AB Stumbras              subject of the stock  event            2005.09.19



Notice of extraodinary General Meeting(expanded announcement)



The record day of General Meeting:on 19 september 2005

NOTICE ON THE READY TERMS AND CONDITIONS OF REORGANIZATION	



	In accordance with Article 65 Part 1 of the Companies Law of the Republic of

 Lithuania, we hereby notify you that the terms and conditions of reorganization of STUMBRAS,

 Inc. are ready.

	Upon the consent of the Extraordinary Shareholder Meeting of STUMBRAS, 

Inc. convened on 11.07.2005, by the decision of 17.08.2005, the Board has approved 

the report on terms and conditions of reorganization of STUMBRAS, Inc. It is deemed 

that all documents necessary for reorganization of the company in accordance with 

the Law have been executed.     

STUMBRAS, Inc. is the company participating in reorganization, which shall not 

end and shall continue operating after severance of its part. 

BIOFUTURE, Inc. shall be a new company established as a result of severance 

of a part of the STUMBRAS, Inc., and a certain part of its assets, rights 

and duties shall be allocated thereto.

Information on STUMBRAS, Inc.: name of the legal entity – STUMBRAS corporation; 

form of the legal entity – corporation, private legal entity; registered office 

of the legal entity – K.Būgos Str. 7, LT - 44355, Kaunas; number of the legal entity – 

132082782; VAT payer’s number – LT320827811; register: Lithuanian Register of Legal 

Entities, manager of the register: State Enterprise “Registrų centras”, 

V.Kudirkos Str.18, LT - 03150, Vilnius; paid-up authorised capital – LTL 158,741,416 

(one hundred fifty eight million seven hundred forty one thousand  four hundred sixteen Litas).

Information on BIOFUTURE, Inc., the company to be established: name of the legal 

entity – BIOFUTURE corporation; form of the legal entity – corporation, private 

legal entity; registered office of the legal entity – Šilo Str. 4, LT - 99149, 

Šilutė; number of the legal entity – shall be granted in accordance with 

Lithuanian Law after registration of the legal person; Lithuanian Register of Legal 

Entities, manager of the register: State Enterprise “Registrų centras”, 

V.Kudirkos g.18, LT-03150, Vilnius; VAT payer’s number – shall be granted 

in accordance with Lithuanian Law after registration of the legal person; 

paid-up authorised capital – the amount of the company’s paid-up authorized 

capital is stated in the documents of establishment of the corporation;

SRUMBRAS, Inc. shall be reorganized in accordance with Article 71 of the Companies 

Law of the Republic of Lithuania, in the way of severance of a certain part 

of STUMBRAS, Inc. and establishment of BIOFUTURE, Inc. on the basis of a certain 

part of its assets, rights and duties. 

No company shall end as a result of the organization. Companies that will be 

operating after the organization: STUMBRAS, Inc. and BIOFUTURE, Inc.  

After registration of BIOFUTURE, Inc. at the Lithuanian Register of Legal Entities 

in accordance with Lithuanian Law, BIOFUTURE, Inc. shall take over rights and 

duties under transactions falling on the part of STUMBRAS, Inc. to be detached 

from STUMBRAS, Inc.  

Since 22.08.2005, at the company’s registered office, located at K.Būgos g. 7, Kaunas, 

within business hours, 13.00 to 17.00, shareholders and creditors of STUMBRAS, 

Inc. may make themselves familiar with: the terms and conditions of reorganization; 

draft of amended by-laws of STUMBRAS, Inc.; draft of by-laws of BIOFUTURE, Inc., 

the company to be established; financial accounting of STUMBRAS, Inc. for the last 

3 years and intermediate financial accounting for the year 2005; report on 

evaluation of STUMBRAS, Inc. reorganization terms and conditions drafted by an 

audit company; report on the intended reorganization drafted by the Board of STUMBRAS, Inc.



Romanas Raulynaitis

Chairman of the Supervisory Board 

+370 5 2786212 





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