LIETUVOS RESPUBLIKOS REPUBLIC OF LITHUANIA LAW ON COMPANIES 13 July 2000 No VIII-1835 (As last amended on 17 July 2009 – No XI-354) CHAPTER ONE GENERAL PROVISIONS Article 1. Purpose of the Law 1. The

Article 42

of this Law; 4) to have the pre-emption right in acquiring the shares or convertible debentures issued by the company, except in the case when the General Meeting of Shareholders decides to withdraw the pre-emption right for all the shareholders according to the procedure specified by this Law; 5) to lend to the company in the manner prescribed by law; however, when borrowing from its shareholders, the company may not pledge its assets to the shareholders. When the company borrows from a shareholder, the interest may not be higher than the average interest rate offered by commercial banks of the locality where the lender has his place of residence or business, which was in effect on the day of conclusion of the loan agreement. In such a case, the company and shareholders shall be prohibited from negotiating a higher interest rate; 6) to receive a part of assets of the company in liquidation; 7) other property rights established by this Law and other laws.

1. The rights specified in subparagraphs 1, 2, 3 and 4 of paragraph 1 of this Article shall be held in public limited liability companies by persons who were shareholders at the close of the tenth working day after adopting the appropriate decision of the General Meeting of Shareholders (hereafter – at the close of the rights accounting day). Article
2. Non-Property Rights of Shareholders
3. The shareholders shall have these non-property rights: 1) to attend General Meetings of Shareholders; 2) to submit to the Company in advance the questions connected with the issues on the agenda of the General Meeting of Shareholders; 3) to vote at General Meetings of Shareholders according to voting rights carried by their shares; 4) to receive information on the company specified in paragraph 1 of Article 18 of this Law; 5) to file a claim with the court for reparation of damage resulting from nonfeasance or malfeasance by the manager of the company and Board members of their duties prescribed by this Law and other laws and the Articles of Association of the company as well as in other cases laid down by laws. Article
4. Shareholder’s Right to Submit in Advance Questions to a Company
5. A company must reply to the questions connected with the issues on the agenda of the General Meeting of Shareholders and submitted by a shareholder to the company in advance before the General Meeting of Shareholders, where the questions were received by the company not later than three working days before the General Meeting of Shareholders.
6. If several questions of the same content have been submitted, the company may provide one overall answer thereto.
7. A company shall not present an answer to the question submitted by a shareholder personally to him when the relevant information is available in the question and answer format on the company’s website, if the company has one.
8. A company may refuse to present answers to the questions submitted by a shareholder if they are linked to the company’s commercial (industrial) secret, confidential information subject to informing the shareholder thereof, except for the cases when the shareholder who has submitted the question cannot be identified.
9. Paragraph 4 of this Article shall not apply when a shareholder or a group of shareholders holding or controlling more than ½ of shares present to the company a written pledge in the form prescribed by the company not to disclose a commercial (industrial) secret, confidential information. In such a case, shall be submitted responses to questions of shareholders shall be submitted to each shareholder in person. Article
10. Shareholder's Right to Vote
11. The right to vote at the General Meetings of Shareholders convened prior to the expiry of the time limit for the payment for the first share issue indicated in the Memorandum of Association shall be granted by the shares which have been subscribed for and for which initial contributions have been paid. The right to vote at other General Meetings of Shareholders shall be granted only by fully paid up shares.
12. If all voting shares of a company are of equal nominal value, each share shall give its holder one vote at the General Meeting of Shareholders. If voting shares are of a different nominal value, one share of the lowest nominal value shall give its holder one vote and the number of votes carried by other shares shall be equal to their nominal value divided by the smallest nominal value of a share.
13. The Articles of Association of a company may lay down that preference shares of certain classes shall not carry voting rights. The holders of the preference shares which do not carry the voting rights shall be given the right to vote in the cases specified in this Law.
14. A shareholder shall not be entitled to vote on a decision on the right of pre-emption in acquiring the shares issued by a company or on withdrawal of convertible debentures if the agenda of the General Meeting of Shareholders provides that the right to acquire the above securities is granted to this shareholder, the shareholder’s close relative, the shareholder’s spouse or cohabitee, where the partnership has been registered in accordance with the procedure established by law, and to a close relative of the spouse, if the shareholder is a natural person, also to the shareholder’s parent company or the shareholder’s subsidiary, if the shareholder is a legal person, unless the shareholder has acquired all the shares in the company. Article
15. Shareholder’s Right to Information
16. A company shall, at a shareholder’s written request and within 7 days from the receipt of the request, grant to the shareholder access to and/or submit to him copies of the following documents: the Articles of Association of the company, set of annual financial statements, annual reports of the company, the auditor’s opinion and audit reports, minutes of the General Meetings of Shareholders or other documents executing decisions of the General Meetings of Shareholders, the recommendations and responses of Supervisory Board to the General Meetings of Shareholders, the lists of shareholders, the lists of members of the Supervisory Board and the Board, also other documents of the company that must be publicly accessible under laws as well as minutes of the meetings of the Supervisory Board and the Board or other documents executing decisions of the above-mentioned company organs, unless these documents contain a commercial (industrial) secret of the company, confidential information. A shareholder or a group of shareholders who hold or control more than 1/2 of shares shall have the right to access all documents of the company subject to presenting to the company a written pledge in the form prescribed by the company not to disclose a commercial (industrial) secret, confidential information. A company may refuse to grant to a shareholder access to and/submit copies of documents, if it is not possible to identify the shareholder who requested the documents. A refusal to grant to the shareholder access to and/or submit copies of documents shall be executed by the company in writing if the shareholder so requests. Disputes relating to the shareholder’s right to information shall be settled in court.
17. A company’s documents, copies thereof or another information must be furnished to the shareholders free of charge, unless the Articles of Association of the company provide otherwise. The charge fixed in the Articles of Association shall not exceed the costs of furnishing of the documents and another information.
18. The list of shareholders of a company presented to the shareholders must contain the full names of the shareholders, the names of legal persons, the number of registered shares owned by the shareholders, the shareholders’ addresses for correspondence according to the most recent data available to the company. CHAPTER FIVE MANAGEMENT OF A COMPANY Article
19. Company’s Organs
20. A company shall have the General Meeting of Shareholders and a single-person management organ – the company manager.
21. A collegial supervisory body – the Supervisory Board and a collegial management organ – the Board may be formed in the company.
22. If the Supervisory Board is not formed in the company, its functions shall not be assigned to the scope of powers of other management organs.
23. Where the Board is not formed in the company, the functions assigned to the scope of powers of the Board shall be fulfilled by the company manager, except where this Law provides otherwise.
24. The General Meeting of Shareholders may not charge other management organs to address the issues assigned to its sphere of competence.
25. In the company's relations with other persons, the manager of the company shall act at his own discretion on behalf of the company.
26. Where quantitative representation is provided for in the Articles of Association of the company, the Articles of Association must set a specific rule of such representation whereunder the manager of the company must in all cases act on behalf of the company together with the members of the management organs.
27. The management organs of the company must act for the benefit of the company and its shareholders, comply with laws and other legal acts and be governed by the Articles of Association of the company.
28. Every candidate for the office of the manager of the company, to the position of the Board or Supervisory Board member must inform the electing body where and what position he holds, how his other activities are connected to the company and to other legal persons related to the company.
29. In the cases specified in paragraph 4 of Article 2.82 of the Civil Code, an action for declaring the decisions of the company bodies invalid may be brought by the shareholders, creditors, the manager of the company, members of the Board and Supervisory Board or other persons provided for by law within 30 days from the day when the plaintiff found out or should have found out about the contested decision. Article
30. Powers of the General Meeting of Shareholders
31. The General Meeting of Shareholders shall have the exclusive right to: 1) amend the Articles of Association of the company, unless otherwise provided for by this Law; 2) elect the members of the Supervisory Board; if the Supervisory Board is not formed, elect members of the Board, if neither the Supervisory Board nor the Board is formed, elect the manager of the company; 3) remove the Supervisory Board or its members, also the Board or its members elected by the General Meeting of Shareholders and the manager of the company; 4) select and remove the firm of auditors for the carrying out of the audit of annual financial statements, set the conditions for auditor remuneration; 5) determine the class, number, nominal value and the minimum issue price of the shares issued by the company; 6) take a decision regarding conversion of the company’s shares of one class into shares of another class, approve the share conversion procedure; 7) take a decision to replace the private limited liability company’s share certificates with shares; 8) approve the set of annual financial statements; 9) take a decision on profit/loss appropriation; 10) take a decision on the formation, use, reduction and liquidation of reserves; 11) take a decision on the issue of convertible debentures; 12) take a decision on withdrawal for all the shareholders the right of pre-emption in acquiring the company’s shares or convertible debentures of a specific issue; 13) take a decision on increase of the authorised capital; 14) take a decision on reduction of the authorised capital, except where otherwise provided for by this Law; 15) take a decision for the company to purchase own shares; 16) take a decision on the reorganisation or split-off of the company and approve the terms of reorganisation or split-off; 17) take a decision on transformation of the company; 18) take a decision on restructuring of the company; 19) take a decision on liquidation of the company, cancellation of the liquidation of the company, except where otherwise provided for by this Law; 20) elect and remove from office the liquidator of the company, except where otherwise provided for by this Law.
32. The General Meeting of Shareholders may also decide on other matters assigned within the scope of its powers by the Articles of Association of the company, unless these have been assigned under this Law within the scope of powers of other organs of the company and provided that, in their essence, these are not the functions of the management organs. Article
33. Right to Attend the General Meeting of Shareholders
34. The persons who are shareholders of the company on the day of the General Meeting of Shareholders or, in case of a public limited liability company, who were shareholders at the close of the accounting day of the meeting shall have the right to attend and vote at the General Meeting of Shareholders or repeat General Meeting of Shareholders in person, unless otherwise provided for by laws, or may authorise other persons to vote for them as proxies or may conclude an agreement on the disposal of the voting right with third parties. The shareholder’s right to attend the General Meeting of Shareholders shall also cover the right to speak and to enquire. The record date of the meeting of a public limited liability company shall be the fifth working day before the General Meeting of Shareholders or the fifth working day before the repeat General Meeting of Shareholders.
35. Members of the Supervisory Board, members of the Board, the manager of the company, the inspector of the General Meeting of Shareholders, the auditor who prepared the auditor’s report and report on audit may also attend and speak at the General Meeting of Shareholders.
36. A shareholder may vote in writing by filling in a general ballot paper. The filled-in general ballot paper may be transferred to the company by means of electronic communications, on the condition that the security of the information thus transmitted is ensured and it is possible to establish the shareholder’s identity.
37. The company may provide a possibility for shareholders to attend the General Meeting of Shareholders and to vote by means of electronic communications.
38. For the shareholders to be able to attend and vote at the General Meeting of Shareholders by means of electronic communications, only the requirements and restrictions which are necessary for establishing the shareholders’ identity and for ensuring the security of the transmitted information may be applied to the use of the means of electronic communications and only in the case when they are proportionate to achieving these goals.
39. The shareholders attending the General Meeting of Shareholders shall be registered in the shareholder registration list. This list shall indicate the number of votes granted to each shareholder by the shares held by him.
40. The shareholder registration list shall be signed by the chairman and secretary of the General Meeting of Shareholders. Where no secretary of the Meeting is elected, the list shall be signed by the chairman of the Meeting. Where all shareholders present at the Meeting voted in writing, the list shall be signed by the manager of the company.
41. A person attending the General Meeting of Shareholders and entitled to vote shall produce a document which is a proof of his identity. A person who is not a shareholder shall additionally produce a document attesting to his right to vote at the General Meeting of Shareholders. The requirement to present the document confirming a person’s identity shall not apply if votes are cast in writing by filling in a general voting ballot and by means of electronic communications. Article
42. Inspector of the General Meeting of Shareholders
43. The General Meeting of Shareholders shall elect the inspector of the General Meeting of Shareholders for the next Meeting, where the election of the inspector is provided for in the Articles of Association of the company.
44. The inspector of the General Meeting of Shareholders shall determine: 1) the total number of votes carried by the shares issued by the company on the day of the General Meeting of Shareholders; 2) the number of valid and invalid general ballot papers filled-in and submitted in advance; 3) the number of valid and invalid proxies submitted; 4) the number of submitted agreements on the disposal of voting rights; 5) the number of voting shares represented at the Meeting (in person, through proxies, through persons under agreements on the disposal of voting rights, under the general ballot papers filled-in advance, under other documents entitling to vote); 6) whether the Meeting has a quorum; 7) the results of voting at the General Meeting of Shareholders. *
45. The inspector of the General Meeting of Shareholders of the public limited liability company whose shares are admitted to trading on the regulated market shall, in addition to the actions established in paragraph 2 of this Article, establish the following in respect of each decision of the General Meeting of Shareholders: 1) the portion of the authorised capital which shall be represented by voting; 2) the number of shares of the shareholders attending the General Meeting of Shareholders whereby it was voted; 3) the total number of votes of shareholders who voted, from among them – the number of votes for and against each decision; *
46. If not a single shareholder requires at the General Meeting of Shareholders a detailed voting report before the beginning of voting, paragraph 3 of this Article shall not apply.
47. Where election of the inspector is not provided for in the Articles of Association of the company or the elected inspector is not able to fulfil his duties, the General Meeting of Shareholders shall elect the person responsible for the actions provided for in paragraphs 2 and 3 of this Article. *Note: The Article shall be supplemented with paragraphs 3 and 4 on 1 August 2009, paragraph 3 of Article 22 shall be renumerated as paragraph
48. Article
49. Convening of the General Meeting of Shareholders
50. The right of initiative to convene the General Meeting of Shareholders shall be vested in the Supervisory Board, the Board (if the Board is not formed, in the manager of the company) and the shareholders who have at least 1/10 of all votes, unless the Articles of Association provide for a smaller number of votes.
51. The General Meeting of Shareholders shall be convened by a decision of the Board or, in the

this Article, of the manager of the company, unless this Law establishes otherwise.

1. The General Meeting of Shareholders shall be convened by a decision of the manager of the company if: 1) no Board has been formed in the company, or 2) the number of the company’s Board members present is not more than a half of their number specified in the Articles of Association, or 3) the Board fails to convene the General Meeting of Shareholders in the cases and within the time limits laid down in this Law.
2. If the Board of the company or, in the cases referred to in paragraph 3 of this Article, the manager of the company fails to take the decision on convening within 10 days from the receipt of the request indicated in paragraph 5 of this Article, the General Meeting of Shareholders may be convened by a decision of the shareholders whose shares carry more than ½ of all the votes.
3. The initiators of convening of the General Meeting of Shareholders shall submit a request to the Board (or, in the

this Article, to the manager of the company) which must state the reasons for convening the Meeting and its purposes, present the proposals regarding the agenda, date and venue of the Meeting, drafts of the proposed decisions. The General Meeting of Shareholders must be held within 30 days after the date of receipt of the request . It shall not be mandatory to convene the General Meeting of Shareholders if the request does not comply with all the requirements set forth in this paragraph and the required documents have not been submitted or the issues proposed for the agenda are not within the scope of powers the General Meeting of Shareholders.

1. If the General Meeting of Shareholders is not held, a repeat General Meeting of Shareholders must be convened. Article
2. Convening the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders
3. An Annual General Meeting of Shareholders must be held every year at least within four months from the close of the financial year.
4. The Extraordinary General Meeting of Shareholders must be convened if: 1) the company’s equity capital falls below ½ of the authorised capital specified in the Articles of Association and the issue has not been discussed at the Annual General Meeting of Shareholders; 2) the number of the Supervisory Board or Board members elected by the General Meeting of Shareholders has declined to 2/3 of their number indicated in the Articles of Association or less than their minimum number prescribed by this Law; 3) the manager of the company elected by the General Meeting of Shareholders resigns or is unable to continue performing his duties; 4) the audit firm terminates a contract with the company or is for any other reasons unable to audit the company’s annual financial statements, where the audit is mandatory under this Law or is provided for by the Articles of Association; 5) the convening of the General Meeting of Shareholders is requested by the shareholders having the right of initiative to convene the General Meeting of Shareholders, the Supervisory Board, the Board or, if the Board is not formed, by the manager of the company; 6) the duration of the company specified in the Articles of Association is drawing to a close; 7) it is required under this Law and other laws or the company’s Articles of Association.
5. The General Meeting of Shareholders shall be convened by a court’s order if: 1) the Annual General Meeting of Shareholders has not been convened within 4 months from the close of the financial year and at least one shareholder of the company has brought the matter to the court; 2) the persons or company organs having the right of initiative to convene the General Meeting of Shareholders referred to the court regarding the failure of the Board or the manager of the company to convene the General Meeting of Shareholders as required under this Law; 3) the initiators of the convening of the General Meeting of Shareholders referred to the court regarding a failure of the Board or the manager of the company to convene the General Meeting of Shareholders upon the submission of the request as required under Article 23 of this Law; 4) at least one of the company’s creditors referred to the court regarding the failure to convene the General Meeting of Shareholders upon transpiration that the company’s equity company has fallen below ½ of the authorised capital specified in the Articles of Association. Article
6. Agenda of the General Meeting of Shareholders
7. The agenda of the General Meeting of Shareholders shall be drawn up by the company’s Board or, in the

Article 23of this Law, by the manager if the company.

Where the General Meeting of Shareholders is convened by a court’s order, the agenda shall be drawn up and submitted to the court together with other prescribed documents by the person or persons who referred to the court requesting to convene the General Meeting of Shareholders.

1. The issues proposed by the initiators of the General Meeting of Shareholders must be put on the agenda of the Meeting provided that these issues are within the scope of powers of the General Meeting of Shareholders.
2. The agenda of the General Meeting of Shareholders may be supplemented by the Supervisory Board, the Board (if the Board is not formed – by the manager of the company) or by the shareholders who hold shares carrying at least 1/20 of all the votes, unless the Articles of Association provide for a smaller proportion. The proposal to supplement the agenda shall be submitted in writing or by means of electronic communications. Draft decisions on the proposed issues or, when it is not mandatory to adopt decisions, explanatory notes on each proposed issue of the agenda of the General Meeting of Shareholders shall be presented alongside with the proposal. The agenda shall be supplemented where the proposal is received not later than 14 days before the General Meeting of Shareholders.
3. The organs of the company and persons referred to in paragraph 3 of this Article may, at any time before the General Meeting of Shareholders or during the Meeting, propose new draft decisions on the items put on the agenda of the Meeting, nominate additional candidates to members of the company organs, the audit firm.
4. If the agenda of the General Meeting of Shareholders indicated in a notice of the Meeting to be convened is supplemented, the shareholders must be notified of the changes in the same manner in which they were given notice of convening of the General Meeting of Shareholders not later than 10 days before the General Meeting of Shareholders.
5. If the agenda of the General Meeting of Shareholders provides for a removal from office of members of the company bodies or the audit firm, the issues relating respectively to election of new members of these company bodies or a new audit firm must be put on the agenda.
6. Only the agenda of the General Meeting of Shareholders which was not held shall be valid at the repeat General Meeting of Shareholders. Article
7. Notification of the General Meeting of Shareholders to be Convened
8. The Board of the company, the manager of the company, the persons or authority which adopted the decision on the convening of the General Meeting of Shareholders shall present to the company the information and documents required for drawing up of a notice of the convening of the General Meeting of Shareholders.
9. A notice of convening of the General Meeting of Shareholders must indicate: 1) the name, the address of the registered office and the code of the company; 2) the date, time and venue (address) of the Meeting; the record date of the Meeting and the explanation that only the persons who are shareholders at the close of the accounting day of the General Meeting of Shareholders (for a public limited liability company) shall be entitled to attend and vote at the General Meeting of Shareholders; 4) the rights accounting day if the decisions adopted at the General Meeting of Shareholders are related to the property right of shareholders specified in subparagraphs 1, 2, 3 and 4 of paragraph 1 of Article 15 of this Law and the explanation that these rights will be held by the persons who, at the close of the tenth working day after the General Meeting of Shareholders which adopted the appropriate decision, will be the shareholders of a public limited liability company (for a public limited liability company); 5) the agenda of the Meeting; 6) the persons who initiated the convening of the General Meeting of Shareholders; 7) the body of the company, the persons or the authority who adopted the decision on the convening of the General Meeting of Shareholders; 8) the purpose and intended method of reduction of the authorised capital, where the issue of reduction of the authorised capital is on the agenda of the Meeting; 9) the procedure of participation and voting at the General Meeting of Shareholders by means of electronic communications, if the Company provides such a possibility; where and how to receive draft decisions on each issue on the agenda of the General Meeting of Shareholders or, when the decisions need not be adopted, the explanations of the Supervisory Board, the Board (if the Board is not formed – the manager of the company) and the shareholders as well as other documents which must be submitted to the General Meeting of Shareholders and the information related to the exercise of the shareholders’ rights.
10. A notice of convening of the General Meeting of Shareholders needs not to contain a reference to the procedure indicated in subparagraph 9 of paragraph 2 of this Article if this notice specifies that the procedure can be accessed on the company’s website and provides the address of this website.
11. A notice of the convening of the General Meeting of Shareholders must be published in the daily indicated in the Articles of Association or delivered to each shareholder against acknowledgement of receipt or sent by registered post not later than 21 days before the General Meeting of Shareholders.
12. If the company creates for its shareholders a possibility to attend and vote at the General Meeting of Shareholders by means of electronic communications accessible to all shareholders, the General Meeting of Shareholders may decide, by not less than 2/3 of all the votes carried by the shares held by the shareholders attending the Meeting, that the company should notify the shareholders of the Extraordinary General Meeting of Shareholders in the manner specified in paragraph 4 of this Article at least 16 days before the day of the Extraordinary General Meeting of Shareholders. The decision shall be valid not longer than until the day of the Annual General Meeting of Shareholders.
13. If the General Meeting of Shareholders is not held, the repeat General Meeting of Shareholders shall be convened after the lapse of at least 5 days and not later than after the lapse of 21 days following the day of the General Meeting of Shareholders which was not held. The shareholders must be notified of the repeat General Meeting of Shareholders in the manner specified in paragraph 4 of this Article not later than 5 days before the repeat General Meeting of Shareholders.
14. The General Meeting of Shareholders may be convened in derogation of the time limits set in paragraphs 4, 5 and 6 of this Article subject to a written consent of all the shareholders who hold the shares conferring voting rights.
15. A notice of the convening of the General Meeting of Shareholders shall be published, delivered or sent to the shareholders free of charge in any manner set in this Law.
16. The documents confirming that the shareholders have been given notice of the convening of the General Meeting of Shareholders must be announced at the opening of the Meeting.
17. At least 10 days before the General Meeting of Shareholders, the shareholders must be granted access to the documents held by the company relating to the agenda of the Meeting, including draft decisions or, when the decisions need not be adopted, the explanations of the Supervisory Board, the Board (where the Board is not formed – the manager of the company) and the shareholders on the issue of the agenda of the General Meeting of Shareholders proposed by them as well as the request by the initiators of convening the General Meeting of Shareholders filed to the Board or, in the

Article 23of this Law, to the manager of the company.

If the shareholder requests so in writing, the manager of the company shall, within 3 days from the receipt of the written request, deliver to the shareholder against his signed acknowledgement of receipt or send by registered mail all draft decisions of the Meeting or, when the decisions need not be adopted, the explanations of the Supervisory Board, the Board (where the Board is not formed – the manager of the company) and the shareholders on the issue of the agenda of the General Meeting of Shareholders proposed by them. The draft decisions must indicate the initiator thereof. Where the initiator of a draft decision submits a substantiation of the draft decision, it must be attached to the draft decision.

1. Paragraphs 3, 4, 5, 6, 7 and 10 of this Article shall not apply to the public limited liability companies whose shares have been admitted to trading on the regulated market. Article
2. Specifics of Notification of the Convening of the General Meeting of Shareholders of the Public Limited Liability Company whose Shares have been Admitted to Trading on the Regulated Market
3. A notice of the convening of the General Meeting of Shareholders of the public limited liability company whose shares have been admitted to trading on the regulated market must, in addition to the information indicated in paragraph 2 of Article 26 of this Law, contain the following information: 1) the shareholders’ right to propose supplements to the agenda of the General Meeting of Shareholders by submitting with every proposed additional issue a draft decision of the General Meeting of Shareholders or, when a decision needs not to be adopted, the shareholder’s explanation, the procedures for exercising this right which the shareholders must observe and the term by which the shareholders shall be entitled to submit proposals to supplement the agenda of the General Meeting of Shareholders; 2) the shareholders’ right to propose draft decisions on the issues which have been included or will be included in the agenda of the General Meeting of Shareholders, the procedures for exercising this right which the shareholders must observe and the term by which the shareholders shall be entitled to submit draft proposals; 3) the shareholders’ right to submit to the company in advance the questions relating to the issues on the agenda of the General Meeting of Shareholders, the procedures for exercising this right which the shareholders must observe and the term by which the shareholders shall be entitled to pose in advance the questions relating to the agenda of the General Meeting of Shareholders; 4) the procedure of proxy voting at the General Meeting of Shareholders, the form of representing the shareholder at the General Meeting of Shareholders, if it is established, and the procedure and dates for giving authorization by electronic communication facilities; 5) the procedure for voting in writing when a general ballot paper is filled-in; 6) the address of the website where the information indicated in Article 262 of this Law will be presented.
5. The procedures for exercising the shareholders’ rights listed in subparagraphs 1, 2 and 3 of paragraph 1 of this Article which must be observed by shareholders need not be referred to in a notice of the convening the General Meeting of Shareholders if the notice specifies that those procedures are presented on the website of the public limited liability company whose shares are admitted to trading on the regulated market.
6. A notice of the convening of the General Meeting of Shareholders of the public limited liability company whose shares are admitted to trading on the regulated market must be published in the Republic of Lithuania and all other EU member states as well as countries of the European Economic Area not later than 21 days before the General Meeting of Shareholders according to the procedure laid down in the Law on Securities. The notice of the convening of the General Meeting of Shareholders may be additionally published in a daily referred to in the Articles of Association of the public limited liability company whose shares are admitted to trading on the regulated market if such an additional manner of publication is specified in the Articles of Association.
7. If a public limited liability company whose shares have been admitted to trading at the regulated market creates for its shareholders a possibility to attend and vote at the General Meeting of Shareholders by means of electronic communications accessible to all shareholders, the General Meeting of Shareholders may decide by not less than 2/3 of all the votes carried by the shares held by the shareholders attending the Meeting that the company should notify the shareholders of the Extraordinary General Meeting of Shareholders in the manner specified in paragraph 3 of this Article at least 16 days before the day of the Extraordinary General Meeting of Shareholders. Such a decision shall be valid not longer than until the day of the Annual General Meeting of Shareholders.
8. If the General Meeting of Shareholders is not held, the repeat General Meeting of Shareholders shall be convened after the lapse of at least 14 days and not later than after the lapse of 21 days following the day of the General Meeting of Shareholders which was not held. The shareholders must be notified of the repeat General Meeting of Shareholders in the manner specified in paragraph 3 of this Article not later than 14 days before the repeat General Meeting of Shareholders. Article
9. Presentation on the Website of the Information and Documents of a Public Limited Liability Company whose Shares are Admitted to be Traded on the Regulated Market
10. A public limited liability company whose shares are admitted to trading on the regulated market must provide on the website to the shareholders during the entire period beginning not later than before 21 days until the General Meeting of Shareholders the following information and documents: 1) a notice of the convening of the General Meeting of Shareholders 2) the total number of shares and the shares carrying the voting rights on the day of convening of the General Meeting of Shareholders (including the number of shares according to classes, if there are shares of different classes); 3) draft decisions on every issue on the agenda of the General Meeting of Shareholders or, when decisions need not be adopted, the explanations of the Supervisory Board, the Board (if the Board is not formed – the manager of the company) and the shareholders, as well as other documents which must be presented to the General Meeting of Shareholders; 4) a general ballot paper and the form of a proxy to represent a shareholder at the General Meeting of Shareholders, if it is established, which must be used in proxy voting, except in the cases when the general ballot paper and the form of the proxy to represent the shareholder at the General Meeting of Shareholders are sent directly to each shareholder.
11. The supplemented agenda, also the draft decisions proposed and, when decisions need not be adopted, the explanations of the Supervisory Board, the Board (if the Board is not formed – the manager of the company) and the shareholders shall be forthwith presented on the website on the public limited liability company whose shares are admitted to trading on the regulated market.
12. When owing to technical reasons a general ballot paper indicated in subparagraph 4 of paragraph 1 of this Article and the form of a proxy to represent a shareholder at the General Meeting of Shareholders, if it is established, may not be presented on the website of the public limited liability company whose shares are admitted to trading on the regulated market, it shall be specified how the documents may be received in the printed form. . If the shareholders so require, the public limited liability company whose shares are admitted to trading on the regulated market must send by registered mail free of charge the general ballot paper and the form of the proxy to represent the shareholder at the General Meeting of Shareholders, if it is established, or deliver them in person against signed acknowledgement of receipt to the shareholders who so require.
13. When according to paragraph 4 of Article 261 of this Law a notice of the Extraordinary General Meeting of Shareholders is published not later than 16 days before the General Meeting of Shareholders, whereas according to paragraph 5 of Article 261 of this Law a notice of the repeat General Meeting of Shareholders is given not later than 14 days before the repeat General Meeting of Shareholders, the time limit specified in paragraph 1 of this Article shall be accordingly reduced.
14. A public limited liability company whose shares are admitted to trading on the regulated market shall, not later than within 7 days after the General Meeting of Shareholders, present to shareholders on the website the voting results established on the basis of paragraphs 2 and 3 of Article 22 of this Law. Article
15. Quorum of the General Meeting of Shareholders and Decision-making
16. A General Meeting of Shareholders may take decisions and shall be held valid if attended by the shareholders who hold the shares carrying not less than ½ of all votes. After the presence of a quorum has been established, the quorum shall be deemed to be present throughout the Meeting. If the quorum is not present, the General Meeting of Shareholders shall be considered invalid and a repeat General Meeting of Shareholders must be convened, which shall be authorised to take decisions only on the issues on the agenda of the meeting that was not held and to which the quorum requirement shall not apply.
17. If consent of the holders of a certain class of shares is necessary for taking a decision, the decision regarding this consent shall be taken by a meeting of the holders of the relevant class of shares. Such a meeting may take decisions and shall be held valid if attended by the shareholders who own over ½ of all shares of that class. The provisions laid down by this Law for convening the General Meeting of Shareholders in respect of the convening of the meeting, representation by proxy, establishment of the quorum, decision-making and drawing up of the minutes shall apply to convening of this Meeting (also the repeat Meeting).
18. Every General Meeting of Shareholders must elect the chairman and the secretary of the Meeting. It shall be possible not to elect the secretary if the General Meeting of Shareholders is attended by less than 3 shareholders. The chairman and the secretary shall not be elected if all the shareholders attending the Meeting voted in writing.
19. For the purpose of establishing the total number of the votes carried by the shares of a company and the quorum of the General Meeting of Shareholders, the following shares shall be considered to be non-voting shares: 1) the own shares purchased by the company; 2) non-voting preference shares of the class specified in the Articles of Association.
20. If a shareholder exercises his right to vote in writing, he shall, upon familiarising with the agenda of the General Meeting of Shareholders and draft decisions, fill in and submit to the company a general ballot paper notifying the General Meeting of Shareholders of whether he is “for” or “against” each decision. The shareholders who have voted in writing in advance shall be considered as being present at the General Meeting of Shareholders and their votes shall be included in the quorum of the meeting and the results of voting. The general ballots papers of the meeting which was not held shall be valid at the repeat General Meeting of Shareholders. A shareholder shall not be entitled to vote at the General Meeting of Shareholders when considering a decision in respect of which he expressed his will in advance in writing.
21. If in the cases specified by this Law a shareholder is not entitled to vote when taking decisions on separate issues, the results of the voting on these separate issues shall be determined according to the number of votes of the shareholders present at the Meeting and entitled to vote on a specific issue.
22. Voting at the General Meeting of Shareholders shall be open. Secret voting shall be mandatory for all shareholders on the issues on which at least one shareholder requests a secret vote be taken, provided that he is supported by the shareholders whose shares carry at least 1/10 of the votes at this General Meeting of Shareholders.
23. A decision of the General Meeting of Shareholders shall be considered taken if more votes of the shareholders have been cast for it than against it, unless this Law or the Articles of Association of the company prescribe a larger majority.
24. The General Meeting of Shareholders shall not be entitled to take decisions on the issues that are not on the agenda, except when the meeting is attended by all the shareholders whose shares carry voting rights and no shareholder has voted in writing. Article
25. Decisions Taken by a Qualified Majority Vote.
26. The General Meeting of Shareholders shall take the following decisions by a qualified majority vote that must be not less than 2/3 of all the votes carried by the shares held by the shareholders attending the Meeting: 1) amending of the Articles of Association of the company, except where otherwise stipulated by this Law; 2) determination of the class, number, nominal value and the minimum issue price of the shares issued by the company; 3) conversion of the company’s shares of one class into shares of another class, approval of the share conversion procedure; 4) replacement of a private limited liability company’s share certificates with shares; 5) appropriation of profit (loss); 6) building up, drawing on, reduction or liquidation of reserves; 7) issuance of convertible debentures; 8) increase of the authorised capital; 9) reduction of the authorised capital, except where otherwise stipulated by this Law; 10) reorganisation or split-off of the company or approval of the terms of reorganisation or split-off of the company; 11) transformation of the company; 12) restructuring of the company; 13) liquidation of the company and cancellation of the company’s liquidation, except where otherwise stipulated by this Law.
27. The decision to withdraw for all shareholders the pre-emption right in acquiring the company’s newly issued shares or convertible debentures of a specific issue shall require a qualified majority vote that must be not less than 3/4 of all the votes carried by the shares of the shareholders present at the General Meeting of Shareholders and entitled to vote when deciding on the issue.
28. The Articles of Association of the company may provide for a larger qualified majority than 2/3 of the votes required to take the decisions specified in paragraph 1 of this Article and a larger qualified majority than 3/4 of the votes required to take the decision referred to in paragraph 2 of this Article. Article
29. Minutes of the General Meeting of Shareholders
30. Minutes shall be taken of all General Meetings of Shareholders. The minutes need not be taken where the decisions taken are signed by all shareholders of the company as well as in the cases when the company has a single shareholder.
31. The minutes shall be signed by the chairman and secretary of the General Meeting of Shareholders and may also be signed by the persons authorised by the General Meeting of Shareholders. Where the secretary of the Meeting is not elected, the minutes shall be signed by the chairman of the Meeting. Where all the shareholders attending the Meeting have voted in writing, the manager of the company shall draw up and sign the minutes recording the votes cast.
32. The minutes must be drawn up and signed not later than within 7 days after the date of the General Meeting of Shareholders.
33. The persons who attended the General Meeting of Shareholders shall be entitled to have access to the minutes and submit their comments or opinion in writing on the facts presented in the minutes and the drawing up of the minutes within 3 days from the moment of access thereto, but not later than within 10 days after the General Meeting of Shareholders.
34. The following documents shall be attached to the minutes: the list of registration of the shareholders who attended the General Meeting of Shareholders; the proxies and other documents certifying the persons’ voting right; the general ballot papers of the shareholders who voted in advance in writing; documentary proof of notification of the shareholders as regards the convening of the General Meeting of Shareholders; comments on the minutes and a conclusion on these comments given by the persons who signed the minutes.
35. Where all shares in the company are held by a single person, his written decisions shall be equivalent to the decisions of the General Meeting of Shareholders.
36. The minutes or other documents whereby the decisions of the General Meeting of Shareholders are executed shall be official documents. They shall be stored and processed according to the procedure laid down in the Law on Archives. Forgery of these documents shall be punishable under law. Article
37. General Ballot Paper
38. Upon a written request of the shareholders holding the voting right, the company must prepare and, at least 10 days before the General Meeting of Shareholders, send the general ballot papers by registered mail or deliver them against acknowledgement of receipt to the shareholders who so requested.
39. The following must be indicated in the general ballot paper: 1) drafts of all the decisions proposed before the day of dispatch of the general ballot paper. The wording of the draft decisions must allow a shareholder to vote either “for” or “against” the decision; 2) candidates to the members of the company’s organs elected at the General Meeting of Shareholders, the firm which is a candidate to the elected firm of auditors. The candidates must be presented in the manner which would allow a shareholder to mark the candidate he votes for or the number of votes he gives to each candidate.
40. The filled-in general ballot paper must contain the full name and personal number of the shareholder who is a natural person, the name and code of the shareholder who is a legal person.
41. The filled-in general ballot papers shall be signed by a shareholder or another person entitled to vote by the shares held by this shareholder. If the filled-in general ballot paper is signed by the person who is not a shareholder, the document attesting the right to vote must be attached to the filled-in general ballot paper
42. The general ballot paper shall be deemed to be valid and may not be recalled if it meets the requirements laid down in paragraphs 3 and 4 of this Article and is received by the company before the General Meeting of Shareholders.
44. If the general ballot paper does not meet the requirements laid down in paragraphs 3 and 4 of this Article, a shareholder shall be considered not to have voted in advance.
45. If the general ballot paper has been filled-in in a manner making it impossible to determine the will of the shareholder on a separate issue, the shareholder shall be considered not to have voted in advance. Article
46. Proxy Voting
47. At the General Meeting of Shareholders, a proxy holder shall have the same rights as would be held by the shareholder represented by him.
48. At the General Meeting of Shareholders, a proxy holder may be authorised by more than one shareholder.
49. A proxy holder must vote at the General Meeting of Shareholders keeping to the instructions given by a shareholder. If the proxy holder is authorised to vote at the same General Meeting of Shareholders by more than one shareholder, he may vote differently according to the instructions given by each shareholder. Article
50. Specifics of a Proxy Given by Means of Electronic Communications and Notice Thereof to the Public Limited Liability Company whose Shares are Admitted to Trading on the Regulated Market
51. A shareholder of the public limited liability company whose shares are admitted to trading on the regulated market may, by means of electronic communications, authorise a natural or legal person to participate and vote in his name at the General Meeting of Shareholders. Such a proxy of the shareholder need not be certified by a notary.
52. A shareholder must notify the public limited liability company whose shares are admitted to trading on the regulated market of a proxy given by means of electronic communications.
53. The proxy referred to in paragraph 1 of this Article and the notice of the given proxy specified in paragraph 2 of this Article must be executed in writing. They shall be submitted to the public limited liability company whose shares are admitted to trading on the regulated market by means of electronic communications.
54. The public limited liability company whose shares are admitted to trading on the regulated market must provide conditions for shareholders to submit the proxies specified in paragraph 1 of this Article and the notices of the given proxies indicated in paragraph 2 of this Article by means of electronic communications provided the security of the information transmitted is ensured and the identity of the shareholder may be established.
55. Only the requirements which are necessary for establishing the identity of the shareholder and proxy holder and for checking the content of voting instructions and only where these are proportionate to attaining the said goals may apply to the proxy referred to in paragraph 1 of this Article, the notice of the given proxy indicated in paragraph 2 of this Article and the voting instructions given to the proxy holder.
56. Paragraphs 1–5 of this Article shall mutatis mutandis apply to the withdrawal of a proxy.
57. If the shareholder’s shares of the public limited liability company whose shares are admitted to trading on the regulated market are kept in several securities accounts, the shareholder may authorise a separate proxy holder to attend and vote at the General Meeting of Shareholders in accordance with the rights carried by the shares kept in every securities account. In such a case, the authorisations given by the shareholder shall be valid for one General Meeting of Shareholders. Article
58. Communication of Information to the Public Limited Liability Companies whose Shares are Admitted to Trading on the Regulated Market
59. The shareholder holding shares in the public limited liability company whose shares are admitted to trading on the regulated market, where the shares have been acquired in his own name, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the company whose shares are admitted to trading on the regulated market the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders.
60. A shareholder indicated in paragraph 1 of this Article may put a part of the votes carried by shares to a different vote than when voting other shares. Article
61. Formation of the Supervisory Board
62. The Supervisory Board shall be a collegial body supervising the activities of the company. The Supervisory Board shall be managed by its chairman.
63. The number of members of the Supervisory Board shall be set by the Articles of Association of the company. The Supervisory Board must have at least 3 and not more than 15 members.
64. The Supervisory Board shall be elected by the General Meeting of Shareholders. When electing the Supervisory Board members, each shareholder shall have the number of votes equal to the number of votes carried by the shares he owns multiplied by the number of members of the Supervisory Board being elected. The shareholder shall distribute the votes at his own discretion, giving them to one or several candidates. The candidates who receive the largest number of votes shall be elected. If the number of candidates who received the equal number of votes exceeds the number of vacancies on the Supervisory Board, a repeat voting shall be held in which each shareholder may vote only for one of the candidates who received the equal number of votes.
65. The Supervisory Board shall be elected for the period laid down in the Articles of Association of the company, which shall not be longer than 4 years. The Supervisory Board shall perform its functions for the period laid down in the Articles of Association or until a new Supervisory Board is elected, but not for longer than the date of the Annual General Meeting of Shareholders to be held during the final year of its term of office. The number of the terms of office of a member of the Supervisory Board shall not be limited.
66. The Supervisory Board shall elect the chairman of the Supervisory Board from among its members.
67. The following persons shall be prohibited from serving on the Supervisory Board: a) the manager of the company; 2) member of the company’s Board; 3) a person who may not hold this office under legal acts.
68. The Supervisory Board or its members shall commence their activities after the close of the General Meeting of Shareholders which elected the Supervisory Board or its members.
69. Where the Articles of Association of the company are amended due to the formation of the Supervisory Board or increase in the number of its members, newly elected members of the Supervisory Board may commence their activities solely from the date of registration of the amended Articles of Association. In this case, a decision regarding the amendment of the Articles of Association may be adopted and election of the new members of the Supervisory Board may take place at the same General Meeting of Shareholders provided that this is included in the agenda of the Meeting.
70. The General Meeting of Shareholders may remove from office the entire Supervisory Board or its individual members before the expiry of the term of office of the Supervisory Board.
71. A member of the Supervisory Board may resign from office before the expiry of his term of office by giving a written notice thereof to the company at least 14 days in advance.
72. If a member of the Supervisory Board is removed from office, resigns or discontinues the performance of his duties for other reasons and the shareholders whose shares carry at least 1/10 of all votes object to the election of individual members of the Supervisory Board, the Supervisory Board shall lose its powers, and the entire Supervisory Board shall be subject to election. Where individual members of the Supervisory Board are elected, they shall be elected only until the expiry of the term of office of the current Supervisory Board.
73. The members of the Supervisory Board may be paid bonuses for their work on the Board according to the procedure laid down in Article 59 of this Law. Article
74. Powers of the Supervisory Board and Decision-Making
75. The Supervisory Board shall: 1) elect the members of the Board (the manager of the company, if the Board is not formed) and remove them from office. If the company is operating at a loss, the Supervisory Board must consider the suitability of the Board members (if the Board is not formed, the manager of the company) for their office; 2) supervise the activities of the Board and the manager of the company; 3) submit its comments and proposals to the General Meeting of Shareholders on the company’s operating strategy, set of annual financial statements, draft of profit/loss appropriation and the annual report of the company as well as the activities of the Board and the manager of the company; 4) submit proposals to the Board and the manager of the company to revoke their decisions which are in conflict with laws and other legal acts, the Articles of Association of the company or the decisions of the General Meeting of Shareholders; 5) address other issues assigned to the scope of powers of the Supervisory Board by the Articles of Association of the company as well as by the decisions of the General Meeting of Shareholders regarding the supervision of the activities of the company and its management organs.
76. The Supervisory Board shall not be entitled to assign or delegate the functions assigned to the scope of its powers by this Law and the Articles of Association of the company to other organs of the company.
77. The Supervisory Board shall be entitled to ask the Board of the company and the manager of the company to submit the documents related to the activities of the company.
78. Members of the Supervisory Board must keep the commercial (industrial) secrets and confidential information of the company which they obtained while holding the office of members of the Supervisory Board.
80. The meetings of the Supervisory Board shall be convened by the chairman of the Supervisory Board. The meetings of the Supervisory Board may also be convened by the decision taken by at least of 1/3 of the Supervisory Board members.
81. Members of the Supervisory Board shall have equal rights. During voting, each member shall have one vote. Where equal votes are cast “for” and “against”, the chairman of the Supervisory Board shall have the casting vote.
82. A member of the Supervisory Board may express his will “for” or “against” the decision put to vote upon familiarising himself with the draft thereof by taking a written vote or by voting by means of electronic communications, on the condition that the security of the information transmitted is ensured and it is possible to establish the identity of the person who has voted.
83. The Supervisory Board may take decisions, and its meeting shall be considered to have been held if attended by more than a half of the members of the Supervisory Board. The members of the Supervisory Board who have voted in advance shall also be considered to have attended the meeting. A decision of the Supervisory Board shall be taken if the number of votes cast for it exceeds the number of votes cast against, unless the Articles of Association of the company require a larger majority. A decision to remove a member of the Board from office may be taken if at least 2/3 of the Supervisory Board members present at the meeting vote for it.
84. Minutes must be taken of meetings of the Supervisory Board.
85. The working procedure of the Supervisory Board shall be laid down in the rules of procedure of the Supervisory Board adopted by it. Article
86. Formation of the Board
87. The Board is a collegial management organ of the company.
88. The number of the Board members shall be laid down in the Articles of Association of the company. The Board must have at least 3 members.
89. The Board shall be elected by the Supervisory Board for a term specified in the Articles of Association of the company, which may not exceed 4 years. If the Supervisory Board is not formed, the Board shall be elected by the General Meeting of Shareholders according to the procedure laid down in paragraph 3 of Article 31 of this Law for the election of the Supervisory Board. If individual members of the Board are elected, they shall serve only until the expiry of the term of office of the current Board.
90. The Board shall elect the chairman of the Board from among its members.
91. The Board shall perform its functions for the period laid down in the Articles of Association or until a new Board is elected and commences its activities, but not longer than until the Annual General Meeting of Shareholders to be held during the final year of its term of office.
92. Only a natural person may be elected a member of the Board. The number of terms of office a member of the Board shall not be limited. The following persons may not be a member of the Board: 1) a member of the Supervisory Board of the company; 2) a person who may not hold this office under legal acts.
93. The Board or its members shall commence their activities after the close of the General Meeting of Shareholders or the meeting of the Supervisory Board which elected the Board or its members.
94. Where the Articles of Association of the company are amended due to the formation of the Board or increase in the number of its members, newly elected members of the Board may commence their activities solely from the date of registration of the amended Articles of Association. In this case, a decision regarding the amendment of the Articles of Association may be adopted and election of the new members of the Board may take place at the same General Meeting of Shareholders provided this is included in the agenda of the Meeting.
95. The Supervisory Board (if the Supervisory Board is not formed, the General Meeting of Shareholders) may remove from office the entire Board or its individual members before the expiry of their term of office.
96. A member of the Board may resign from office prior to the expiry of his term of office upon giving a written notice thereof to the company at least 14 days in advance.
97. Members of the Board may be paid bonuses for their work on the Board according to the procedure laid down in Article 59 of this Law. Article
98. Powers of the Board
99. The Board shall consider and approve: 1) the operating strategy of the company; 2) the annual report of the company; 3) the management structure of the company and the positions of the employees; 4) the positions to which employees are recruited through competition; 5) regulations of branches and representative offices of the company.
100. The Board shall elect and remove from office the manager of the company, fix his salary and set other terms of the employment contract, approve his job description, provide incentives for and impose penalties against him.
101. The Board shall determine which information shall be considered to be the company's commercial (industrial) secret and confidential information. Any information which must be publicly available under this Law and other laws may not be considered to be the commercial (industrial) secret and confidential information.
102. The Board shall take the following decisions: 1) decisions for the company to become an incorporator or a member of other legal entities; 2) decisions on the opening of branches and representative offices of the company; 3) decisions on the investment, disposal or lease of the fixed assets the book value whereof exceeds 1/20 of the authorised capital of the company (calculated individually for every type of transaction); 4) decisions on the pledge or mortgage of the fixed assets the book value whereof exceeds 1/20 of the authorised capital of the company (calculated for the total amount of transactions); 5) decisions on offering of surety or guarantee for the discharge of obligations of third parties the amount whereof exceeds 1/20 of the authorised capital of the company; 6) decisions on the acquisition of the fixed assets the price whereof exceeds 1/20 of the authorised capital of the company; 7) decisions on restructuring of the company in the cases laid down by the Law on Restructuring of Enterprises; 8) other decisions assigned to the scope of powers of the Board by this Law, the Articles of Association of the company or the decisions of the General Meeting of Shareholders.
103. The Articles of Association may provide that the Board must obtain the approval of the General Meeting of Shareholders before adopting the decisions referred to in subparagraphs 3, 4, 5 and 6 of paragraph 4 of this Article. The approval given by the General Meeting of Shareholders shall not release the Board from responsibility for the decisions adopted.
104. Before adopting a decision on investment of funds or other assets in another legal entity, the Board must notify thereof the creditors wherewith the company failed to settle within the prescribed time limit, if the aggregate amount of arrears to these creditors exceeds 1/20 of the authorised capital of the company.
105. The Board shall analyse and evaluate the information submitted by the manager of the company on: 1) the implementation of the operating strategy of the company; 2) the organisation of the activities of the company; 3) the financial status of the company; 4) the results of business activities, income and expenditure estimates, the stocktaking and other accounting data of changes in the assets.
106. The Board shall analyse and assess a set of the company’s annual financial statements and draft of profit/loss appropriation and shall submit them to the Supervisory Board and to the General Meeting of Shareholders together with the annual report of the company.
107. The Board shall be responsible for the convening and organisation of the General Meetings of Shareholders in due time.
108. The Board must submit to the Supervisory Board the documents as requested by it and related to the activities of the company.
109. Members of the Board must keep commercial (industrial) secrets of the company and confidential information which they obtained while holding the office of members of the Board.
110. The working procedure of the Board shall be laid down in the rules of procedure of the Board adopted by it. Article
111. Adoption of Decisions of the Board
112. Each member of the Board shall have the right of initiative to convene the Board meeting.
113. During voting, each member shall have one vote. Where equal votes are cast “for” and “against”, the chairman of the Board shall have the casting vote.
114. A member of the Board may express his will “for” or “against” the decision put to vote in advance by taking a written vote or by means of electronic communications, on the condition that the security of the information transmitted is ensured and it is possible to establish the identity of the person who has voted.
115. The Board may adopt decisions and its meeting shall be deemed to have been held when the meeting is attended by more than 2/3 of the members of the Board, unless the Articles of Association of the company require a larger number of the members attending the meeting. The members of the Board who have voted in advance shall also be deemed to be present at the meeting. A decision of the Board shall be adopted if more than a half of the elected Board members vote for it, unless the Articles of Association of the company provide otherwise.
116. A member of the Board shall not be entitled to vote when the meeting of the Board discusses the issue related to his work on the Board or the issue of his responsibility.
117. Unless the manager of the company is a member of the Board, the Board shall invite him to every meeting of the Board and shall give him access to information on the issues on the agenda.
118. Minutes must be taken of the meetings of the Board. Article
119. Repealed on 27 of July
120. Article
121. Manager of the Company
122. The manager of the company shall be a single-person management body of the company.
123. The manager of the company must be a natural person. A person may not be the manager of the company if he may not hold this office under legal acts.
124. The manager of the company shall be elected and removed from office by the Board (if the Board is not formed, by the Supervisory Board or, if the Supervisory Board is not formed either, by the General Meeting of Shareholders), which shall also fix his salary, approve his job description, provide incentives and impose penalties. The manager of the company shall assume office after the election, unless otherwise provided for in the contract concluded with him. A person authorised by the company’s body which elected the manager of the company or removed him from office must, within 5 days notify the manager of the Register of Legal Entities of the election or removal from office of the manager of the company as well as the expiry of his contract for other reasons.
125. An employment contract shall be concluded with the manager of the company. The contract with the manager of the company shall be signed on behalf of the company by the chairman of the Board or by another member authorised by the Board (if the Board is not formed, by the chairman of the Supervisory Board or another member authorised by the Supervisory Board or, if the Supervisory Board is not formed either, by a person authorised by the General Meeting of Shareholders). If the manager of the company is the chairman of the Board, the employment contract with him shall be signed by the member of the Board authorised by the Board. A contract on full material liability may be concluded with the manager of the company. If the body which elected the manager of the company adopts a decision on his removal from office, the employment contract concluded therewith shall be terminated. Labour disputes between the manager of the company and the company shall be settled by court.
126. In his activities, the manager of the company shall be guided by laws and other legal acts, the Articles of Association of the company, decisions of the General Meeting of Shareholders, decisions of the Supervisory Board and the Board, and his job description.
127. The manager of the company shall organise daily activities of the company, hire and dismiss employees, conclude and terminate employment contracts therewith, provide incentives and impose penalties.
128. Repealed on 25 November
130. The manager of the company shall act on behalf of the company and shall be entitled to enter into transactions at his own discretion, except where the Articles of Association of the company provide for a quantitative representation of the company. The manager of the company may conclude the transactions referred to in subparagraphs 3, 4, 5 and 6 of paragraph 4 of Article 34 of this Law, provided there is a decision of the Board of the company (if the Board is formed in the company) to enter into these transactions. If the Board is not formed in the company, the manager of the company shall adopt the decisions and carry out the actions specified in paragraphs 1, 3, 4, 5 , 6, 8, 9 and 10 of Article 34 of this Law.
131. The manager of the company must keep commercial (industrial) secrets and confidential information of the company which he learned while holding this office.
132. The manager of the company shall be responsible for: 1) organisation of activities and implementation of purposes of the company; 2) drawing up of the set of annual financial statements and drafting of the annual report of the company; 3) conclusion of a contract with a firm of auditors where the audit is mandatory under laws or the Articles of Association of the company; 4) submission of information and documents to the General Meeting of Shareholders, the Supervisory Board and the Board in the cases laid down in this Law or at their request; 5) submission of documents and particulars of the company to the manager of the Register of Legal Entities; 6) submission of the documents of a public limited liability company to the Securities Commission and the Central Securities Depository of Lithuania; 7) publication of the information referred to in this Law in the daily indicated in the Articles of Association; 8) submission of information to shareholders; 9) performance of other duties laid down in this Law and other laws and legal acts as well as in the Articles of Association and the staff regulations of the manager of the company.
133. The manager of a private limited liability company shall be responsible for management of personal securities accounts of holders of the shareholders’ uncertificated shares and registration of holders of certificated shares in the company, except when the accounting of the uncertificated shares is outsourced to account managers.
134. Where a single person acquires all shares in a company or the holder of all shares in a company divests of all or a part of the company’s shares to other persons, the manager of the company must notify the manager of the Register of Legal Entities thereof within 5 days after the day of receipt of the notice referred to in paragraph 4 of Article 14 of this Law.
135. The manager of the company must ensure that the auditor receives all the documents necessary to carry out the audit specified in the contract with the firm of auditors. CHAPTER SIX CAPITAL OF THE COMPANY Article
136. Structure of the Equity Capital of the Company
137. The equity capital of a company shall consist of: 1) the amount of the paid-up authorised capital; 2) the amount of share premium; 3) the revaluation reserve; 4) the mandatory reserve; 5) the reserve for the acquisition of own shares; 6) other reserves; 7) the unappropriated result – profit/loss.
138. The amount of the authorised capital shall be equal to the aggregate amount of the nominal values of all shares subscribed for in the company.
139. If the equity capital of a company falls below 1/2 of the amount of the authorised capital as referred to in the Articles of Association, the Board (if the Board is not formed, the manager of the company) must convene the General Meeting of Shareholders within 3 months from the day on which it learned or ought to have learnt about the existing situation. This General Meeting of Shareholders must consider the issues regarding the decisions referred to in subparagraph 2 of paragraph 9 and paragraph 10 of Article 59 of this Law. The situation existing in the company must be remedied within 6 months from the day on which the Board learnt or ought to have learnt about the existing situation.
140. If, in the case referred to in paragraph 3 of this Article, the General Meeting of Shareholders fails to adopt a decision on remedying the situation existing in the company or such a situation is not remedied within 6 months from the day on which the Board learnt or ought to have learnt about the existing situation, the Board of the company (if the Board is not formed, the manager of the company) must, within 2 months from the General Meeting of Shareholders held, refer to court for reduction of the company’s authorised capital by the amount whereby the equity capital has fallen below the authorised capital. However, if following the reduction the authorised capital was less than the minimum amount of the authorised capital specified in Article 2 of this Law, it may be reduced only to the minimum amount of the authorised capital specified in Article 2 of this Law.
141. After a court’s decision on reduction of the company’s authorised capital becomes effective, the Board of the company (if the Board is not formed, the manager of the company) must make relevant amendments to the Articles of Association of the company changing the amount of the authorised capital and the number of shares or/and their nominal value, also cancel shares. First of all, the own shares acquired by the company shall be cancelled. Should this prove insufficient, the nominal values of the remaining shares shall be reduced or/and a portion of shares shall be cancelled. The number of shares shall be reduced for all the shareholders in proportion to the number of shares in the company owned by them at the close of the day of registration of the amended Articles of Association of the company in the Register of Legal Entities. The amended Articles of Association of the company signed by the chairman of the Board (if the Board is not formed, by the manager of the company) must be submitted to the manager of the Register of Legal Entities within 30 days after the coming into effect of the court’s decision. If shares are cancelled, a documentary proof of the cancellation thereof must be submitted to the manager of the Register of Legal Entities together with the documents prescribed by laws. Article
142. Reserves and Share Premium
143. The company shall have the reserves formed from the profit available for appropriation as well as the revaluation reserve.
144. The mandatory reserve shall be formed from the profit available for appropriation. It must be not less than 1/10 of the amount of the authorised capital and may be used solely to cover the losses of the company. The portion of the mandatory reserve above 1/10 of the authorised capital may be reappropriated when appropriating the profit of the next financial year. Where the mandatory reserve is used to cover the losses, the amount thereof shall be restored from the profit available for appropriation according to the procedure laid down in paragraph 5 of Article 59 of this Law.
145. The reserve for the acquisition of own shares whose amount is specified in paragraph 6 of Article 54 of this Law shall be formed from the profit available for appropriation.
146. Other reserves shall be formed from the profit available for appropriation and shall be used for implementation of the specific purposes of a company. They may be used to cover the company’s losses and increase the authorised capital.
147. The reserves referred to in paragraphs 3 and 4 of this Article may be formed only after making a deduction to the mandatory reserve of the amount prescribed by paragraph 5 of Article 59 of this Law.
148. If the reserves referred to in paragraphs 3 and 4 of this Article have not been and are not intended to be used, they may be redistributed when appropriating profit of the next financial year.
149. The revaluation reserve shall be the amount of increase in the value of tangible fixed assets and financial assets resulting after the revaluation of assets. The revaluation reserve or a portion thereof may be used to increase the authorised capital. The revaluation reserve may not be used to reduce losses.
150. Share premium (the amount above nominal value) shall be a part of the equity capital of the company equal to the difference between the issue price and the nominal value of shares. Share premium may be used to increase the authorised capital and to cover losses of the company. Article
151. Shares
152. Shares shall be the securities confirming the right of their holder (shareholder) to participate in the management of the company, unless otherwise stipulated by laws, the right to receive dividend, the right to a portion of company’s assets remaining after the liquidation thereof and other statutory rights.
153. All shares in companies shall be registered.
154. Shares shall be divided into classes according to the rights they grant to their holders.
155. The rights granted by shares of different classes must be indicated in the Articles of Association of the company. The nominal values and rights granted by all shares of the same class must be equal.
156. A share shall not be divided into parts. If one share belongs to several holders, all holders thereof shall be considered to be one shareholder. In this case, the shareholder shall be represented by one of the holders of te share under a written proxy executed by all owners and notarised. The holders of the share shall be jointly and severally liable for the shareholder’s obligations.
157. The nominal value of a share must be quoted in litas without centas.
158. Shares in public limited liability companies may only be uncertificated shares.
159. Shares in private limited liability companies can be both uncertificated shares and certificated shares.
160. The holder of an uncertificated share (shareholder) shall be a person in whose name a personal securities account has been opened, save for the exceptions laid down by laws.
161. The holder of a certificated share (shareholder) shall be a person indicated in the share.
162. A certificated share must indicate the following: 1) the word “Share”, the class and number of the share; 2) the name and code of a private limited liability company; 3) the nominal value of the share; 4) the amount of dividend on the preference share, its voting and other rights; 5) the date of issue of the share; 6) the full name and personal number of the share holder (the name, legal form, code and registered office of the legal person).
163. The Articles of Association of a private limited liability company may provide that the shareholders shall be issued share certificates instead of certificated shares.
164. A share certificate must indicate: 1) the words “Share Certificate” and the certificate number; 2) the name and code of a private limited liability company; 3) the number of shares represented by the certificate; 4) the nominal value of the share; 5) the class of shares; 6) the amount of dividend on the preference share, its voting and other rights; 7) the date of issue; 8) the full name and personal number of the share certificate holder (the name, legal form, code and registered office of the legal person).
165. A certificated share shall be endorsed by the signature of the chairman of the Board (if the Board is not formed, by the manager of the company).
166. The requirements for the certificated shares laid down in this Law shall apply to the accounting, transfer, exchange and declaration of the nullity of share certificates.
167. Shares may be offered for secondary trading only after they have been fully paid up at their issue price.
168. A company shall be prohibited from issuing shares other than those provided for in this Law as well as the shares which could be exchanged for bonds. Article
169. Management of Personal Securities Accounts of Shareholders
170. Uncertificated shares of a company shall be recorded as entries in personal securities accounts of shareholders.
171. Personal securities accounts of shareholders of a public limited liability company shall be managed according to the procedure laid down in the legal acts regulating the securities market.
172. The Government of the Republic of Lithuania or its authorised institution shall lay down the rules of management of personal securities accounts of the shareholders of private limited liability companies who hold uncertificated shares and registration of holders of certificated shares with private limited liability companies. Personal securities accounts of shareholders of private limited liability companies who hold uncertificated shares shall be managed by the private limited liability company which has issued these shares. An agreement may be concluded by the private limited liability company for the transfer of management of personal securities accounts of shareholders to an account manager. The private limited liability company must grant its shareholders access to this agreement.
173. The account manager which has opened a personal securities account for a shareholder must produce an excerpt from this account at the request of the shareholder. The excerpt must state the number of shares and another information about the shares recorded in the account as prescribed by legal acts. At the shareholder’s request, a private limited liability company must produce an extract from the documents of registration of the holders of certificated shares, and the extract must state the number of the shares as well as another information about the recorded shares as prescribed by the legal acts.
174. A public limited liability company shall be entitled to obtain from account managers, according to the procedure laid down in the legal acts regulating the securities market, information about the shares of that company recorded in the shareholders’ personal securities accounts managed by the managers, the lists of shareholders and their particulars. Article
175. Ordinary and Preference Shares
176. Ordinary shares shall constitute the majority of shares in a company. Preference shares may constitute not more than 1/3 of the authorised capital. The nominal values of all ordinary shares must be equal.
177. All ordinary shares shall carry a voting right. The right of holders of ordinary shares to the dividend shall be exercised only upon the exercise of relevant property rights of the holders of preference shares.
178. Only the holders of ordinary shares shall have the right to receive newly issued shares when the authorised capital of the company is increased according to the procedure laid down in this Law from the unappropriated profit of the company or the reserves formed from the appropriated profit. If the authorised capital is increased from the share premium or the revaluation reserve, the holders of both preference and ordinary shares shall have equal rights to receive the newly issued shares.
179. Ordinary shares of a company may not be converted into preference shares. The amount of the dividend for holders of ordinary shares may not be fixed by the company in the Articles of Association or share subscription agreement.
180. Preference shares of the company may be converted into the ordinary shares by a decision of the General Meeting of Shareholders if the Articles of Association of the company provide for a possibility of conversion and where such a decision is approved by a qualified majority vote of the holders of each class of shares taking a separate vote. When converting the preference shares with cumulative dividend into ordinary shares, the company must make a full settlement with the holders of the preference shares or undertake to cover the arrears before the close of the next financial year.v
181. The Articles of Association of the company issuing preference shares must stipulate a specific (fixed) amount (in percentage) of dividend on preference shares calculated on the basis of the nominal value of a share.
182. Preference shares may have a cumulative or non-cumulative dividend and carry a voting right or not carry it. This shall be established in the Articles of Association by indicating the classes of shares.
183. The holder of preference shares with a cumulative dividend shall be guaranteed the right to a dividend in the amount indicated in these shares.
184. If a portion of the profit available for appropriation as intended for dividend is not sufficient for the payment of the whole amount of the dividend established for holders of preference shares, they shall be paid a proportionately reduced amount. The amount not paid to the holders of the preference shares with a cumulative dividend shall be brought forward to the next financial year. The amount not paid to the holders of the preference shares with a non-cumulative dividend shall not be brought forward to the next financial year.
185. If for two consecutive financial years a company fails to allocate the full amount of dividend to holders of non-voting preference shares with a cumulative dividend, such shares shall acquire the voting right until the close of the financial year when the full settlement with the holders of these shares is made. Article
186. Employee Shares
187. A company may, if