SANITAS		STOCK EXCHANGE RELEASE			30.11.2005.



The decisions of General Shareholders Meeting



The General Meeting of “Sanitas” AB shareholders on 

November 29, 2005 decided:

1. To purchase the controlling stake of the Polish company 

“Jelfa” and to authorize the head of the company to represent 

the interests of “Sanitas” AB in the process of the “Jelfa” share purchase. 

2. Not to issue the convertible bonds.

3.1. To increase the statutory capital of the company from 11 000 000 LTL 

to 27 000 000 LTL with additional monetary contributions of 

208 000 000 LTL, by issuing 16 000 000 ordinary registered shares each

with the nominal value of 1 LTL. 

3.2. The issue price of one share is 13 LTL. 

3.3. To authorize the head of the company to set the underwriting terms 

of the shares, the order of signing the underwriting agreements of the 

shares as well as the payment conditions for the shares. 

4.1. To cancel the pre-emption right for all the shareholders of the 

company to purchase the newly issued shares of the company taking 

into account the fact that the issue of shares is purposive - the purpose 

of the issue of the issue being exclusively for purchasing the controlling 

stake of the Polish company “Jelfa” and that the chosen investor is 

capable of paying the whole issue of the shares in full within the 

minimum terms. 

4.2. To grant the public limited financial brokerage company “Finasta”, 

company code  122570630, residential address Konstitucijos pr. 23, 

Vilnius, legal form public limited liability company, with the exclusive 

right to purchase all of the company’s 16 000 000 newly issued ordinary 

registered shares with the nominal value of 1 LTL 

5.1. Following the decisions adopted in the General Shareholders Meeting it 

is decided to change Articles 4.1. and 5.1. of the Articles of the company:

“4.1. The statutory capital of the Company is 27 000 000 

(twenty seven million) LTL. It is divided into ordinary registered shares. 

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

of the General Shareholders Meeting, and decreased by the decision 

of the General Shareholders Meeting 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 

27 000 000 (twenty seven million) ordinary registered shares. 

The nominal value of one share is 1 (one) LTL”.

5.2. To confirm the above mentioned amendments of the Articles of the 

company as well as the new wording of the Articles of the company prepared 

with respect to these amendments. 

5.3. To authorize the head of the company Saulius Jurgelėnas to sign 

amendments of the Articles as well as the amended Articles of “Sanitas” AB. 

In case the issue of the shares is not fully underwritten, to authorize the 

head of the Company to change the statutory capital of the company 

and to register the new wording of the duly changed Articles of the company.

6. Not to grant the head of the company the additional authorization.



Head of Legal and general issues department

Ruta Milkuviene

(37) 20 06 62