SANITAS		STOCK EXCHANGE RELEASE		27.10.2005.



Convocation of the extraordinary General Meeting of Shareholders



On November 29, 2005 at 16 p. m., the Extraordinary General Meeting 

of Shareholders of Sanitas AB will be held on the initiative of the 

Supervisory Board and decision of the company’s General Director. 

The meeting is taking place at Holiday Inn hotel (Seimyniskiu str. 3, Vilnius). 

Registration starts at 15 p. m. The record day of the General Meeting 

of Shareholders is November 22, 2005.

Agenda includes: 

1. Regarding the purchase of the controlling stake of “Jelfa” shares.

2. The cancellation of the pre-emption right to purchase the shares and 

the bonds of the company that are being issued.

3. The increase of the statutory capital of the company with the additional 

contributions.

4. Regarding the issue of the convertible bonds.

5. The approval of the amendments of the Articles of the Company and the 

new wording of them.

6. Regarding the authority granted to the head of the Company.



The suggested drafts of the decisions:

1. Regarding the purchase of the controlling stake of “Jelfa” shares.

1. To purchase the controlling stake of shares of Polish company “Jelfa”. 

To authorize the head of the Company to represent Sanitas AB purchasing 

“Jelfa” shares, to sign all the documents related to the purchase of shares and to 

perform all the activities related hereto. 



2. The cancellation of the pre-emption right to purchase the shares and the 

bonds of the company that are being issued.

2.1. To cancel the pre-emptive right to purchase the company shares that are 

being issued for all the shareholders of the company.

2.1.1. To grant the public limited liability financial brokerage company 

“Finasta”, company code 122570630, residence address Konstitucijos pr. 23, Vilnius 

with the exclusive right to purchase and distribute all the 1 900 000 newly ordinary 

registered shares of the company that are being issued with the nominal value of 

5 LTL (or the 9 500 000 newly ordinary registered shares of the company that are 

being issued with the nominal value of 1 LTL if the nominal value of shares is changed). 

2.1.2. The reason for the cancellation of the pre-emptive right – the granted right to the

 intermediary public limited liability financial brokerage company “Finasta” in 

accordance with the Article 14 of the Law on Securities Market of the Republic of 

Lithuania to execute the primary public trading of the securities that are being

issued by the Company.



2.2. To cancel the pre-emptive right to purchase the convertible bonds that 

are being issued for all the shareholders of the company.

2.2.1. To grant the public limited liability financial brokerage company 

“Finasta”, company code 122570630, residence address Konstitucijos pr. 23, Vilnius

with the exclusive right to purchase and distribute all the 1 000 000 convertible bonds 

of the company with the nominal value of 100 LTL that are being issued. 

2.2.2. The reason for the cancellation of the pre-emptive right – the granted right to 

the intermediary public limited liability financial brokerage company “Finasta” 

in accordance with the Article 14 of the Law on Securities Market of the 

Republic of Lithuania to execute the primary public trading of the securities that 

are being issued by the Company.



3. The increase of the statutory capital of the company with the additional 

contributions.

3. To increase the Statutory capital of the company by 9 500 000 LTL with the

Additional contributions, from 11 000 000 LTL to 20 500 000 LTL, issuing 

1 900 000 ordinary registered shares with the nominal value of 5 LTL (or the 

9 500 000 newly ordinary registered shares of the company that are being issued 

with the nominal value of 1 LTL if the nominal value of shares is changed) and 

setting the minimum issue price of one share 52.50 LTL (or 10.50 LTL if the nominal 

value of one share is 1 LTL). The head of the Company is entitled to set the 

detailed order for the distribution of the shares that are being issued as well as the 

issue price range and the issue price.





4. Regarding the issue of the convertible bonds.

4.1. To issue the convertible bonds with the value of 100 000 000 LTL and the 

length of 3 months (hereinafter the Bonds), all of which after their redemption 

term if the Company purchases the controlling stake of the shares of the Polish 

company “Jelfa” (not less than 50 percent of all the shares issued by the Polish 

company “Jelfa” which grant the voting right), shall be swapped to Sanitas AB 

ordinary registered shares with the nominal value of 5 LTL (or 1 LTL if the nominal 

value of the shares is changed). In case the Company does not purchase the 

controlling stake of shares of the Polish company “Jelfa” until the redemption 

term of the Bonds, the Bonds shall be redeemed in accordance with the set 

order and terms.



4.2. To set:

- The annual interest rate of the Bonds – 4 %.

- The nominal value of one Bond – 100 (one hundred) LTL.

- The number of the Bonds – 1 000 000.

- The rights granted by the Bonds:

(i) all the convertible bonds that are being issued by the Company grant the 

shareholders with the rights stipulated in Law on Companies of the Republic

of Lithuania, other laws and legal acts of the Republic of Lithuania;

(ii) there are no restrictions to transfer the shares;

(iii) the owners of the Bonds shall have the same rights as other creditors 

of the Company.

4.3. To set that when the condition stipulated in this decision occurs, one 

convertible bond with the nominal value of 100 LTL is converted to the ordinary 

registered shares of the Company with the nominal value of 5 LTL (or 1 LTL 

if the nominal value of the shares is changed) with the ratio calculated accordingly: 

the nominal value of the bond is divided by the price arithmetic weighted average 

of the 5 last days of trade in Vilnius Stock Exchange remaining until this 

General Meeting and is rounded to the 3 numbers after the period. The number 

of the ordinary registered shares with the nominal value of 5 LTL (or 1 LTL if the

nominal value of the shares is changed) that are being issued received by each owner 

of the Bonds shall be calculated by multiplying the number of Bonds that he has by 

the convertible ratio and by granting the whole number of shares to him. The amount 

after the period shall be paid to him in cash.

The shares shall grant the shareowners with the following property and 

non-property rights:

- to receive a part of the company's profit (dividend);

- to receive a part of assets of the company in liquidation;

- to receive shares without payment if the statutory capital is increased out of the 

company funds; 

- to have the pre-emption right in acquiring shares or convertible debentures issued 

by the company, except in cases when the General Meeting decides to withdraw the 

pre-emption right in acquiring the company’s newly issued shares or convertible 

debentures for all the shareholders;

- to lend to the company in the manner prescribed by law;

- to leave all or part of his shares for the ownership of other people by the will;

- to sell or to give away in other way all or a part of his shares for the ownership 

of other people;

- to take part in the General Meetings of the shareholders;

- to vote in the General Meetings of the shareholders (each fully paid share grants 

one voice);

- to receive the information about the Company’s economic activity in the manner 

stipulated in the Articles of the Company;

- to file a claim with the court for reparation of damage resulting from nonfeasance 

or malfeasance by the company manager and Board members of their obligations 

prescribed by Law and other laws and the Statutes of the company as well as in other 

cases laid down by laws;

- other property and non- property rights established by this and other laws.

4.4. To set that in case the Bonds are converted the Shares shall be granted in 30 

calendar days from the expiry term of the Bonds.

4.5. To set the term for the redemption and payment of the interests – the last day 

of the validity of the Bonds. The Bonds shall be redeemed for the nominal value 

paying the interests (the coupons) at the same time.

4.6. To authorize the head of the Company to set the terms and conditions 

for the distribution, underwriting, payment for, redemption, the calculation and 

the payment of the interests, to sign the agreement with the intermediary of 

public trading in securities who undertakes to protect the interests of the Bonds’ 

owners in relations with the Company and to solve other questions related to the 

distribution of the Bonds which are not foreseen in the decision of the General 

Meeting of the shareholders. The head of the Company is allowed to hire the intermediary 

of public trading in securities for the distribution of the Bonds and to authorize it or its 

employees to sign the underwriting agreements of the Bonds on behalf of the Company. 





5. The approval of the amendments of the Articles of the Company and the

new wording of them.



5.1. Taking into account the decisions adopted in the General Meeting of the

shareholders to change the Articles 4.1 and 5.1 of the Articles of the Company:



“4.1. The statutory capital of the Company is 20 500 000 (twenty million 

five hundred thousand) LTL. It is divided into ordinary registered shares. The 

statutory capital of the Company may be increased by the decision of the General 

Meeting of the shareholders, and decreased by the decision of the General 

Meeting of the shareholders or in the order stipulated in the Law on Companies – 

by the decision of the court. 



5.1. The statutory capital of the Company is divided into 4 100 000 (four million 

one hundred thousand) (or into 20 500 000 (twenty million five hundred thousand)

ordinary registered shares. The nominal value of one share is 5 LTL (or 1 LTL if 

the nominal value of the shares is changed).”



5.2. To authorize the head of the company Saulius Jurgelėnas to sign the amended 

Articles of Sanitas AB and other documents related to it, to register the amended 

Articles in the manner stipulated in the legal acts and to perform all the activities 

related to it. In case the issue of the shares or convertible bonds is not fully distributed 

(underwritten) to authorize the head of the Company to increase the statutory 

capital by the overall nominal value of the shares that have been distributed 

(underwritten) or the shares into which the bonds were converted.







6. Regarding the authority granted to the head of the Company.



6. To authorize the head of the Company to implement the decisions adopted by 

questions 3 and 4 taking into account the conditions that are present in the 

securities market during the time they are implemented as well as other economic 

conditions, granting him a right to chose the sequence of the implementation 

of the decisions and also granting him a right to abstain from implementing 

the decisions adopted by questions 3 and/or 4. 



Ruta Milkuviene

Head of Legal and general issues department

(37) 20 06 62