Sanitas AB                    Announcement                 07-06-2005



Draft resolutions of the General Shareholders’ Meeting of 11 June 2005



DRAFT RESOLUTIONS:

1. Change of the par value of the Company’s ordinary registered shares.



To change the par value of the Company’s ordinary registered shares 

from LTL 5 to LTL 1 by splitting each share of LTL 5 par value into 

five shares of LTL 1 par value to all shareholders.



2. Revocation of the pre-emption right to acquire shares of the new issue.



2.1. To revoke the pre-emption right to acquire shares of the new 

issue of all Company’s shareholders.

2.2. To grant an exclusive right to acquisition and offering of all 2044 705 

ordinary registered shares of LTL 1 (one) par value of the 

new issue to the financial brokerage firm public company Finasta, 

company code 1225 70630, registered at 23 Konstitucijos St., Vilnius.

2.3. The cause of the revocation of the pre-emption right is the fact 

that, acting in accordance with the provisions of paragraph 1 of 

Article 11 of the Law on Securities Market, the intermediary in 

public trading of securities, i.e. the financial brokerage firm public 

company Finasta, is granted the right to underwrite the initial public 

offering of the shares.



3. Increase of the Company’s authorised capital from complementary 

contributions.



To increase the Company’s authorised capital from complementary 

monetary contributions in the amount of LTL 2 044 705, i.e. from 

LTL 8 955 295 to LTL 11 000 000, by issuing 2 044 705 ordinary 

registered shares of LTL 1 (one) par value and fixing the minimum 

issue price per share at LTL 10. To authorise the Company’s 

Director General to establish a detailed order of the public offering 

of the new share issue.



4. Approval of the amendments and the new wording of the Company’s Articles 

of Association.



4.1. To amend clause 5.1 of the Articles of Association as follows:

“5.1. The Company’s authorised capital is divided into 8 955 295 

(eight million nine hundred fifty five thousand two hundred and 

ninety five) ordinary registered shares. The par value per share is 

LTL 1 (one).”

4.2. After provisions of clause 4.1 have been fulfilled and all shares 

of the new issue fully subscribed for, to amend clause 5.1 of the 

Company’s Articles of Association as follows:

“5.1. The Company’s authorised capital is divided into 11 000 000 

(eleven million) ordinary registered shares. The nominal value per 

share is LTL 1 (one).”

4.3. To authorise the Company’s Director General, Saulius 

Jurgelėnas, to sign the amended Articles of Association of AB 

“Sanitas” and other related documents, to register the amended 

Articles of Association in the manner prescribed by the legal acts and 

perform other actions related thereto. The Company’s Director 

General is authorised, where not all shares are subscribed for within 

the time period devoted for subscription of the shares, to increase the 

Company’s authorised capital by the amount which is equal to the 

aggregate par value of the shares subscribed for, making respective 

changes in the size of the authorised capital and the number of the 

shares, and submit the amended Articles of Associated to the 

manager of the Register of Legal Entities”



DRAFT RESOLUTIONS

to be placed for discussion at the General Shareholders’ Meeting, in 

the event the General Meeting resolves not to change the par value of 

the ordinary registered shares of  AB “Sanitas”:



2. Revocation of the pre-emption right to acquire shares of the new issue.



2.1. To revoke the pre-emption right to acquire shares of the new 

issue of all Company’s shareholders.

2.2. To grant an exclusive right to acquisition and offering of 408941 

ordinary registered shares of LTL 5 (five) par value of the new 

issue to the financial brokerage firm public company Finasta, 

company code 1225 70630, registered office at 23 Konstitucijos St., 

Vilnius.

2.3. The cause of the revocation of the pre-emption right is the fact 

that, acting in accordance with the provisions of paragraph 1 of 

Article 11 of the Law on Securities Market, the intermediary in 

public trading of securities, i.e. the financial brokerage firm public 

company Finasta, is granted the right to underwrite the initial public 

offering of the shares.



3. Increase of the Company’s authorised capital from complementary 

contributions.



To increase the Company’s authorised capital from complementary 

monetary contributions in the amount of LTL 2 044 705, i.e. from 

LTL 8 955 295 to LTL 11 000 000, by issuing 408 941 ordinary 

registered shares of LTL 5 (five) par value and fixing the minimum 

issue price per share at LTL 50. To authorise the Company’s 

Director General to establish a detailed order of the public offering 

of the new share issue.



4. Approval of amendments and the new wording of the Company’s Articles 

of Association.



4.1. After all shares of the new issue have been fully subscribed for, 

to amend clause 5.1 of the Company’s Articles of Association as follows:

“5.1. The Company’s authorised capital is divided into 2 200 000 

(two million two hundred thousand) ordinary registered shares. The 

nominal value per share is LTL  5 (five).”

4.2. To authorise the Company’s Director General, Saulius 

Jurgelėnas, to sign the amended Articles of Association of AB 

“Sanitas” and other related documents, to register the amended 

Articles of Association in the manner prescribed by the legal acts and 

perform other actions related thereto. The Company’s Director 

General is authorised, where not all shares are subscribed for within 

the time period devoted for subscription of the shares, to increase the 

Company’s authorised capital by the amount which is equal to the 

aggregate par value of the shares subscribed for, making respective 

changes in the size of the authorised capital and the number of the 

shares, and submit the amended Articles of Associated to the 

manager of the Register of Legal Entities”



Sanitas AB

tel. (+370 37)22 67 25