resulting from the reorganisation and all terms related to the granting of this right.

2.2. The terms of reorganisation shall not be assessed by the auditor or the audit firm.

2.3. Report on assessment of the terms of reorganisation shall not be drawn up.

2.4. Detailed written report shall not be drawn up by the manager of the company being reorganised and the board of the company participating in the reorganisation.

2.5. The managers of the company being reorganised and participating in the reorganisation shall not notify the shareholders of the companies of material changes in the assets, rights and obligations during the period between the day of drawing up of the terms of reorganisation and the day of the general meeting of shareholders which has on its agenda the issue of adoption of a decision on reorganisation of the company.

2.6. The shares of the company being reorganised shall not be exchanged for the shares of the company resulting from the reorganisation – public limited liability company “Vilniaus baldai”.

3. To delegate the board of public limited liability company “Vilniaus baldai” until September 26, 2019 according to this decision, the requirements of the Civil Code of the Republic of Lithuania and the Law on Companies of the Republic of Lithuania, to draw up the terms of the reorganization and the Articles of Association of the company resulting from the reorganisation – public limited liability company “Vilniaus baldai”.

4. To publish about the drawn-up terms of reorganisation in the source indicated in the articles of association of the public limited liability company “Vilniaus baldai” - the electronic journal for public notices issued by the manager of the Register of Legal Entities, and notify all creditors of the company in writing.

5. Whereas a notice of the reorganisation by way of merger by acquisition is published in the manner specified in Article 63 par. 8, 9, 10, 11 and 12 and Article 65 par. 1 of the Law on Companies of the Republic of Lithuania, i.e.:

- the terms of reorganisation must be submitted to the administrator of the Register of Legal Entities not later than on the first day of publication of the drawing up thereof in source specified in the articles of association;

- the manager of the Register of Legal Entities shall publish the received terms of reorganisation;

- the administrator of the Register of Legal Entities shall publish the received terms of reorganisation before completion of the reorganisation. Any person shall have the right to get access to the information free of charge;

- every shareholder of the company resulting from the reorganisation in accordance with the procedure laid down in the Law on Companies of the Republic of Lithuania shall be given access to the documents specified by the law: the terms of reorganisation; amended articles of association of public limited liability company “Vilniaus baldai”; the sets of annual financial statements for the last three years and annual reports of the public limited liability company “Vilniaus baldai” and public limited liability company “Trenduva”;

- public limited liability company “Vilniaus baldai” and public limited liability company “Trenduva” publishes about the drawn-up terms of reorganisation in the source indicated in the articles of association of the company respective and notify all creditors of the company in writing.

in case no one (or more) shareholders of the public limited liability company “Vilniaus baldai”, who own shares carrying not less than 1/20 of the total number of votes, within 30 days from the day of publication by the administrator of the Register of Legal Entities of the received terms of reorganisation, requires the convening of the general meeting of shareholders of public limited liability company “Vilniaus baldai”, Articles 62 of the Law on Companies of the Republic of Lithuania shall not apply, i.e. the general meeting of shareholders shall not be convened, a decision on reorganisation by way of merger by acquisition shall be adopted not earlier than after the lapse of 30 days from the day of publication by the administrator of the Register of Legal Entities of the received terms of reorganisation by the board of public limited liability company “Vilniaus baldai”. The decision on reorganisation shall approve the terms of reorganisation and the amended articles of association of the company resulting from the reorganisation. A document confirming the decision to reorganise public limited liability company “Trenduva” must, not later than within 5 days, be submitted to the administrator of the Register of Legal Entities.


Additional information:
Chief Financial Office
Edgaras Kabečius
Phone No.: +370 (5) 252 57 00