LAW AMENDING THE LAW ON COMPANIES Official translation REPUBLIC OF LITHUANIA LAW AMENDING THE LAW ON COMPANIES 13 July 2000 No. VIII-1835 Vilnius (as amended by 11 December 2003 No. IX-1889) Article 1

Article 42

of this Law; 4) to have the pre-emption right in acquiring shares or convertible debentures issued by the company, except in cases when the General Meeting decides to withdraw the pre-emption right in acquiring the company’s newly issued shares or convertible debentures for all the shareholders; 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) other property rights established by this and other laws. Article

1. Non-property Rights of Shareholders
2. Shareholders shall have the following non-property rights: 1) to attend the General Meetings; 2) to vote at General Meetings according to voting rights carried by their shares; 3) to receive information on the company specified in paragraph 1 of Article 18 of this Law; 4) to file a claim with the court for reparation of damage resulting from nonfeasance or malfeasance by the company manager and Board members of their obligations prescribed by this Law and other laws and the Statutes of the company as well as in other cases laid down by laws.
3. The Statutes of the company may also establish other non-property rights.
4. The right to vote at the General Meeting may be withdrawn or restricted in the cases established by this and other laws, also in case share ownership is contested. Article
5. Shareholder's Right to Vote
6. The right to vote at the General Meeting convened prior to the expiry of the time limit for the payment for the first share issue indicated in the Instrument of Incorporation shall be granted by the shares for which initial contributions have been paid. The right to vote at other General Meetings shall be granted only by fully paid shares.
7. If all voting shares of the company are of equal nominal value, each share shall give its holder one vote at the General Meeting. If voting shares are of 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.
8. The Statutes of the company may lay down that preference shares of certain classes shall not carry voting rights. The holders of preference non-voting shares shall be given the right to vote in the cases specified in this Law.
9. A shareholder shall not be entitled to vote on the decision to withdraw the right of pre-emption in acquiring the shares or convertible debentures issued by a company if according to the agenda of the General Meeting it is intended to grant the right to acquire the above securities to the shareholder, the shareholder's close relatives, the shareholder's spouse or cohabitee, where the shareholder's and the cohabitee's partnership has been registered in accordance with the procedure established by law, and a close relative of the spouse, if the shareholder is a natural person, also to the shareholder's parent company or subsidiary, if the shareholder is a legal person, unless the shareholder has acquired all the shares in the company. Article
10. The Shareholder's Right to Information
11. At the shareholder’s written request the company shall within 7 days from the receipt of the request grant him access to information and/or submit to him copies of the following documents: the Statutes of the company, annual accounts, reports on the activities of the company, auditor's opinion and audit reports, minutes of the General Meetings and other documents whereby the decisions of the General Meeting, the Supervisory Board's recommendations and responses to the General Meeting have been executed, the register of shareholders, the lists of Supervisory Board and Board members, also other company's documents that must be publicly accessible under law as well as minutes of the Supervisory Board and Board meetings or other documents whereby the decisions of the above-mentioned company organs have been executed, unless the said documents contain a commercial/industrial secret. A shareholder or a group of shareholders who hold or control more than 1/2 of shares shall have the right of access to all company documents upon giving the company a written pledge in the form prescribed by the company not to disclose the commercial/industrial secret. At the shareholders' request the company must execute in writing its refusal to submit the documents. Disputes relating to the shareholder’s right to information shall be settled in court.
12. Company documents, their copies or other information shall be furnished to the shareholders free of charge, unless the Statutes of the company provide otherwise. The charge fixed in the Statutes shall not exceed the costs of furnishing of the documents and other information.
13. The list of shareholders presented to the shareholders shall give 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 THE COMPANY Article
14. Company Organs
15. A company shall have the General Meeting and a single-person management organ - the manager.
16. A collegial supervisory organ - the Supervisory Board and a collegial management organ - the Board may be formed in the company.
17. If the Supervisory Board is not formed in the company, its functions shall not be assigned within the scope of powers of other management organs.
18. Where the Board is not formed in the company, the functions assigned to the competence of the Board shall be fulfilled by the company manager, except where this Law provides otherwise.
19. The General Meeting may not charge other management organs to address the issues assigned within the scope of its powers.
20. In the company's relations with other persons the manager shall act at his own discretion on behalf of the company.
21. Where quantitative representation is provided for in the Statutes of the company, the Statutes must set a specific rule of such representation whereunder the manager of the company must in all cases acts on behalf of the company together with the members of the management organs.
22. The management organs of the company shall act only for the benefit of the company and its shareholders, comply with laws and other legal acts and be governed by the Statutes of the company.
23. Every candidate for the office of company manager, to the position of the Board or Supervisory Board member shall inform the electing organ where and what position he holds, how his other activities are connected to the company and to other legal persons related to the company.
24. In the cases specified in paragraph 4 of Article 2.82 of the Civil Code, an action for declaring the decisions of the company organs invalid may be brought by the shareholders, creditors, the manager, 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
25. Powers of the General Meeting
26. The General Meeting shall have an exclusive right to: 1) amend and supplement the Statutes of the company, except in the cases provided for in 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 and the manager of the company; 4) select and remove the firm of auditors, set the conditions for auditor remuneration; 5) determine the class, number and set the nominal value and the minimum issue price of the shares issued by the company; 6) take a decision regarding conversion of shares of one class into shares of another class, approve share conversion procedure; 7) take a decision to replace private limited liability company share certificates by shares; 8) approve the annual accounts and the report on company operations; 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 to issue convertible debentures; 12) take a decision to withdraw for all the shareholders the right of pre-emption in acquiring the shares or convertible debentures of a specific issue of the company; 13) take a decision to increase the statutory capital; 14) take a decision to reduce the statutory 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 division of the company and approve the terms of reorganisation or division; 17) take a decision to transform the company; 18) take a decision to restructure the company; 19) take a decision to liquidate the company, cancel the liquidation of the company, except where otherwise provided by this Law; 20) elect and remove the liquidator of the company, except where otherwise provided by this Law.
27. The General Meeting may also decide on other matters assigned within the scope of its powers by the Statutes of the company, unless these have been assigned under this Law within the scope of powers of other organs of the company and provided by their essence these are not the functions of the management organs. Article
28. The Right to Attend the General Meeting
29. Persons who are shareholders of the company on the day of the General Meeting or, in case of a public limited-liability company, who were shareholders at the end of the record date shall have the right to attend and vote at the General Meeting or repeat General Meeting themselves, unless otherwise provided for by laws, or may authorise other persons to vote for them as proxies or may transfer their right to vote to other persons with whom an agreement on the transfer of the voting right has been concluded. The record date of the public limited-liability company shall be the fifth working day before the General Meeting or the fifth working day before the repeat General Meeting .
30. Shareholders may vote in writing by filling in the ballot papers. Voting by telecommunication terminal equipment shall be equivalent to voting in writing provided that confidentiality of communications is guaranteed and there are means for verifying the signature.
31. Members of the Supervisory Board, members of the Board, the manager of the company, the inspector of the General Meeting, the auditor who prepared the auditor's opinion and audit report may also attend and speak at the General Meeting.
32. The shareholders present at the General Meeting shall be registered in the shareholder registration list. The shareholder registration list shall indicate the number of votes granted to each shareholder by the shares held by him.
33. The shareholder registration list shall be signed by the chairman and secretary of the General Meeting. 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.
34. A person attending the General Meeting and entitled to vote shall produce a document which is a proof of his personal identity. A person who is not a shareholder shall in addition produce a document certifying his right to vote at the General Meeting. The current provision shall apply if the voting is held in writing. Article
35. Inspector of the General Meeting
36. The General Meeting any shall elect the inspector of the General Meeting for the next Meeting, where the election of the inspector is provided for in the Statutes of the company.
37. The inspector of the General Meeting shall determine: 1) the total number of votes carried by the shares issued by the company on the day of the General Meeting; 2) the number of valid and invalid general ballots filled in and submitted in advance; 3) the number of valid and invalid proxies submitted; 4) the number of presented agreements on the transfer of voting rights; 5) the number of voting shares represented at the Meeting (by a person himself, through proxies, through persons according to the agreements on the transfer of the right to vote, through the general ballot-papers filled in advance, through other documents entitling to vote); 6) whether the Meeting has a quorum; 7) the results of voting at the General Meeting.
38. Where election of the inspector is not provided for in the Statutes of the company or the elected inspector is not able to fulfil his duties, the General Meeting shall elect the person responsible for the actions provided for in paragraph 2 of this Article. Article
39. Convening the General Meeting
40. The right of initiative to convene the General Meeting shall be vested in the Supervisory Board, the Board (the manager of the company, where the Board is not formed) and the shareholders who have at least 1/10 of all votes, unless the Statutes provide for a smaller number of votes.
41. The General Meeting shall be convened on the decision of the Board or, in the

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

1. The General Meeting shall be convened on the decision of the manager of the company if: 1) no Board has been formed in the company; 2) the number of the company’s Board members is not more than half of their number specified in the Statutes; 3) the Board fails to convene the General Meeting 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 to convene the General Meeting within 10 days from the receipt of the request indicated in paragraph 5 of this Article, the General Meeting may be convened on the decision of the shareholders whose shares carry more than 1/2 of the votes.
3. The initiators of the General Meeting shall submit a request to the Board (or, in the

this Article, the manager) where they must state the reasons for convening the General Meeting and its purposes, submit proposals regarding the agenda, date and venue of the Meeting, drafts of the proposed decisions. The General Meeting shall be held within 40 days after the date of receipt of the request . It shall not be mandatory to convene the General Meeting 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.

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

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

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

1. The items proposed by the initiators of the General Meeting must be put on the agenda of the Meeting provided that these issues are within the powers of the General Meeting.
2. The agenda of the General Meeting may be supplemented by the Supervisory Board, the Board (if the Board is not formed - by the manager) or shareholders who hold shares with not less than 1/10 of all votes attaching to them, unless the Statutes provide for a smaller proportion. The proposal to supplement the agenda may be submitted not later than 15 days before the General Meeting. Draft decisions on the proposed issues shall also be submitted together with the proposal.
3. The organs of the company and persons referred to in paragraph 3 of this Article may at any time before the General Meeting or during the Meeting propose new draft decisions on the items put on the agenda, nominate additional candidates to members of the company organs, the audit firm.
4. The shareholders must be notified of the changes in the agenda of the General Meeting in the same manner in which they were given notice of the General Meeting not later than 10 days before the General Meeting.
5. If removal of members of the company organs or the audit company is on the agenda of the General Meeting, the issues relating to election accordingly of new members of the company organs or new audit firm must be put on the agenda of the Meeting.
6. Only the agenda of the General Meeting which was not held shall be valid at the repeat General Meeting. Article
7. Notice of the General Meeting
8. The Board of the company, the manager, the persons or authority which adopted the decision to convene the General Meeting shall present to the company information and documents required for drawing up a notice of the General Meeting.
9. Notices of the General Meeting shall include the following: 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; 3) the record date of the General Meeting (for a public limited-liability company); 4) the agenda of the Meeting; 5) the persons on whose initiative the General Meeting is convened; 6) the organ of the company, persons or the authority who adopted the decision to convene the General Meeting; 7) the purpose and intended method of the reduction of capital where the issue of reduction of the statutory capital is on the agenda of the General Meeting.
10. A notice of the General Meeting must be published in the daily indicated in the Statutes or delivered against acknowledgement of receipt sent by registered post to each shareholder not later than 30 days before the General Meeting.
11. If the General Meeting is not held, the shareholders must be notified of the repeat General Meeting in the manner specified in paragraph 3 of this Article at least 5 days before the day of this General Meeting. The repeat General Meeting shall be convened at least 5 days and within 30 days after the day of the General Meeting which was not held.
12. The General Meeting may be convened in derogation of the time limits set in paragraphs 3 and 4 of this Article upon written consent of all the shareholders who hold shares conferring voting rights.
13. The documents confirming that the shareholders have been given notice of the General Meeting shall be announced when opening the Meeting.
14. At least 10 days before the General Meeting the shareholders shall be granted access to the documents available to the company relating to the agenda of the Meeting, including draft decisions and the request filed with the Board or, in the

Article 23

of this Law, to the manager of the company by the persons who initiated the convening of the General Meeting. 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 him against his signed acknowledgement of receipt all draft decisions of the Meeting or shall send him the above drafts by a registered letter. A notice must be given with the draft decisions indicating on whose initiative they have been submitted. Where the person who initiated the draft decision submitted its explanations, these must be attached to the draft decisions. Article

1. Quorum of the General Meeting and Decision-making
2. A General Meeting may take decisions and shall be held valid if attended by shareholders who hold shares carrying not less than 1/2 of all votes. After the presence of a quorum has been established, the quorum shall remain continuously throughout the Meeting. If a quorum is not present, the General Meeting shall be considered invalid and a repeat General Meeting must be convened, which shall be authorised to take decisions only on the issues on the agenda of the meeting that has not been held and to which the quorum requirements shall not apply.
3. If consent of the holders of a certain class of shares is necessary for taking a decision, the decision regarding the consent shall be taken by a meeting of the holders of the relevant class of shares. The meeting may take decisions and shall be held valid if attended by shareholders who own over 1/2 of all shares of that class. The provisions laid down by this Law for convening the Meeting, representation by proxy, establishment of the quorum, decision taking and drawing up of the minutes shall be applicable to convening the meeting (repeat meeting including).
4. Every General Meeting shall elect the chairman and the secretary of the Meeting. The election of the secretary may be dispensed with if the General Meeting is attended by less than 3 shareholders. The chairman and the secretary shall not be elected if all the shareholders attending the Meeting took a written vote.
5. For the purpose of establishing the total number of votes carried by the shares of the company and the quorum of the General Meeting, the following shares shall be considered to be non-voting shares: 1) own shares purchased by the company; 2) non-voting preference shares of the class specified in the Statutes.
6. If the shareholder exercises his right to take a written vote, upon being presented for scrutiny the agenda of the General Meeting and draft decisions, he shall fill in and submit to the company a general ballot paper notifying the General Meeting whether he is "for" or "against" each decision. The shareholders who took a written vote in advance shall be considered as being present at the General Meeting and their votes shall be included in the quorum of the meeting and the results of voting. The general ballots papers of the meetings which have not taken place shall be valid at repeat meetings. A shareholder shall not be entitled to vote at the General Meeting for the decision in respect of which he has expressed his will in advance in writing.
7. 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 shareholders present at the Meeting who are entitled to vote on deciding the issue.
8. Voting at the General Meeting shall be decided on a show of hands. Secret voting shall be mandatory to all shareholders on the issues on which at least one shareholder requests a secret vote be taken, provided that he is supported by shareholders whose shares carry at least 1/10 of the votes at the General Meeting,.
9. A decision of the General Meeting shall be considered taken if more votes of the shareholders have been cast for it than against it, unless this Law or the Statutes of the company prescribe a larger majority.
10. The General Meeting shall not be entitled to take decisions on the issues that are not on the agenda except when the meeting is attended by all shareholders who own shares conferring voting rights and no shareholder voted in writing. Article
11. Decisions Taken by a Qualified Majority Vote
12. The General Meeting shall take the following decisions by a qualified majority vote that shall be not less than 2/3 of all the votes carried by the shares held by the shareholders attending the Meeting: 1) to amend the Statutes of the company, unless otherwise provided for by this Law; 2) to determine the class, number, nominal value and the minimum issue price of the shares issued by the company; 3) to convert the company's shares of one class into shares of another class, approve the share conversion procedure; 4) to replace private limited-liability company share certificates by shares; 5) on the appropriation of profit/loss; 6) on building up, drawing on, reduction or liquidation of the reserves; 7) to issue convertible debentures; 8) to increase the statutory capital; 9) to reduce the statutory capital except where this Law provides otherwise; 10) on approving the conditions of reorganisation or division and reorganisation, or division of the company; 11) on the transformation of the company; 12) on the restructuring of the company; 13) on the liquidation of the company and cancellation of company liquidation except where otherwise provided by this Law.
13. 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 shall be not less than 3/4 of all votes conferred by the shares of the shareholders present at the General Meeting and entitled to decide on the issue.
14. The Statutes 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 for taking the decision referred to in paragraph 2 of this Article. Article
15. Minutes of the General Meeting
16. Minutes shall be taken of all General Meetings. The minutes need not be taken where the decisions taken are signed by all shareholders of the company as well as in cases when the company has only one shareholder.
17. The minutes shall be signed by the chairman and secretary of the General Meeting and may also be signed by the persons authorised by the General Meeting. Where the secretary of the Meeting is not elected, the minutes shall be signed by the chairman of the General Meeting. In case all shareholders attending the Meeting voted in writing, the manager of the company shall draw up and sign the minutes recording the votes cast.
18. The minutes shall be drawn up and signed not later than within 7 days after the date of the General Meeting.
19. Persons who attended the General Meeting 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 thereof within 3 days from the moment of access but not later than within 10 days thereafter.
20. The following documents shall be attached to the minutes: the list of registration of the shareholders who attended the meeting; 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 that the shareholders having been notified of the General Meeting; comments on the minutes and conclusion on the comments given by the persons who signed the minutes.
21. Where all shares in the company are held by one person, his written decisions shall be equivalent to the decisions of the General Meeting.
22. The minutes or other documents whereby the decisions of the General Meeting 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
23. General Ballot Paper
24. Upon the written request of the shareholders having the right to vote the company shall prepare and at least 10 days before the General Meeting send the general ballot papers by registered post or deliver them against acknowledgement of receipt to the shareholders who so requested.
25. The following shall be indicated in the ballot paper: 1) drafts of the decisions proposed before the day of dispatch of the general ballot papers. The wording of the draft decisions must allow the shareholder to vote either for or against the decision; 2) candidates to the members of the company’s organs elected at the General Meeting, the firm which is a candidate to the firm of auditors. The candidates must be presented in the manner which would allow the shareholder to mark the candidate he votes for or the number of votes he gives to each candidate.
26. The general ballot paper shall contain the full name and personal code of the shareholder who is a natural person and the name and code of the shareholder who is a legal person.
27. The filled-in general ballot papers shall be signed by the shareholder or any other person entitled to vote by the shares owned by that shareholder.
28. The general ballot paper shall be deemed valid and may not be recalled if it meets the requirements laid down in paragraphs 3 and 4 of this Article and was received by the company before the General Meeting.
29. If the general ballot paper does not meet the requirements laid down in paragraphs 3 and 4 of this Article, the shareholder shall be considered not to have voted in advance.
30. If due to the manner in which the general ballot paper has been filled in it is impossible to determine the will of the shareholder on a separate issue, the shareholder shall be considered not to have voted in advance. Article
31. Formation of the Supervisory Board
32. The Supervisory Board is a collegial body supervising the activities of the company. The Supervisory Board is managed by its chairman.
33. The number of members of the Supervisory Board shall be set by the Statutes. The Supervisory Board shall have at least 3 and not more than 15 members.
34. The Supervisory Board shall be elected by the General Meeting. During the election of 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 discretion, giving them for one or several candidates. The candidates who receive the greatest number of votes shall be elected. If the number of candidates who received an equal number of votes is greater than 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 an equal number of votes.
35. The Supervisory Board shall be elected for the period laid down in the Statutes which, however, shall not be longer than 4 years. The Supervisory Board shall continue in office for the period laid down in the Statutes or until a new Supervisory Board is elected but not for longer than the date of the Annual General Meeting to be held during the final year of its term of office. The number of the terms of office a member may serve on the Supervisory Board shall not be limited.
36. The Supervisory Board shall elect the chairman of the Supervisory Board from among its members.
37. Prohibited from serving on the Supervisory Board shall be: 1) the manager of the company, subsidiary company and parent company of this company; 2) a member of the Board of the company, subsidiary company and parent company of this company; 3) a person who under the legal acts is not entitled to serve in this office.
38. The Supervisory Board or its members shall commence in office upon the completion of the General Meeting which elected the Supervisory Board or its members.
39. Where the Statutes of the company are being amended due to the formation of the Supervisory Board or the increase in the number of its members, newly elected members of the Supervisory Board may only start in office from the date of registration of the amended Statutes. In this case, the decision regarding the amendment of the Statutes may be adopted and the election of new members of the Supervisory Board may take place during the same General Meeting provided that such issues are on the agenda of the Meeting.
40. The General Meeting may remove from office the entire Supervisory Board or its individual members before the expiry of the term of office of the Supervisory Board.
41. 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.
42. If a member of the Supervisory Board is removed from office, resigns or stops performing his duties for any other reason and the shareholders who hold at least 1/10 of all votes in the company 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, the term of office for which they are elected shall be only until the expiry of the term of office of the current Supervisory Board.
43. The General Meeting may pay bonuses to members of the Supervisory Board for their work on the Board according to the procedure laid down in Article 59 of this Law. Article
44. Powers of the Supervisory Board and Decision-making
45. The Supervisory Board shall: 1) elect the members of the Board (the manager of the company where 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 (the manager of the company if the Board is not formed) 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 on the operating strategy, annual accounts, draft of profit appropriation and the report on the activities of the company as well as the activities of the Board and the manager of the company; 4) submit its proposals to the Board and the manager of the company to revoke their decisions which are not in conformity with the laws and other legal acts, Statutes of the company or the decisions of the General Meeting; 5) address other issues assigned within its powers by the Statutes of the company as well as by the decisions of the General Meeting regarding the supervision of the activities of the company and its managing organs.
46. The Supervisory Board shall not be entitled to assign or delegate its functions prescribed by this Law and the Statutes to other organs of the company.
47. The Supervisory Board shall be entitled to ask the Board and the manager of the company to submit the documents related to the activities of the company.
48. Members of the Supervisory Board must keep the commercial (industrial) secrets which they learned serving on the Supervisory Board confidential.
49. 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.
50. Members of the Supervisory Board shall have equal rights. During voting each member shall have one vote. In the event of a tie, the chairman of the Supervisory Board shall have the casting vote.
51. A member of the Supervisory Board may express his will by taking a written vote "for" or "against" the decision put for vote, provided that he has familiarised himself with the draft decision. Voting by telecommunication terminal equipment shall be equivalent to voting in writing provided that confidentiality of communications is guaranteed and there are means for verifying the signature..
52. The Supervisory Board shall be entitled to 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 voted in advance shall also be considered to have attended the meeting. The decision of the Supervisory Board shall be taken if the number of votes cast for it is greater that the number of votes cast against, unless the Statutes require a larger majority. The 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.
53. Minutes shall be kept of all meetings of the Supervisory Board.
54. The procedure of work of the Supervisory Board shall be laid down in the rules of procedure of the Supervisory Board adopted by it. Article
55. Formation of the Board
56. The Board is a collegial management organ of the company.
57. The number of the Board members shall be laid down in the Statutes of the company. The Board must have at least 3 members.
58. The Board shall be elected by the Supervisory Board for a term specified in the Statutes 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 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 only serve until the expiry of the term of office of the current Board.
59. The Board shall elect its chairman from among its members.
60. The Board shall continue in office for the period laid down in the Statutes or until a new Board is elected and assumes the office but for not longer than the Annual General Meeting during the final year of its term of office.
61. Only a natural person may be elected to serve on the Board. There is no limitation on the number of terms of offices a member of the Board may serve. The following persons may not serve as members of the Board: 1) a member of the Supervisory Board of the company, subsidiary company or the parent company of the company; 2) a person who under the legal acts may not serve in this office.
62. The Board or its members shall start their work after the completion of the General Meeting or the meeting of the Supervisory Board which elected the Board or its members.
63. Where the Statutes of the company are amended due to the formation of the Board or the increase in the number of its members, newly elected members of the Board may commence in office only from the date of registration of the amended Statutes. In this case the decision to amend the Statutes may be taken and the election of new members of the Board may take place during the same General Meeting provided that this has been put on the agenda of the Meeting.
64. The Supervisory Board (or the General Meeting if the Supervisory Board is not formed) may remove from office the entire Board or its individual members before the expiry of their term of office.
65. A member of the Board may resign from office prior to the expiry of his term of office by giving a written notice thereof to the company at least 14 days in advance.
66. Bonuses may be paid to members of the Board for their work on the Board according to the procedure laid down in Article 59 of this Law. Article
67. Powers of the Board
68. The Board shall consider and approve: 1) the operating strategy of the company; 2) the structure of management and positions in the company; 3) the positions to which employees are recruited by holding competitions; 4) regulations of branches and representative offices of the company.
69. 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 him and impose penalties.
70. The Board shall determine which information shall be considered to be the company's commercial (industrial) secret. Any information which must be publicly available under this Law and other laws may not be considered to be the commercial (industrial) secret.
71. 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 to open branches and representative offices of the company; 3) decisions to invest, transfer or lease the tangible long-term assets the book value whereof exceeds 1/20 of the statutory capital of the company (calculated individually for every tape of transaction); 4) decisions to pledge or mortgage the tangible long-term assets the book value whereof exceeds 1/20 of the statutory capital of the company (calculated for the total amount of transactions); 5) decisions to offer surety or guarantee for the discharge of obligations of third parties the amount whereof exceeds 1/20 of the statutory capital of the company; 6) decisions to acquire the tangible long-term assets the price whereof exceeds 1/20 of the statutory capital of the company; 7) decisions to restructure the company in the cases laid down in the Law on Restructuring of Enterprises; 8) other decisions within the powers of the Board as prescribed by the Statutes or the decisions of the General Meeting.
72. The Statutes may provide that the Board must receive the approval of the General Meeting 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 shall not relieve the Board of its responsibility for the decisions adopted.
73. Before adopting the decision to invest funds or other assets into another legal entity, the Board must notify thereof the creditors with which the company failed to settle within the prescribed time limit, if the aggregate debt to these creditors exceeds 1/20 of the statutory capital of the company.
74. The Board shall analyse and evaluate the documents 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 data and other accounting data of changes in the assets.
75. The Board shall analyse and assess the company's draft annual accounts and draft of profit/loss appropriation and shall submit them to the Supervisory Board and the General Meeting. The Board shall determine the methods used by the company to calculate the depreciation of tangible assets and the amortisation of intangible assets.
76. It shall be the duty of the Board to convene and organise General Meetings in due time.
77. The Board must submit to the Supervisory Board the documents related to the activities of the company requested by it.
78. Members of the Board shall be under duty not to divulge any commercial (industrial) secrets of the company which they learned serving on the Board.
79. The procedure of work of the Board shall be laid down in the rules of procedure of the Board. Article
80. Adoption of Decisions of the Board
81. Every member of the Board shall have the right of initiative to convene a Board meeting.
82. During voting each member shall have one vote. In the event of a tie, the chairman of the Board shall have the casting vote.
83. A member of the Board may express his will in advance by taking a written vote "for" or "against" the decision put for vote, provided that he has familiarised himself with the draft decision. Voting by telecommunication terminal equipment shall be equivalent to voting in writing provided that confidentiality of communications is guaranteed and there are means for verifying the signature.
84. The Board may adopt decisions and its meeting shall be deemed to have taken place when the meeting is attended by more than 2/3 of the members of the Board if the Statutes of the company do not require a larger number of the members present at the meeting. The members of the Board who voted in advance shall also be deemed to be present at the meeting. The decision of the Board shall be adopted if more votes for it are received than the votes against it.
85. 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.
86. Unless the manager of the company is a member of the Board, the Board shall invite him to every meeting and give him access to information on the issues on the agenda.
87. Minutes shall be taken of the meetings of the Board. Article
88. Report on the Activities of the Company
89. At least 15 days before the Annual General Meeting, the Board (the manager of the company if the Board is not formed) must draw up the report on the activities of the company. This report shall contain, inter alia: 1) an overview of the company’s activities in the reporting financial year; 2) the names of the subsidiary companies, the number of shares acquired by the company in its subsidiary companies, the total nominal value and the share in the statutory capital of subsidiary companies represented by the said shares, the assessment of the benefit derived by the company from holding a majority of the votes or exercising a dominant influence in the said companies; 3) the number of own shares purchased or transferred by the company in the course of the reporting financial year, their aggregate nominal value and the share thereof in the statutory capital of the company as well as the substantiation of the these acquisitions or transfers; 4) the number of shares of other companies acquired by the company in the course of the reporting financial year, aggregate amount of their nominal values and their share in the statutory capital of these companies; 5) information about the branches and representative offices of the company; 6) the major events in the company in the course of the current financial year before the Annual General Meeting; 7) the plans and forecasts of activities of the company.
90. The Statutes of the company may also set other requirements for the report on the activities of the company.
91. The firm of auditors in charge of auditing the annual accounts of the company in cases laid down in this Law or the Statutes of the company must check for the discrepancies between the report on the activities of the company and the annual accounts and report the findings in the auditor’s conclusion.
92. The report on the activities of the company must be submitted to the administrator of the Register of Legal Persons together with the annual accounts. Article
93. Manager of the Company
94. The manager of the company is a single-person management organ of the company.
95. The manager of the company must be a natural person. A person may not be the manager of the company if under the legal acts he is not entitled to hold the position.
96. The manager of the company shall be elected and removed from office by the Board (the Supervisory Board if the Board is not formed or the General Meeting if the Supervisory Board is not formed either) which shall also fix his salary, approve his job description, provide incentives and impose penalties. The manager of the company shall commence in his office after the election, unless otherwise provided for in the contract concluded with him. A person authorised by the organ of the company which elected the manager of the company or removed him from office must within 5 days notify the administrator of the Register of Legal Persons of the election or removal from office of the manager of the company as well as the expiry of his contract for other reasons.
97. The employment contract shall be concluded with the manager of the company. The contract with the manager shall be signed on behalf of the company by the chairman of the Board or by another member authorised by the Board (the chairman of the Supervisory Board or another member authorised by the Supervisory Board if the Board is not formed or by a person authorised by the General Meeting if the Supervisory Board is not formed either). 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. The contract on full material liability may be concluded with the manager of the company. If the organ which elected the manager of the company adopts the decision to remove him from office, his employment contract shall be terminated. Labour disputes between the manager of the company and the company shall be settled by court.
98. In his activities, the manager of the company shall be comply with laws and other legal acts, the Statutes of the company, decisions of the General Meeting, decisions of the Supervisory Board and the Board, and his job description.
99. The manager of the company shall organise daily activities of the company, hire and dismiss employees, conclude and terminate employment contracts with them, provide incentives and impose penalties.
100. The manager of the company shall set the rates used for calculating asset depreciation in the company.
101. The manager of the company shall act on behalf of the company and shall be entitled to enter into the transactions at his own discretion, save in cases where the Statutes of the company provide for quantitative representation of the company. The manager of the company may conclude the transactions referred to in subparagraphs 3, 4, 5 and 6, paragraph 4, Article 34 of this Law, provided that there is a decision of the Board (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.
102. The manager of the company must keep confidential the commercial (industrial) secrets of the company which he learned serving in this office.
103. The manager of the company shall be responsible for: 1) the organisation of activities and the implementation of objects of the company; 2) the drawing up of the annual accounts; 3) the conclusion of the contract with the firm of auditors where the audit is mandatory or required under the Statutes of the company; 4) the submission of information and documents to the General Meeting, the Supervisory Board and the Board in cases laid down in this Law or at their request; 5) the submission of documents and particulars of the company to the administrator of the Register of Legal Persons; 6) the submission of the documents of a public limited liability company to the Securities Commission and the Central Securities Depository of Lithuania; 7) the publication of information referred to in this Law in the daily indicated in the Statutes; 8) the submission of information to shareholders; 9) the fulfilment of other duties laid down in this Law and other laws and legal acts as well as in the Statutes and the staff regulations of the manager of the company.
104. The manager of a private limited liability company shall be responsible for the management of personal securities accounts of holders of book-entry shares and the registration of holders of certificated shares in the company, except for cases when the accounting of shares is outsourced to the account managers.
105. Where one person acquires all shares in a company or the holder of all shares in a company transfers all or a part of shares to other persons, the manager of the company must notify the administrator of the Register of Legal Persons thereof within 5 days after the day of receipt of notice referred to in paragraph 4 of Article 14 of this Law.
106. 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
107. Structure of Equity Capital
108. The equity capital of the company shall consist of: 1) the amount of paid-up statutory capital; 2) the share premium account; 3) the revaluation reserve; 4) the legal reserve; 5) the reserve for own shares; 6) other reserves; 7) the unappropriated result - the profit/loss.
109. The amount of the statutory capital shall be equal to the aggregate amount of the nominal values of all shares subscribed for in the company.
110. If the equity capital of the company falls to less than 1/2 of the amount of the statutory capital referred to in the Statutes, the Board (the manager of the company if the Board is not formed) shall convene the General Meeting within 3 months after the day on which it learned or should have learned about the existing situation. This General Meeting 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 after the day on which the Board learned or should have learned about the existing situation.
111. If, in the case referred to in paragraph 3 of this Article, the General Meeting fails to adopt the decision to remedy the situation existing in the company or such situation is not remedied within 6 months after the day on which the Board learned or should have learned about the existing situation, the Board of the company (the manager of the company if the Board is not formed) must, within 2 months after the date of the General Meeting, apply to the court for the reduction of the statutory capital by the amount whereby the equity capital has fallen below the statutory capital. However, if after the reduction the statutory capital would be less than the minimum amount of the statutory capital specified in Article 2 of this Law, it may be reduced only to the minimum amount of the statutory capital indicated in Article 2 of this Law.
112. After the court decision to reduce the company's statutory capital becomes effective, the Board of the company (the manager of the company if the Board is not formed) must make relevant amendments to Statutes of the company changing the amount of the statutory capital and the number of shares or/and their nominal value or/and cancel a portion of the shares. First of all, own shares purchased 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 end of the day of registration of the amended Statutes in the Register of Legal Persons. The amended Statutes signed by the chairman of the Board (the manager of the company if the Board is not formed) must be submitted to the administrator of the Register of Legal Persons within 30 days after the coming into effect of the court decision. If shares are cancelled, the documentary proof of the cancellation thereof must be submitted to the administrator of the Register of Legal Persons together with the documents prescribed by law. Article
113. Reserves and Share Premium
114. The company shall have the reserves formed from the distributable profit available for appropriation as well as the revaluation reserve.
115. The legal reserve shall be formed from the profit available for appropriation. It must be at least equal to 1/10 of the amount of the statutory capital and may only be used to cover the losses of the company. The portion of the legal reserve above the 1/10 of the statutory capital may be redistributed when the profit of the next financial year is appropriated. After the legal reserve was 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.
116. The reserve for own shares the amount whereof is specified in paragraph 6 of Article 54 of this Law shall be formed from the profit available for appropriation.
117. Other reserves shall be formed from the profit available for appropriation and shall be used for the implementation of the specific objects of the company.
118. The reserves referred to in paragraphs 3 and 4 of this Article may be formed only after the deduction to the legal reserve of the amount prescribed by paragraph 5 of Article 59 of this Law. The said reserves may be used to cover the losses of the company and to increase the statutory capital.
119. 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 the profit of the next financial year is appropriated.
120. The revaluation reserve is the amount of the increase in the value of tangible long-term assets and financial assets resulting after the revaluation of assets. The revaluation reserve shall be reduced when the revalued assets are written down, written off, depreciated or transferred into the ownership of third parties. The statutory capital may be increased by the portion of the revaluation reserve formed after the revaluation of tangible assets. The revaluation reserve may not be used to reduce losses. When the financial assets are revalued, the revaluation amount transferred to the revaluation reserve may not be used for the increase of the statutory capital.
121. Share premium (the amount above nominal value) is 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 statutory capital and to cover the losses of the company. Article
122. Shares
123. Shares are securities confirming the right of their owner (shareholder) to share in the management of the company, unless otherwise provided by law, the right to receive divided, the right to a portion of company’s assets remaining after the liquidation and other statutory rights.
124. All shares in companies shall be registered.
125. The shares shall be divided into classes according to the rights they grant to their holders.
126. The rights granted by shares of different classes must be indicated in the Statutes of the company. The nominal values and rights granted by all shares of the same class must be equal.
127. A share shall not be divided into parts. If one share belongs to several owners, all owners of the share shall be considered to be one shareholder. In this case, the shareholder shall be represented by one of the owners under a written proxy executed by all owners and notarised. The owners of the share shall be jointly and severally liable for the shareholder's obligations.
128. The nominal value of a share must be quoted in litas without centas.
129. Shares in public limited liability companies may only be book-entry shares.
130. Shares in private limited liability companies can be both book-entry shares and certificated shares.
131. The owner of a book-entry share (shareholder) is a person on whose behalf a personal securities account has been opened, save for the exceptions laid down in the laws.
132. The owner of a certificated share (shareholder) is a person indicated in the share.
133. A certificated share must state: 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) full name and personal code of the share holder (name, legal form, code and registered office of the legal person).
134. The Statutes of a private limited liability company may provide that the shareholders shall be issued share certificates instead of certificated shares.
135. A share certificate shall state: 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) full name and personal code of the share certificate holder (name, legal form, code and registered office of the legal person).
136. A certificated share shall be endorsed by the signature of the chairman of the Board (the manager of the company if the Board is not formed).
137. The requirements for the certificated shares laid down in this Law shall apply to the accounting, transfer, exchange and recognition of invalidity of share certificates.
138. Shares may be offered for secondary trading only after they have been fully paid up at their issue price.
139. A company shall be prohibited from issuing shares other than those provided for in this Law as well as shares which could be exchanged for bonds. Article
140. Management of Personal Securities Accounts of Shareholders
141. Book-entry shares of a company shall be recorded as entries in personal securities accounts of shareholders.
142. Personal securities accounts of shareholders of a public limited liability company shall be operated according to the procedure laid down in the legal acts regulating the securities market.
143. The Government of the Republic of Lithuania or its authorised institution shall lay down the rules of operation of personal securities accounts of the shareholders of private limited liability companies who hold book-entry shares and registration of holders of certificated shares in private limited liability companies. Personal securities accounts of shareholders of private limited liability companies who hold book-entry shares shall be operated by the private limited liability company which issued these shares. An agreement may be entered into by the private limited liability company for the transfer of the operation of personal securities accounts of shareholders to an account manager. The private limited liability company must make this agreement available to its shareholders.
144. The account manager which opened a personal securities account for the shareholder must produce an excerpt from this account at the request of the shareholder. The excerpt must state the number of shares and other information about the shares recorded in the accounts 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 shares as well as other information about the recorded shares as prescribed by the legal acts.
145. A public limited liability company shall be entitled to receive, according to the procedure laid down in the legal acts regulating the securities market, information from the account managers about the shares of that company recorded in shareholders’ personal securities accounts managed by the managers, the lists of shareholders and their particulars. Article
146. Ordinary and Preference Shares
147. The majority of shares in a company shall be ordinary shares. Preference shares may constitute less than 1/3 of the statutory capital. The nominal values of all ordinary shares must be equal.
148. All ordinary shares shall carry the right to vote. The right of owners of ordinary shares to the dividend shall be realised only after the realisation of the property rights of the holders of preference shares.
149. Only the holders of ordinary shares shall have the right to receive new shares issued when the statutory capital of the company is being increased according to the procedure laid down in this Law from the unappropriated profit or the reserves formed from the appropriated profit. If the statutory capital is being increased from the share premium or the revaluation reserve, the holders of both preference and ordinary shares shall have equal rights to receive new shares.
150. Ordinary shares of the company may not be converted into the preference shares. The amount of the dividend for holders of ordinary shares may not be fixed by the company in the Statutes or share subscription agreement.
151. Preference shares of the company may be converted into the ordinary shares by the decision of the General Meeting if the possibility of conversion has been laid down in the Statutes of the company and provided that 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 the ordinary shares, the company must make a full settlement with the holders of preference shares or undertake to settle the debt before the end of the next financial year.
152. The Statutes of the company issuing preference shares must prescribe a specific (fixed) amount (in percentage) of dividend on preference shares calculated on the basis of the nominal value of share.
153. Preference shares may have a cumulative or non-cumulative dividend, carry the right to vote or not. This shall be established in the Statutes when the classes of shares are indicated.
154. The holder of preference shares with cumulative dividend shall be guaranteed the right to the dividend indicated in these shares.
155. If the share of profit available for appropriation and intended for dividend is not sufficient for the payment of the whole dividend established for the holders of preference shares, they shall receive a proportionately reduced amount. The amount which was not paid to the holders of preference shares with a cumulative dividend shall be brought forward to the next financial year. The amount which was not paid to the holders of preference shares with a non-cumulative dividend shall not be brought forward to the next financial year.
156. If during 2 consecutive financial years the company fails to allocate the full amount of dividend to the holders of non-voting preference shares with a cumulative dividend, such shares shall acquire the voting right until the end of the financial year during which the full settlement with the holders of these shares is made. Article
157. Employee shares
158. A company, if the Statutes so prescribe, may have an issue of ordinary shares having the status of employee shares. This issue may not be made before the expiry of the deadline of payment for the shares subscribed for at the time of incorporation of the company.
159. The right to acquire employee shares shall be vested in the employees of the company which issued these shares, except for the employees who serve on the Supervisory Board or the Board or are the manager of this company.
160. The share subscription agreement must set the deadline for the holder of employee shares before which he may only transfer the shares to another employee of the company. The period of restriction may not be longer than three years after the day of the issue of shares starting from the day of subscription for shares. After the expiry of the restriction period for the transfer of shares, employee shares shall become ordinary shares. If the employee shares are inherited, the status of these shares shall not change until the expiry of the restriction period for the transfer of shares.
161. An employee must pay for the subscribed shares by making initial contributions in cash before the deadline set in the share subscription agreement. The remaining payments may be made by deductions from the earnings if desired so be the employee. It shall be prohibited to exert any pressure on the employee to purchase the shares of the company as well as to make deductions from earnings for the payment for shares which were not subscribed for by him.
162. An employee must pay for the subscribed employee shares before the expiry of the restriction period for the transfer of shares. Article
163. Subscription for Shares
164. Shares shall be subscribed for when a company and a natural or legal person conclude a share subscription agreement, except when the company is being incorporated. Under the share subscription agreement, one party shall undertake to offer a certain number of new shares and the other party shall undertake to pay the entire subscription price. The procedure of subscription for the shares of public limited liability companies issued in the course of the increase of the statutory capital and offered for trading on the securities exchange registered in the Republic of Lithuania as well as the procedures of pricing and payment shall be established by the Securities Commission.
165. A share subscription agreement shall also have a simple written form in cases when the full or partial payment of the subscription price is made by contribution in kind, i.e. the real estate.
166. A share subscription agreement must state: 1) the name, legal form, code and registered office of the company; 2) the amount of registered statutory capital; 3) the amount of increase in the statutory capital; 4) the date of the General Meeting which adopted the decision to increase the statutory capital; 5) the date and number of listing of shares of a public limited liability company if the shares are listed by the Securities Commission; 6) the nominal value and issue price of a share, the number of shares of every class issued and the rights they carry; 7) the procedure and time limits of payment for shares; 8) the procedure of share allotment to the subscribers of shares in the event of oversubscription; 9) the possibility and procedure of increasing the statutory capital of the company in the event of undersubscription; 10) full name, personal code and place of residence of a subscriber who is a natural person or the name, legal form, code and registered office of a legal person and the name and surname of its representative; 11) the number of subscribed shares according to their classes.
167. The manager of the company shall be responsible for drafting the share subscription agreement and the accuracy of the particulars.
168. If a company provided incorrect or incomplete particulars referred to in paragraph 3 of this Article in the share subscription agreement, the subscriber of a share shall be entitled to file a written request to return his contribution for the subscribed shares before the registration of the Statutes of the company amended as the result of the increase in the statutory capital. The company must return the subscriber’s contribution immediately without any deductions.
169. A company may not subscribe for own shares.
170. A subsidiary company shall not be allowed to subscribe for and acquire shares in a parent company. If the shares of a company are subscribed for by its subsidiary company, the shares shall be considered to have been subscribed by the company itself.
171. Members of the company’s organ who took the decision for the company to subscribe for own shares or the shares in its parent company, must pay for these shares themselves. After the payment for shares they shall become the owners thereof.
172. A company may not make advance payments, give loans or offer safeguards for the discharge of obligations to third parties if such actions are aimed at enabling other persons to acquire shares in that company.
173. The manager of the company shall be responsible for compliance with the terms referred to in paragraphs 8 and 9 of this Article. Article
174. Payment for Shares
175. Payment for shares shall mean the payment of the share issue price. Payment for shares may be made in cash and/or contributions in kind owned by the person paying for the shares.
176. The issue price of a share may not be less than its nominal value.
177. Contributions in kind may be assets, including property rights. Assets withdrawn from civil circulation as well as works and services may not be used as contributions in kind.
178. The initial contribution in cash of every subscriber must be at least 1/4 of the aggregate amount of the nominal value of all subscribed shares and the share premium thereof. The remaining amount for the subscribed shares may be paid both in cash and by contributions in kind.
179. If, in the course of the increase in the statutory capital of the company, the shares are fully or partially paid for by contribution in kind, the contribution must be evaluated by an independent property valuer according to the procedure laid down in the legal acts regulating asset valuation before the General Meeting which shall adopt the decision to increase the statutory capital by issuing the shares for this contribution. The requirements applicable to the asset valuation report are laid down in Article 8