Obsah (5)

Article 4Article 5Article 24Article 40Article 34

The Law has been published in:

ficial Gazette, 2007, No REPUBLIC

LITHUANIA LAW ON SECURITIES 18 January 2007 No X-1023 Vilnius (As last amended on 17 January 2013 - No XII-148) SECTION I GENERAL PROVISIONS Article 1. Objective and Purpose

the Law 1. The purpose

this Law—to establish the procedure for the preparation, approval and publishing

a prospectus and takeover bids as well as the requirements for the disclosure and storage

periodic and current information. 2. This Law is intended to bring into line the regulation

securities markets with the relevant legislative acts

the European Union listed in Annex to this Law. Article 2. Main Definitions

this Law 1. Holding—the share

the voting rights

an issuer held at the general meeting

shareholders by a shareholder representing 5 per cent or more

the total voting shares. 2. Shareholder—a person who holds: 1) shares

the issuer acquired thereby in his own name and on his own account; 2) shares

the issuer acquired thereby in his own name but on behalf

another natural or legal person; 3) depositary receipts in respect

shares. 3. Secondary trading in securities—an

fer to acquire securities and their transfer after the completion

the primary trading in the securities. 4. Open-ended collective investment undertaking—an investment fund or an investment company: 1) the sole objective

which is through a public distribution

shares or investment units to raise funds from the public and invest the same collectively into securities and/or other assets specified in the Law

the Republic

Lithuania on Collective Investment Undertakings (hereinafter: ‘the Law on Collective Investment Undertakings’) thus spreading the risk; 2) whose securities (investment units or shares) certify the right

the holder thereof to require at any time them to be redeemed. 5. The

feree company—a company, the securities whereof are the subject

a take-over bid.

1. Central storage facility—the data base storing regulated and other information;
2. Multiple-vote securities—securities assigned to a distinct and separate class and carrying at the general meeting

shareholders more than one vote. 8. Multilateral trading facility—a facility as defined in the Republic

Lithuania Law on Markets in Financial Instruments (hereinafter: ‘the Law on Markets in Financial Instruments’). 9. Depositary receipt in respect

shares—a security representing the right

its holder to receive income from the issuer in the amount depending on the amount

the issuer’s income from another issuer’s shares and the right to exchange the receipt into shares. 10. Electronic means—means

electronic equipment for the processing (including digital compression), storage and transmission

data, employing wires, radio, optical technologies, or any other electromagnetic means. 11. Material event—an event which is related to the issuer’s activity and therefore is or must be known to it, and which might have a significant influence on the market price

the issuer’s securities. 12. European Systemic Risk Board—an institution established on the basis

Regulation (EU) No 1092/2010

the European Parliament and the Council

24 November 2010 on European Union macro-prudential oversight

the financial system and establishing a European Systemic Risk Board (OJ 2010 L 331, p.1). 13. European Securities and Markets Authority—an institution established on the basis

Regulation (EU) No 1095/2010

the European Parliament and the Council

24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ 2010 L 331, p.84).

1. Financial brokerage firm—as defined in the Law on Markets in Financial Instruments.
2. Guarantor (underwriter)—a person securing the discharge

the obligations arising from securities and/or the distribution

securities

the issuer on its own account. 16. Annual report

an entity (hereinafter: ‘annual report’)—as defined in the Law

the Republic

Lithuania on Financial Statements

Entities. 17. Group

Undertakings¾as defined in the Law

the Republic

Lithuania on Consolidated Accounts

Groups

Undertakings (hereinafter: ‘the Law on Consolidated Accounts

Groups

Undertakings’). 18. Investor—a person who holds securities by the right

ownership or intends to acquire them. 19. Source indicated in the Articles

Association—as defined in the Law

the Republic

Lithuania on Companies. 20. Management company

the collective investment undertaking (hereinafter: ‘a management company’)—as defined in the Law on Collective Investment Undertakings. 21. Securities

collective investment undertakings—investment units

an investment fund and shares

an investment company representing the right

the holder thereof in respect

a share

the assets

such collective investment undertaking, and the right to require such securities to be redeemed at any time. 22. Consolidated Annual Report—as defined in the Law on Consolidated Accounts

Groups

Undertakings. 23. Controlled entity—an entity: 1) in which a natural person or legal person has more than half

the total voting rights

the entity; or 2)

which a natural person or legal person being a participant

the entity has the right to appoint or remove the manager, the majority

the members

the Supervisory Board or the Board. The person’s voting rights granting the right to appoint or remove managers

the entity shall be deemed to include the voting rights held in the meeting

shareholders

the controlled entity by other persons controlled by the first legal entity; or 3) in which a natural or legal person being a participant

the entity under agreements with other participants has a right to decide on the manner

the use

more than half

the voting rights in the general meeting

shareholders

the entity in question; or 4) over which a natural person or legal person has the power to exercise a material influence. 24. Credit institution—as defined in the Law

the Republic

Lithuania on Financial Institutions. 25. Company with reduced market capitalization—a company listed on a regulated market with an average market capitalization

less than EUR 100 million on the basis

end-year quotes for the previous three calendar years. 26. Small and medium sized enterprises—legal persons which according to the set

their last annual financial statements (hereinafter: ‘annual financial statements’) or the set

annual consolidated financial statements (hereinafter: ‘annual consolidated financial statements’) comply with at least two

the following criteria: 1) an average number

employees during the financial year is less than 250; 2) the value

the assets as indicated in the balance sheet does not exceed EUR 43 million; 3) the net sales revenue during the financial year does not exceed EUR 50 million. 27. Non-equity securities—bonds or other transferable securities certifying the indebtedness except the securities which are equivalent to securities

public companies or which, upon their conversion or the exercise

the rights conferred by them, grant the right to acquire shares or securities equivalent to shares. 28. Securities issued in a continuous and repeated manner—a continuous issue

securities

the same type and/or class or at least two separate issues

a similar type and/or class over a period

12 months. 29. Equities (equity securities)—securities which are: 1) shares

public companies; 2) other transferable securities equivalent to shares

public companies; 3) transferable securities

any other type giving the right to acquire any

the securities referred to in Article 2

this Law by converting them or through the exercise

the rights conferred by them, provided that securities referred to in this point have been issued by the issuer

the securities underlying those referred to in Article 2

this Law or by an undertaking belonging to the group

undertakings

the said issuer.

1. Takeover bid circular (hereinafter: ‘the circular’)—the document disclosing the main information about the bid.
2. Parties to the takeover bid—the

feror, members

the

feror’s Board if the

feror is a legal person, the

feree company, holders

securities

the

feree company, and the members

the Board

the

feree company, and persons acting in concert with such persons. 32.

feror—a natural or legal person submitting a takeover bid. 33. Parent company—as defined in the Law on Consolidated Accounts

Groups

Undertakings. 34. Transferable securities—as defined in the Law on Markets in Financial Instruments except money market instruments the term

validity whereof is shorter than 12 months. 35. Primary trading in securities—an

fer to acquire securities and a transfer

these securities at the time

their issuance. 36. Supervisory institution—the Bank

Lithuania which according to the procedure set by this Law or other laws performs supervisory functions

markets in financial instruments.

1. Host Member State—an EU Member State in which the takeover bid is implemented, the admission to trading in securities on a regulated market is sought, or in which trading in securities on a regulated market is permitted when different from the home Member State.
2. Mandatory takeover bid—a mandatory takeover bid submitted by a person who has acquired over 1/3

votes in the general meeting

shareholders

the

feree company to the holders

the remaining securities

the

feree company, to buy up the remaining voting securities

the

feree company and securities representing the right to acquire such voting securities. 39. Qualified investors—investor meeting the criteria

a professional customer defined in the Law on Markets in Financial Instruments. 40. Prospectus—a document intended for investors and the general public and containing the information on the issuer and its securities

fered to the public or admitted to trading on a regulated market. 41. Approval

the prospectus—a positive decision

the competent authority

the home Member State passed upon the scrutiny

the completeness

the prospectus, consistency

the information given and its comprehensibility, which confirms that the information provided in the prospectus complies with the rules on the provision

information set forth in relevant legal acts. 42. Regulated information—the information that the person seeking the admission

its securities to trading on a regulated market without the consent

the issuer shall publish in accordance with the requirements established by this Law and other legal acts.

1. Regulated market—as defined in the Law on Markets in Financial Instruments.
2. Regulated market operator—as defined in the Law on Markets in Financial Instruments.
3. Advertisement—as defined in Commission Regulation (EC) No. 809/2004

29 April 2004 implementing Directive 2003/71/EC

the European Parliament and

the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication

such prospectuses and dissemination

advertisements (hereinafter: ‘Regulation (EC) No. 809/2004’).

1. Market maker—as defined in the Law on Markets in Financial Instruments.
2. Voluntary takeover bid—the takeover bid announced at the discretion

the person and under the terms established thereby to the holders

securities to purchase all voting securities issued by the

feree company or part thereof, and/or securities representing the right to acquire the voting securities. 48. Persons acting in concert—natural or legal persons who cooperate with the

feror or the

feree company on the basis

an agreement, either express or tacit, oral or written, aimed at acquiring the control

the

feree company granting 1/3 or more

the votes in the general meeting

shareholders

the

feree company or at frustrating the successful outcome

the bid. Persons controlled by another person, persons acting in concert with that other person, shall also be deemed acting in concert with one another. It shall be deemed that in the cases referred to in Article 24

this Law the persons concerned act in concert.

1. Third country—as defined in the Law on Markets in Financial Instruments.
2. Third country’s supervisory institution—an institution performing in a non-Member State the functions analogous to the functions

a supervisory institution as provided for in this Law. 51. Member State—a Member State

the European Union or a State that belongs to the European Economic Area. 52. Member State’s competent authority—an institution performing in the Member State the functions analogous to the functions

a supervisory institution as provided for in this Law. 53. Issue

securities (hereinafter: ‘the issue’)—the issue

a series

securities conferring identical property and non-property rights to their owners. 54. Issuer

securities (hereinafter: ‘the issuer’)—a person proposing to issue or issuing its securities. A legal person incorporated in the Republic

Lithuania shall be considered an issuer: 1) where its securities have been admitted to trading on a regulated market in the Republic

Lithuania and/or other Member State; or 2) where the prospectus

securities issued by it from 12 July 2005 was approved by the supervisory institution and securities issued on the basis

this prospectus were

fered publicly or admitted to trading on a regulated market and all

these securities or their part placed or admitted to trading in a regulated market, or; 3) other person provided its securities are

fered publicly. The securities

the issuer shall be considered to be

fered publicly where starting from 1 January 2002 the issuer has issued to public trading at last one issue

securities and the general meeting

shareholders

such issuer has decided within six months from the coming into effect

this Law to continue the public

fering

securities. Where the documents confirming the decision to continue the public

fering

securities within six months are not submitted to the supervisory institution, for the purpose

this Law such legal person established in the Republic

Lithuania is not considered to be the issuer. 55. Manager

the issuer

securities—a member

the Supervisory Board,

the Board, the manager

the issuer. 56. Securities market—a place where securities are traded in an organised way. 57.

feror

securities—a natural or legal person

fering or intending to

fer securities publicly. 58. Public

fering

securities (hereinafter: ‘public

fering’)—a communication to persons in any form and by any means

fering securities and presenting sufficient information on the terms

the

fer and the securities to be

fered so as to enable an investor to decide to purchase or subscribe to the securities being

fered.

fering

securities through intermediaries

public trading in securities shall also be deemed to be the public

fering provided it meets the features

the public

fering described in the first sentence

this paragraph. Communication to persons on the basis

trading in the regulated market

the Republic

Lithuania is not deemed to be the public

fering

securities. Admission

securities to trading in the multilateral trading facility, as well as the communication to persons on the basis

trading in the multilateral trading facility is not deemed to be the public

fering

securities. 59. Intermediary

public trading in securities (hereinafter: ‘an intermediary’)—financial brokerage firms and credit institutions authorised to provide investment services. Article 3. Application

the Law on Securities 1. For the purpose

this Law securities shall be deemed to constitute the transferable securities defined in the Law on Markets in Financial Instruments. 2. Section 2

this Law shall also be applied to investment units or shares

closed-ended collective investment undertakings. Section 3

this Law shall also be applied to investment units

closed-ended collective investment undertakings or to shares

closed-ended collective investment undertakings allowed to be traded on a regulated market. SECTION II PUBLIC

FERING AND ADMISSION

SECURITIES TO TRADING ON A REGULATED MARKET Article 4. Scope

Application 1. This Section

the Law shall define the requirements for the preparation, approval and publication

the prospectus to be complied by, where the securities

the issuer whose home Member State is the Republic

Lithuania, are intended to be

fered publicly or admitted to trading on a regulated market in the Republic

Lithuania and/or other Member State. Where the home Member State

an issuer is other than the Republic

Lithuania the requirements set forth in this Section shall be complied with where the securities are intended to be

fered publicly or admitted to trading on a regulated market

the Republic

Lithuania. An issuer in this Section shall also be a legal person established in the Republic

Lithuania, proposing to issue or issuing its securities. 2. The requirements

this Section shall not be applied to: 1) securities issued (to be issued) by open-ended collective investment undertakings; 2) non-equity securities issued (to be issued) by a Member State, its regional or local authorities, the European Central Bank, central banks

Member States

the European Union, also public international organizations

which at least one European Union Member State is a member. 3) shares

the central banks

Member States; 4) securities unconditionally and irrevocably guaranteed by a Member State, its regional or local authorities; 5) non-equity securities issued in a continuous or repeated manner by credit institutions

Member States provided that such securities are not subordinated, convertible or exchangeable, do not give a right to subscribe to or acquire other types

securities, or that they are not linked to a financial derivative, and provided the securities materialize reception

repayable deposits, and are covered by a deposit insurance coverage; 6) publicly

fered securities issued by an issuer incorporated in a Member State, provided the total consideration for the

fer in the Member States is less than EUR 5 million calculated over a period

12 months; 7) non-equity securities issued in a continuous and repeated manner by credit institutions incorporated in a Member State where the total consideration for the

fer in the Member States is less than EUR 75 million calculated over a period

12 months, provided that such securities are not subordinated, converted or exchangeable, do not give a right to subscribe to or acquire other types

securities and that they are not linked to a financial derivative. 3. Where in the cases referred to in points

Article 4

this Law the securities are intended to be

fered publicly or asked for admission to trading, the issuer, an

feror or a person asking for admission to trading on a regulated market shall be entitled to draw up a prospectus. 4. For the purpose

the present Section, the home Member State: 1) for all Community issuers

securities which are not referred to in Article 4

this Law, shall be the Member State where the issuer has its registered

fice; 2) for all non-Community issuers

securities which are not referred to in Article 4

this Law, shall be the Member State in which the securities were publicly

fered for the first time after 31 December 2003, or intended to be

fered, or where the first application for admission to trading on a regulated market is made. The home Member State shall be designated at the discretion

the issuer, a person

fering the securities, or a person asking for admission to trading on a regulated market, subject to a subsequent election by issuers incorporated in a third country if the home Member State was not determined by their choice; 3) for any issues

non-equity securities the denomination per unit

which amounts to at least EUR 1 000, or for any issues

non-equity securities giving the right to acquire any transferable securities or to receive a cash amount as a consequence

them being converted or the rights conferred by them being exercised, provided that the issuer

non-equity securities is not the issuer

the underlying securities and is not related to the issuer

the underlying securities—the Member State in which the issuer has the registered

fice or where the securities were or are to be admitted to trading on a regulated market, or where the securities are

fered to the public. The home Member State shall be established at the choice

the issuer, the

feror or a person asking for admission

its securities to trading on a regulated market. The same regime shall be applicable to non-equity securities in a currency other than EUR, provided that the minimum denomination

such security is not less than EUR 1

1. Article
2. Obligation to Publish a Prospectus
3. The public

fering

securities may be exercised in the Republic

Lithuania only after the issuer or the

feror publishes the prospectus in the manner set forth in this Section

the Law. 2. The obligation to publish a prospectus shall not apply in the presence

at least one

the following conditions: 1) an

fer

securities is addressed solely to qualified investors; 2) an

fer

securities is addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors; 3) an

fer

securities is addressed to investors who acquire securities for a total consideration

at least EUR 100 000 for each separate

fer; 4) an

fer

securities the denomination per unit

which amounts to at least EUR 100 000; 5) an

fer

securities with a total consideration

less than EUR 100 000 calculated over a period

12 months. 3. In the cases referred to in points

Article 5

this Law financial brokerage firms and credit institutions shall communicate their classification

investors as professional clients on request to the issuer without prejudice to the relevant legislation on data protection. 4. The obligation to publish a prospectus shall not apply in the presence

public

fer

the following securities: 1) shares issued instead

previously emitted the same class shares provided that after the issue

such shares the issuer’s authorised capital does not increase; 2) securities

fered as a payment instrument for securities purchased by way

the takeover bid where there is a document prepared according to a set procedure and available to future owners

such securities, which contains the information deemed by the supervisory institution as equivalent to the prospectus information to be provided on a mandatory basis; 3) securities

fered, allotted or envisaged for allotment to companies after their merger, incorporation, division by acquisition, division by the formation

a new company or split

f

new companies where there is a document approved according to a set procedure and available to future owners

such securities, which contains the information deemed by the supervisory institution as equivalent to the prospectus information to be provided on a mandatory basis; 4) shares paid for dividends to present shareholders (where shares are

the same class as shares for which such dividends are paid out) where a document containing the information about the

fer, number and features

shares, as well as reasons and peculiarities

the

fer is available to future owners

these shares; 5) securities

fered, allotted or to be allotted to existing or former managers or employees by their employer or by an affiliated company provided that the company has its head

fice or registered

fice in the Member State and provided that a document is made available to future owners

these securities containing information on the number and nature

the securities and the reasons for and details

the

fer. 5. Subsequent (later) sale

securities indicated in Article 5

this Law shall be deemed as a separate

fer and on the basis

the provision in Article 2

this Law it is considered whether this

fer may be treated as public. The placement

securities through financial intermediaries shall be subject to publication

a prospectus, where the final placement does not qualify for any

the exemptions specified in Article 5

this Law. 6. The admission

securities to trading on a regulated market operating in the Republic

Lithuania shall be subject to the publication

a prospectus in the manner stipulated in this Section by the person seeking the admission

securities to trading on a regulated market. 7. An obligation to publish a prospectus shall not be applied when the following securities are admitted to trading in a regulated market: 1) shares whose number within 12 months comprises less than 10 per cent

the number

the same class shares admitted to the same regulated market; 2) shares issued instead

previously admitted to the same regulated market the same class shares provided that after the issue

such shares the issuer’s authorised capital does not increase; 3) securities

fered as a payment instrument for securities purchased by way

the takeover bid where there is a document prepared according to a set procedure and available to future owners

such securities and containing the information deemed by the supervisory institution as equivalent to the prospectus information to be provided on a mandatory basis; 4) securities

fered, allotted or envisaged for allotment to companies after their merger, incorporation, division by acquisition, division by the formation

a new company or split

f

new companies where there is a document approved according to a set procedure and available to future owners

such securities and containing the information deemed by the supervisory institution as equivalent to the prospectus information to be provided on a mandatory basis; 5) shares

fered free

charge, allotted or envisaged for allotment to present shareholders, also shares paid for dividends (where shares given as dividends and shares for which such dividends are paid out are

the same class) where a document containing the information about the

fer, number and features

shares, as well as reasons and peculiarities

the

fer is available to future owners

these shares; 6) securities

fered, allotted or envisaged for allotment to existing or former managers and employees

the issuer by their employer or a company belonging to the issuer’s group

entities, provided these securities are

the same class as securities admitted by the issuer to the same regulated market and there is a document containing the information about the number and features

securities, as well as reasons and peculiarities

the

fer is available to future owners

these shares; 7) shares that occurred as a result

conversion or exchange

other securities or because

the implementation

the rights granted by other securities where these shares are

the same class as the shares that have already been admitted to the same regulated market; 8) securities that have already been admitted to trading in another regulated market. 8. The exception provided in Article 5

Directive 2003/71/EC; 3) securities, other than those indicated in Article 5

this Law, were admitted to that regulated market for the first time after 30 June 1983 and their prospectus or other documents obligatory for the admission to trading in that regulated market were approved according to the requirements established in Directive 80/390/EEC or Directive 2001/34/EC; 4) conditions for admission to trading in a regulated market are satisfied and continuous duties set for issuers in that regulated market are fulfilled; 5) a person prepares and according to requirements set in this Law communicates to the public a summary note in the Lithuanian language; 6) contents

the summary note comply with the requirements for the summary prospectus provided for in legal acts, and the summary note specifies where to get the latest prospectus and financial information published by the issuer in accordance with information disclosure requirements. 9. The obligation to publish another prospectus shall not apply for any subsequent resale

securities or final placement

securities through financial intermediaries as long as a valid prospectus is available in accordance with Article 10

this Law and the issuer or the person responsible for drawing up such prospectus consents to its use by means

a written agreement. 10. Point

Article 5

this Law shall also apply to a company established outside the European Economic Area whose securities are admitted to trading either on a regulated market or on a third-country market. In the latter case, the exemption shall apply provided that adequate information, including the document referred to in point

Article 5

the Prospectus 1. The prospectus shall present all information on the issuer and its securities to be

fered to the public or admitted to trading on a regulated market. The prospectus shall contain all information which, according to the particular peculiarities

the issuer and securities

fered to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment

the assets and liabilities, financial position, profit and loss, and prospects

the issuer and

any guarantor, and

the rights granted by such securities. The prospectus shall also include a summary that, in a concise and comprehensible manner provides key information. The prospectus must be

such a form that the information could be easily understood and analysed. 2. Where the final price

a bid and the number

securities to be publicly

fered cannot be specified in the prospectus: 1) the prospectus must specify the criteria and/or the terms and conditions for the establishment

the number and price or the maximal price

securities, or; 2) an investor shall have a right, by applying in a simple written form to the person specifically indicated in the prospectus, to revoke the acquisition or subscription

securities not later than within 2 working days from notifying the supervisory institution and publicly announcing in the manner defined in this Article 6

this Law the final price and amount

the bid. 3. The supervisory institution may permit not to provide in the prospectus certain information the inclusion whereof in the prospectus shall be mandatory under the provisions

this Section and

Regulation (EC) No. 809/2004, when there is ground to believe that: 1) the disclosure

such information would be contrary to the public interest; or 2) the disclosure

such information would be detrimental to the issuer provided that the omission

such information would not be likely to mislead the public with regard to facts and circumstances essential for assessment

the issuer, each guarantor or the

feror

securities, also the rights assigned by securities to which the prospectus relates; or 3) such information is

minor importance only for a specific

fer or admission to trading on a regulated market and is not such as will influence the assessment

the financial position and prospects

the issuer,

feror or guarantor, if any. 4. Upon the choice

the issuer, the

feror

the securities or a person asking for admission to trading on a regulated market the prospectus may be drawn up as a single document or as several separate documents. The prospectus composed

separate documents shall contain the registration document, the securities note and the summary note. The information in the prospectus may be provided by way

reference. Where the prospectus relates to the admission to trading on a regulated market

non-equity securities having a denomination

at least EUR 100 000, requirement to provide a summary shall not apply, with the exception

events specified in Article 15

this Law. 5. Where securities are guaranteed by a Member State, an issuer, an

feror or a person asking for admission to trading on a regulated market, when drawing up a prospectus in accordance with Article 4

this Law, shall be entitled to omit information about such guarantor. 6. The contents

the prospectus, the form

its constituent parts and the procedure for drawing up the prospectus shall be determined by the supervisory institution. Article 61. Key Information in the Prospectus 1. Key information

the prospectus shall mean essential and appropriately structured information which is to be provided to investors with a view to enabling them to understand the nature and the risks

the issuer, guarantor and the securities that are being

fered to them or admitted to trading on a regulated market. 2. In light

the

fer and securities concerned, the key information shall include the following elements: 1) a short description

the risks associated with and essential characteristics

the issuer and any guarantor, including the assets, liabilities and financial position; 2) a short description

the risk associated with and essential characteristics

the investment in the relevant security, including any rights attaching to the securities; 3) general terms

the

fer, including estimated expenses charged to the investor by the issuer or the

feror; 4) details

the admission to trading on a regulated market; 5) reasons for the

fer and use

proceeds. Article

1. Responsibility for Information Provided in a Prospectus
2. The responsibility for the correctness and completeness

the information presented in the prospectus shall attach to the issuer, the underwriter, the administrative, management and supervisory institutions

the issuer,

feror

securities and the person seeking admission to trading on a regulated market. Other persons maybe designated as responsible for the information presented in the prospectus apart from the mentioned persons and the bodies

the undertaking. The persons responsible shall be clearly identified in the prospectus: name and last name

the natural person, position held, name

the legal person and the registered

fice address. The declaration

responsible persons may be attached to the prospectus to the effect that to their best knowledge the information contained in the prospectus is in accordance with the facts and that no material information has been omitted. 2. An investor who suffered damage due to an inaccurate or incomplete information presented in the prospectus shall have a right to claim indemnity from the responsible persons in the manner stipulated in the Civil Code

the Republic

Lithuania (hereinafter: ‘the Civil Code’). However, no civil liability shall arise when the investment decision has been made solely on the basis

the information presented in the summary

the prospectus (including the translation thereof), unless the summary

the prospectus, when read with other parts

the prospectus, is misleading, inaccurate, inconsistent or it does not provide, when read together with the other parts

the prospectus, key information referred to in Article 61. The summary

the prospectus shall contain a clear warning to that effect. 3. The supervisory institution shall have a right to require that the issuer,

feror

securities or the person applying for the approval

the prospectus, where the registered

fice

the issuer is outside the Community, submit a document specifying the persons responsible for the correctness and completeness

each item

the information presented in the prospectus, and signed by such persons, including consultants

the Republic

Lithuania involved in the drawing up

the prospectus or counselling the issuer,

feror

securities or the person applying for the approval

the prospectus. Article 8. Approval

a Prospectus 1. Only a prospectus approved by the supervisory institution or the competent authority

another Member State may be announced. 2. The supervisory institution shall notify

its decision concerning the approval

the prospectus the issuer, the

feror

securities or the person seeking the admission

securities to trading on a regulated market and the European Securities and Markets Authority not later than within 10 working days from the submission

the draft prospectus for approval. 3. The time limit referred in Article 8

this Law shall be extended to 20 working days where the securities intended for public

fering have been issued by the issuer who does not have any securities admitted to trading on a regulated market or who has not previously

fered securities to the public.

1. Where within the time limit established by the present Article the supervisory institution does not pass any decision the prospectus shall be deemed not approved.
2. Where the supervisory institution finds that the documents submitted to it are incomplete or it has reasonable grounds to require additional information to be submitted, the supervisory institution shall within 10 working days from the submission

the application to approve the prospectus notify the issuer, the

feror

securities or the person asking for admission to trading on a regulated market

its requirement to submit supplementary documents or information. Article 8

this Law shall commence from the date the supplementary information or materials are submitted to the supervisory institution. 6. The supervisory institution, having in advance notified the European Securities and Markets Authority and obtained prior consent from the competent authority

another Member State, shall have a right to transfer to it the right to approve the prospectus. The supervisory institution shall notify the issuer, the

feror

securities or the person asking for admission to trading on a regulated market

its decision to transfer the approval

the prospectus to the competent authority

another Member State not later than within 3 working days from the passing

the decision. Article 8

this Law shall apply from the date

the decision by the supervisory institution to transfer the approval

the prospectus to the competent authority

another Member State. 7. Upon the receipt

the application to approve the prospectus the supervisory institution shall have a right to: 1) require that the issuer, the

feror

securities or the person asking for admission to trading on a regulated market submit in the prospectus the information necessary for the protection

investor interests; 2) require that the issuer, the

feror

securities or the person asking for admission to trading on a regulated market, as well controlling persons and persons controlled by them submit to the supervisory institution supplementary information or documents necessary for passing the decision concerning the approval

the prospectus; 3) require that the managers and auditors

the issuer, the

feror

securities or the person asking for admission to trading on a regulated market, also intermediaries executing the public

fering

securities or applying for admission to trading on a regulated market submit to the supervisory institution supplementary information or documents necessary for passing the decision concerning the approval

the prospectus. 8. The supervisory institution shall pass a decision concerning the approval

the prospectus having scrutinised the prospectus for its completeness, including the compatibility and comprehensiveness

the prospectus. The approval

the prospectus shall mean that the information submitted in the prospectus is in accordance with the regulations on the provision

information stipulated in this Law and other legal acts. The approval

the prospectus shall not be deemed the confirmation

the correctness

the information; also it shall not be considered the recommendation

the supervisory institution to investors. 9. The supervisory institution shall not approve the prospectus, where: 1) the issuer has provided the information not in compliance with the rules on the submission

information established by this Law and other legal acts; 2) the issuer failed to provide the documents or explanations stipulated in the regulations

the supervisory institution or it was established that the documents or information were false; 3) the securities

the issuer have been issued in violation

the laws

the Republic

Lithuania or resolutions

the supervisory institution. Article 9. Publication

the Prospectus 1. The issuer, the

feror

securities or the person asking for admission to trading on a regulated market shall furnish the approved prospectus to the Supervisory institution and publish the prospectus without delay, and in any case in advance

the

fer to the public or the admission to trading

the securities involved. Having published the prospectus the issuer, the

feror

securities or the person asking for admission to trading on a regulated market shall without delay post such prospectus into the Central Storage Facility in the manner defined in Article 28

this Law. 2. The prospectus shall be deemed available to the public when published either: 1) in at least one newspaper

national circulation in case the public

fer shall be executed or the admission to trading in the regulated market

the Republic

Lithuania is sought ; or 2) in the form

a brochure handed out free

charge in the registered

fice

the issuer, the registered

fice

the operator

the market on which the securities will be traded, or the

fices

intermediaries

public trading in securities (including the paying agents) placing or selling the securities to all persons wishing to receive such brochure; or 3) in an electronic form in the Internet website

the issuer or the Internet websites

intermediaries (including the paying agents) placing or selling the securities; or 4) in an electronic form in the Internet website

the operator

the regulated market in which the admission to trading is sought. 3. Where the prospectus is published in the manner specified in Article 9

this Law, the prospectus shall be additionally published electronically in the manner stipulated in Article 9

this Law. A hard copy

the electronically published prospectus shall be at no charge handed out to the investor, if he so requests. A copy

the prospectus shall be submitted by the issuer,

feror

the securities or the person seeking admission to trading on a regulated market, or the intermediaries selling or otherwise placing the securities. 4. The Supervisory institution shall furnish on its website the list

the prospectuses approved during the last 12 months. 5. In case

a prospectus comprising several documents and/or incorporating information by reference, the documents and the information making up the prospectus may be published and circulated separately provided that all the documents and the information making up the prospectus are made available to the public free

charge, in the manner stipulated in Article 9

this Law. Each separately published document must indicate where the other constituent documents

the full prospectus may be obtained. 6. The text and the format

the prospectus and the supplements thereto shall be identical to the text and format

the prospectus and supplements approved by the Supervisory institution. Article 10. Validity

the Prospectus and Supplements to the Prospectus 1. The prospectus shall remain in effect for a period

12 months after its approval provided all conditions stipulated in Article 10

this Law are complied with. 2. Every significant new factor, material mistake or inaccuracy related to the information included in the prospectus and capable

affecting the assessment

the securities concerned and which arise or are noted between the time when the prospectus is approved and the final closing

the

fer to the public, or the beginning

trading on a regulated market, whichever occurs later, shall be specified in the supplement to the prospectus. Such supplement shall be approved in the same way as the prospectus itself, and shall be published not later than within seven working days from the submission

the documents in the same procedure as the prospectus itself. The summary

the prospectus and any translation thereof shall also be supplemented if necessary to take into account the new information included in the supplement. Investors who have already agreed to purchase or subscribe to the securities before the supplement is published, shall have the right, exercisable within two working days after publication

the supplement to the prospectus, to withdraw its acceptance, provided that the new factor, mistake or inaccuracy arose before the final closing

the

fer to the public and the delivery

the securities. That period may be extended by the issuer or the

feror but the final date

the right

withdrawal shall be stated in the supplement

the prospectus. The issuer and the

feror

the securities shall repay contributions

the investors within ten working days without any deductions made. 3. The supervisory institution shall, in the manner stipulated in Article 8

this Law, notify the issuer, the

feror

securities or the person applying for admission to trading on a regulated market, and the European Securities and Markets Authority about the adopted decision regarding the approval

the supplement to the prospectus. The supervisory institution shall at the same time submit to the European Securities and Markets Authority a copy

the supplement to the approved prospectus. Article 11. Advertising

Securities 1. Any type

advertisements relating either to the

fer to the public

securities or an admission thereof to trading on a regulated market shall be performed only in the observance the principles defined in Article 11

this Law. The requirements defined in Article 11

this Law shall be mandatory in the cases the publication

the prospectus is mandatory.

1. Advertisements shall be clearly recognisable as such. Advertisements shall state that a prospectus has been or will be published and indicate where investors are or will be able to obtain it.
2. The information contained in an advertisement shall be accurate and not misleading. The information shall also be consistent with the information contained in the prospectus, if already published, or with the information required to be published in the prospectus, if the prospectus is to be published afterwards.
3. In any case, all information concerning the

fer to the public or the admission to trading on a regulated market disclosed in an oral or written form must be consistent with that contained in the prospectus, regardless

the fact whether or not such information was disclosed for advertising purposes. 5. Where the issuer or the

feror

securities related to the public

fer submits relevant information to qualified investors or special categories

investors (including the information disclosed at the meetings related to the public

fer), such information shall be included into prospectus or the supplement to the prospectus in the manner defined by the supervisory institution. 6. When according to this Law or the regulations approved by the supervisory institution no prospectus is required, and the issuer or the

feror

the securities submits relevant information to the persons referred to Article 12

this Law, such information shall be disclosed to the specified persons on equal terms. 7. The control over the compliance with these requirements shall be exercised by supervisory institution. Where the supervisory institution has grounds to suspect the violation

the provisions

this Article, it shall have a right to suspend the advertising and to set a time limit not exceeding 10 working days for elimination

the said violations or for carrying-out

other necessary actions. Where the violations are not eliminated or other instructions

the supervisory institution are not complied with within the set time limit, the supervisory institutions shall have a right to prohibit the advertising

securities. Article 12. Peculiarities

the Public

fering and Admission to Trading on a Regulated Market

Securities Executed in another Member State by the Issuer Established in the Republic

Lithuania 1. Upon the receipt

the request

the issuer or a person responsible for the drawing up

the prospectus to

fer the securities to the public or seek admission to trading on a regulated market in another Member State, the supervisory institution shall, not later than within three working days following the request, if submitted together with the approved prospectus, or not later than on the next working day after the approval

the prospectus, if the request is filed with the draft prospectus, provide a copy

the prospectus to the competent authority

the host Member State and a certificate regarding the approval

the prospectus attesting that the prospectus has been drawn up in accordance with the legal requirements to the competent authority

the host Member State and the European Securities and Markets Authority. Where legal acts

the host Member State stipulate that a translation

the summary prospectus must be provided, the supervisory institution shall additionally provide the competent authority

the Member State with the translation

the summary prospectus prepared by the issuer or another person responsible for the drawing up

the prospectus, as well as the supplement to the prospectus, in case

an obligation, under the provisions

this Law, to provide the supplement

the prospectus. The issuer or the person responsible for drawing up the prospectus shall also be notified

the certificate

approval at the same time as the competent authority

the host Member State. 2. In case

the presence

the basis under the present Law not to provide certain information in the prospectus, such basis and other motives for omitting the information shall be specified in the certificate

approval

the prospectus. Article 13. Public

fering and Admission to Trading on a Regulated Market in the Republic

Lithuania

Securities Issued by an Issuer whose Home Member State is other than the Republic

Lithuania 1. Securities issued by an issuer whose home Member State is other than the Republic

Lithuania may be

fered to the public or admitted to trading on a regulated market in the Republic

Lithuania only after the competent authority

the home Member State provides the supervisory institution with a copy

the prospectus and the certificate

approval attesting that the prospectus has been drawn up in accordance with the requirements

the legal acts

the home Member State. 2. In case the prospectus has been drawn up in a language other than Lithuanian, the translation

the summary prospectus into Lithuanian shall be submitted together with the prospectus and its certificate

approval, as well as the supplements to the prospectus in case

an obligation, under legal acts

the home Member State, to provide the supplements to the prospectus. 3. Where the supervisory institution determines that the issuer or the financial institutions responsible for the public

fering

securities have violated the legal requirements

this Law and other legal acts applied to the issuers whose securities are publicly

fered or admitted to trading on a regulated market, it shall immediately notify

the established violations the home Member State

the issuer as well as the European Securities and Markets Authority. Where the issuer or the financial institution responsible for the public

fering

securities, disregarding the sanctions imposed by the competent authority

the home Member State, continues to violate the requirements set forth in this Law and other legal acts, or it becomes evident that the imposed sanctions were not sufficient, the supervisory institution, having in advance notified the competent authority

the home Member State thereof, takes all the necessary measures to protect the interests

investors. The supervisory institution shall without delay notify the European Commission and the European Securities and Markets Authority

the measures that have been undertaken. 4. The supervisory institution shall publish on is website the list

the prospectuses obtained in accordance with this Article and

the certificates

approval

all supplements thereto, as well as, where applicable, the internet reference to these documents published on the website

the competent authority

the home Member State, the issuer or the regulated market. The published list

prospectuses and

the certificates

approval

supplements thereto shall be constantly updated and each record shall be retained on the website for not less than a year. Article

1. Issuers Established in Non-Member States
2. The supervisory institution shall have a right to approve the prospectus concerning the public

fering

securities or the admission to trading on a regulated market

securities

the issuer whose registered

fice is located in a non-member state and, for the purpose

Article 4

this Law, the home Member State is the Republic

Lithuania, where the prospectus has been prepared in accordance with the requirements

the legal acts

the issuer‘s home State, provided that: 1) the prospectus has been drawn up in accordance with the international standards approved by the international organisations

securities commissions, including the Disclosure Standards approved by the International Securities Commission Organisation (IOSCO); 2) requirements stipulated in respect

the presented information (including the information

financial nature) correspond with the requirements defined in this Law. 2. Where the securities issued by the issuer referred to in Article 14

this Law are publicly

fered or admitted to trading on a regulated market in one or several Member States, or one or several Member States except the Republic

Lithuania, the requirements

Articles 12 and 15

this Law must be met. Article 15. Language

the Prospectus

the Issuer whose Home Member State is the Republic

Lithuania 1. Where the securities are

fered publicly or admission to trading on a regulated market is sought in the Republic

Lithuania only, the prospectus shall be drawn in the Lithuanian language. Upon the request

the issuer, the

feror

securities or the person applying for admission to trading on a regulated market for permission to draw up the prospectus in the English language and having assessed that the interests

investors would be safeguarded the supervisory institution may allow to draw up the prospectus in the English language. In case the prospectus is drawn up in the English language, additionally the summary prospectus shall be provided in the Lithuanian language. 2. Where the securities are

fered publicly or admission to trading on a regulated market is sought in one or several Member States except the Republic

Lithuania the prospectus submitted for approval

the supervisory institution upon the choice

the issuer, the

feror

securities or the person applying for admission to trading on a regulated market shall be drawn up in the language acceptable to competent authorities

the home Member States or the English language. The prospectus submitted for approval to the supervisory institution shall be at the discretion

the issuer, the

feror

the securities or the person asking for admission to trading on a regulated market prepared in the Lithuanian or English language. 3. Where the securities are

fered publicly or admission to trading on a regulated market is sought in the Republic

Lithuania and one or several Member States the prospectus submitted to the supervisory institution for approval must be drawn up in the Lithuanian or English language. In the event the prospectus is drawn up in the Lithuanian language, the translation

the prospectus shall be submitted, upon the choice

the issuer,

feror

securities or the person seeking admission to trading on a regulated market into the language acceptable to the competent authority

each host Member State or the English language. In case the prospectus is drawn up in the English language, additionally the summary prospectus shall be provided in the Lithuanian language. 4. In case admission to trading on a regulated market in one or several Member States is sought in respect

non-equity securities the denomination per unit

which is not less than EUR 100 000, upon the choice

the issuer,

feror

the securities or the person seeking admission to trading on a regulated market, the prospectus must be drawn up in the language

the home Member State and the language acceptable to the competent authorities

the host Member States or in the English language. Where the said securities are admitted to trading on a regulated market in the Republic

Lithuania, additionally the summary prospectus shall be provided in the Lithuanian language. Article

1. Primary Trading in Securities
2. The primary trading in securities shall be conducted where the issuer

fers the securities himself or under agreements with intermediaries. The securities may also be

fered by means

the organisational-technical measures

the operator

the regulated market and/or the settlement system in accordance with the rules approved by the supervisory institution. 2. In the course

the primary trading in securities all persons belonging to the same group

investors entitled to acquire securities shall be ensured equivalent terms in respect

the acquisition

securities. Each investor shall be provided with a possibility to familiarise himself with the prospectus drawn up, approved and published in the manner defined in this Section. 3. In the course

fering

securities the procedure, the payment procedure and the time limits for the

fering

securities may be modified only with the authorisation

the supervisory institution. In this case the supplement

the prospectus shall be approved and published in the manner defined in Article 10

this Law. It shall be prohibited to modify the price, denomination, class and type

the issue

securities. 4. All requirements

the primary trading

securities shall also apply in the situation where the

fering is executed by an intermediary for the securities acquired from the issuer under a firm commitment underwriting agreement. 5. Where the shares

a company are subscribed to or acquired by a person acting in its own name but in the interests

the company and/or on the company’s account, it shall be deemed that the shares are acquired or subscribed to by the company whose shares are acquired or subscribed. The company that has acquired the own shares from an intermediary

public trading in securities who purchased the securities while implementing price stabilisation measures based on the provisions

Commission Regulation (EC) No. 2273/2003

22 December 2003 shall be exempted from the requirement to submit an

fering.

1. The issuer shall be prohibited from acquiring the securities issued thereby. Article
2. The Secondary Trading in Securities The secondary trading in securities shall be conducted in accordance with the provisions

the Law on Markets in Financial Instruments. Article 18. Publishing

Information on Material Events 1. An issuer whose securities have been admitted to trading on a regulated market

the Republic

Lithuania must, in the manner prescribed by the supervisory institution, henceforth submit an information notice on each material event, with the exception

events specified in Article 18

this Law, to the operator

the regulated market at which the securities issued thereby are traded as well as to the supervisory institution, and make the said notice public, post it in the Central Storage Facility and on its own website in the manner prescribed in Article 28

this Law , with the exception

the case provided for in Article 18

this Law. The notification notice must specify the nature

the event and provide its brief description. 2. If disclosure

the information referred to in Article 18

this Law may inflict financial or competition-related damage on the issuer, and the non-disclosure

such information would not mislead the public and the issuer is able to ensure the confidentiality

such information, it may not publish this information and submit it only to the supervisory institution with a mark “Confidential information”. The issuer shall also provide a written explanation

the reasons for considering the information to be confidential and specify therein the date until which the information must remain confidential. On the day the confidentiality

the information expires it must be disclosed in the manner set out in Article 18

this Law. The supervisory institution may require disclosure

the information on a material event prior to the expiry

the confidentiality term specified by the issuer, if: 1) there is no more the ground specified in this point not to disclose the information, or; 2) information has been disclosed to persons to whom such information should not have been disclosed. 3. The operator

the regulated market may set out additional requirements for the disclosure

material events to be applied to the issuers whose securities are admitted to trading on that regulated market. SECTION III DISCLOSURE

PERIODIC AND CURRENT INFORMATION Article 19. Scope

Coverage 1. The requirements for the disclosure

periodic and current information provided for in this Section

the Law shall apply to issuers whose home Member State is the Republic

Lithuania. Where the home Member State

the issuer is not the Republic

Lithuania, the requirements

this Section shall be complied with in the cases where the securities

the issuer have been admitted to trading on a regulated market only in the Republic

Lithuania. 2. For the purpose

the present Section the home Member State is: 1) for Community issuers

equity securities and non-equity securities the denomination per unit

which is less than EUR 1 000—the Member State in which the issuer has its registered

fice; 2) for non-Community issuers

equity securities and non-equity securities the denomination per unit

which is less than EUR 1 000 – the Member State considered the home Member State in accordance with the requirements

Section II

this Law; 3) for all issuers not referred to in Article 19

this Law—the Member State where the issuer has its registered

fice, or the Member State in which the securities

the issuer have been admitted to trading on a regulated market. The home Member State shall be selected by the choice

the issuer. The issuer may choose only one Member State which shall be considered its home Member State for not less than three years, except the cases where the securities

the issuer are no longer traded on a regulated market. The issuer shall notify about

its choice

a home Member State the competent authority

the selected State and publish such information in the manner stipulated in Article 28

this Law. 3. Issuers established in non-Member States whose home Member State is not the Republic

Lithuania must disclose the periodic and current information in accordance with the procedure established in this Section where the securities

such issuers are publicly

fered or admitted to trading on a regulated market in the Republic

Lithuania. The supervisory institution shall have a right not to apply to an issuer whose registered

fice is in a non-Member State the requirements

this Section where the periodic and current information has been prepared and disclosed in accordance with the requirements

the legal acts

the state where the issuer has its registered

fice, which by a decision

the supervisory institution shall be considered equivalent to the requirements stipulated in this Section. In that case, the supervisory institution shall notify the European Securities and Markets Authority

the derogation applied. 4. The requirements

this Section shall not apply to securities to be issued (issued) by open-type collective investment undertakings. Article 20. Disclosure

Periodic Information

1. Issuers in the manner established by the supervisory institution shall draw up and make public, post in the Central Storage Facility and submit to the supervisory institution the following periodic information: 1) annual information; 2) interim information.
2. The requirement to draw up the interim information shall apply to issuers whose securities are admitted to trading on a regulated market in the Republic

Lithuania. 3. The publication and storage

the information in the Central Storage Facility shall be subject to the requirements stipulated in Article 28

this Law. The issuer must provide to each holder

the securities issued by the issuer a possibility to familiarize himself with all the periodic information specified in this Article free

charge and, on the latter’s request, provide him with copies

such periodic information. For making copies

periodic information the issuer may charge a fee in the amount set in its Articles

Association which may not exceed the expenses

making copies

the information. 4. The obligation stipulated in Article 20

this Law shall not apply to the issuers: 1) who have issued non-equity securities the denomination per unit

which is not less than EUR 100 000; 2) a Member State, its regional authorities, the European Central Bank, central banks

Member States and public international bodies

which at least one Member State is a member; 3) who have issued non-equity securities the denomination per unit

which is at least EUR 50 000 and which have already been admitted to trading on a regulated market in the Member State before 31 December 2010. 5. The obligation to draw up interim information referred to in Article 20

this Law shall not apply to credit institutions whose shares are not admitted to trading on a regulated market and which have, in a continuous or repeated manner issued non-equity securities only provided that the total nominal amount

all such securities remains below EUR 100 million and they have not published the prospectus. 6. The responsibility for the completeness and correctness

the information referred to in Article 20

this Law shall lie with the issuer, managers

the issuer, its management and supervisory bodies. Apart from these persons or bodies

management other persons may be held responsible for the periodic information. The documents

periodic information shall clearly identify the responsible persons: name and last name

the natural person, position held, name

the legal person and the registered

fice address. Article

1. Annual Information
2. The annual information shall be comprised

the audited annual financial statements, audited annual report and the representation

the persons responsible within the issuer that, to the best

their knowledge, the financial statements have been prepared in accordance with the applicable accounting standards, are truthful and give a true and fair view

the issuer’s assets, liabilities, financial position and profit or loss, and cash flows, and the annual report includes a fair review

the development and performance

the business and the position

the issuer and includes a description

the main risks and contingencies faced by the issuer. 2. If the issuer must draw up audited annual consolidated financial statements, the annual information shall be comprised

the audited annual consolidated financial statements, audited consolidated annual report and the confirmation

the persons in charge that, to the best

their knowledge, the annual consolidated financial statements have been drawn up in accordance with the applicable accounting standards, are truthful and give a true and fair view

the issuer’s assets, liabilities, financial condition and profit or loss, and cash flows, and that the annual report includes a fair review

the development and performance

the business and the condition

the issuer and a description

the main risks and contingencies faced by the issuer. Where the issuer must draw up annual consolidated financial statements, the annual information shall also comprise the audited annual financial statements

the parent undertaking and the confirmation made by the persons in charge as well as the annual report

the parent undertaking. When preparing an annual consolidated report, the annual report

the parent undertaking may be combined with the consolidated annual report. 3. The annual report

the issuer whose securities are traded on a regulated market operating in the Republic

Lithuania shall contain a notification that the issuer complies with the Code

Governance

the companies whose securities are traded on a regulated market approved by the operator

the regulated market concerned. In the event the Code

Governance or certain provisions thereof are not complied with the annual report shall specify which provisions are not complied with and for what reasons. 4. The annual information together with the auditor’s report must be made public and submitted to the Supervisory institution not later than within 4 months from the end

the financial year. 5. The accounting

the issuers established in the Republic

Lithuania whose securities have been admitted to trading on a regulated market in one or several Member States must be managed, and their annual financial statements and annual consolidated financial statements must be drawn up in observance

the international accounting standards and other legal acts. The accounting

the issuers established in the Republic

Lithuania whose securities have not been admitted to trading on a regulated market in one or several Member States must be managed, and their annual financial statements and annual consolidated financial statements must be drawn up in observance

the accounting requirements and the requirements for drawing up financial statements stipulated by the legal acts

the Republic

Lithuania. The annual financial statements and annual consolidated financial statements

issuers established in Member States must be drawn up in observance

the requirements

the national legal acts

the Member State where the issuer has been established. The annual financial statements and annual consolidated financial statements

the issuers established in non-Member States must be drawn up in observance

the international accounting standards or the universally accepted accounting principles. 6. The supervisory institution shall have a right to elaborate on the requirements stipulated in this Law and in other legal acts applicable to the annual and consolidated annual statements

the issuer, establish other requirements, revise the procedure for making public and for the submission to the supervisory institution

the information referred to in this Article. Article

1. Interim Information
2. The interim information shall include a set

interim financial statements

3, 6, 9 and 12 months (hereinafter: ‘interim financial statements’) and the representation made by the persons responsible within the issuer that, to the best

their knowledge, the interim financial statements have been prepared in accordance with the applicable accounting standards, are truthful and give a true and fair view

the assets, liabilities, financial condition, profit or loss, and cash flows

the issuer. In addition to preparing the six-month interim information, a six-month interim report and the confirmation

the persons in charge must be drafted stating that, to the best

their knowledge, the interim report includes a fair review

the development and performance

the business. 2. Where the issuer must draw up a set

interim consolidated financial statements (hereinafter: ‘interim consolidated financial statements’), the interim information shall include interim consolidated financial statements

3, 6, 9 and 12 months and the confirmation made by the persons in charge that, to the best

their knowledge, the interim consolidated financial statements have been prepared in accordance with the applicable accounting standards, are truthful and give a true and fair view

the assets, liabilities, financial condition, profit or loss, and cash flows

the group

companies. In addition to preparing six-month interim information, a six-month interim report and the confirmation

the persons in charge must be drafted stating that, to the best

their knowledge, the consolidated interim report includes a fair review

the development and performance

the business. 3. The interim information shall be published and submitted to the supervisory institution upon the end

a relevant accounting period, but in any case not later than within two months from the end

that period. In the event an audit

interim financial statements and/or interim consolidated financial statements has been conducted, the interim information shall be made public and submitted to the supervisory institution together with the auditor’s report. 4. The accounting

issuers established in the Republic

Lithuania whose securities have been admitted to trading on a regulated market in one or several Member States must be managed in observance

the international accounting standards, interim financial statements and interim consolidated financial statements must be prepared in observance

the international accounting standards applicable to interim financial statements and interim consolidated financial statements, as well as other legal acts. The accounting

issuers established in the Republic

Lithuania whose securities have not been admitted to trading on a regulated market in one or several Member States must be managed, and interim financial statements and interim consolidated financial statements must be drawn up in observance

the accounting requirements and the requirements for drawing up financial statements stipulated by the legal acts

the Republic

Lithuania. The interim financial statements and interim consolidated financial statements

issuers established in Member States must be drawn up in observance

the requirements

the national legal acts

the Member State where the issuer has been established. The interim financial statements and interim consolidated financial statements

issuers established in non-Member States must be drawn up in observance

the international accounting standards or the universally accepted accounting principles. In the event that interim financial statements and interim consolidated financial statements have been drawn up not in observance

the international accounting standards, interim financial statements and interim consolidated financial statements must comprise at least an abbreviated balance sheet, an abbreviated profit and loss account, and an explanatory note. 5. The supervisory institution shall have a right to elaborate on the requirements established in this Law and in other legal acts applicable to the interim and consolidated interim statements

the issuer, define the minimal contents

financial statements and interim consolidated financial statements prepared in observance

not the international accounting standards, other requirements, revise the procedure for making public and for the submission to the supervisory institution

the information referred to in this Article. Article 23. Obligation to Inform about Acquisition or Disposal

a Holding 1. A person who has acquired 5, 10, 15, 20, 25, 30, 50, 75 and 95 per cent

votes at the general meeting

shareholders

an issuer must, not later than within four trading days, inform the supervisory institution and the issuer about the total amount

votes. This obligation shall also be binding where the specified limits are exceeded in the descending or the ascending order. 2. The obligation provided for in Article 23

this Law shall arise on the day when the person finds out about the acquisition or disposal

a fixed amount

votes or, depending on circumstances, is supposed to learn about it. 3. The obligation referred to in Article 23

this Law shall be binding upon the person directly or indirectly holding the securities that subject to a formal agreement and upon an initiative

the holder thereof entitles him to acquire in the future the securities issued by the issuer. 4. The obligation provided for in Article 23

this Law shall not be binding upon a company belonging to a group

companies obliged to draw up annual consolidated financial statements, if a respective notification is submitted by its parent undertaking, or by the ultimate parent undertaking

the latter. 5. The obligation provided for in Article 23

this Law shall not be binding upon a person who acquires the securities

the issuer only for the purposes

the mid-accounting or the settlement during the regular short-term settlement cycle. The maximum possible short-term accounting cycle shall be three trading days from the conclusion

a transaction. 6. The obligation provided for in Article 23

this Law shall not be binding upon account managers registered in Member States and third countries who, acting as account managers, in the general meeting

shareholders have a right to vote in respect

the votes attached to shares only following the instructions

the customers submitted in writing or by electronic means. 7. The obligation provided for in Article 23

this Law shall not be binding upon a market maker who performing the activity

the market maker is not involved in the management

the issuer in whose general meeting

shareholders he acquired or disposed

5 per cent

votes or the votes above such threshold, and due to such acquisition or maintaining

the price does not affect the issuer. The market maker shall within four trading days notify the competent authority

the use

such exemption. 8. The issuer shall, within three trading days from the receipt

the notification specified in Article 23

this Law, communicate to the public in the manner stipulated in Article 28

the Law the information provided in the notification and upload such information into the Central Storage Facility. 9. A person who fails to fulfil the obligation specified in Article 23

this Law within an established period

time shall not, for the period until the proper disclosure

the data concerned, have the right to hold at the issuer’s general meetings

shareholders more votes than the last threshold

which he has duly notified. Moreover, all decisions adopted during the period between the acquisition

the holding and the moment

a proper disclosure

the information may be annulled by a decision

the court, if the decisions had resulted in a replacement

the issuer's managers or property or non-property rights

shareholders have been violated. 10. The supervisory institution shall have a right to adopt legal acts specifying the obligations

the issuer and other persons as well as the contents and the procedure

the submission

the notification referred to in Article 23

this Law. Article 24. Procedure for the Calculation

Votes Held by a Person 1. For the purpose

this Law, votes held by a person shall be deemed the rights to vote that: 1) are granted to a person by shares held thereby by the right

ownership (except where they are pledged as a security and the pledge agreement provides for the voting rights transfer to the security holder); 2) are held by another person with whom that person has concluded a voting agreement concerning the implementation

the corporate management policy; 3) are held by another person with whom he had concluded a provisional agreement on the transfer

the voting rights; 4) are granted by shares that have been pledged or transferred as a financial security provided the security holder is authorised to use the voting rights attaching to the shares; 5) are granted by shares which he as an usufruct is authorised to use all his life or a determined period

time that may not be longer than the duration

the person’s lifespan; 6) are according to points

Article 24

this Law held by the entity controlled by the person; 7) are granted by the shares transferred to him by trust or otherwise deposited to him where the person, in the absence

other instructions, may exercise the voting rights at his own discretion; 8) are granted by shares acquired to his benefit but in the name

another person; 9) may be used by the person at its own discretion under an authorisation or under other agency basis; 10) are granted by the shares held by the spouse

the person except cases when the nuptial agreements provide that securities are regarded as personal property

each

the spouses. 2. The manager

the issuer shall be considered to be holding votes

other managers

the issuer if the supervisory institution, having considered evidence submitted by the manager

the independence

his actions, has not resolved otherwise. 3. The voting rights shall be calculated taking into account all voting shares

the same class even where the usage

such rights has been suspended. 4. Article 24

this Law shall not apply to members

the Central European Bank system performing monetary functions, also effecting pledge, repurchase or other equivalent liquidity transactions within the payment system or for the monetary policy purposes. This exclusion shall apply to short-term transactions provided the rights attaching to the shares are not exercised. 5. The voting rights

a management company held in accordance with this Article and Article 23

this Law shall not be required to be aggregated with the voting rights attaching to the shares managed by the management company under the Law on the Collective Investment Undertakings where such management company uses the voting rights independently from the parent company. This exemption shall not apply where the parent company or another controlled company

the parent company has invested into the holding

the management company and the management company has no discretion to exercise the voting rights attached to such holdings, and may only exercise such voting rights under direct or indirect instructions from the parent company or another controlled company

the parent company. 6. The voting rights

the parent company

a financial brokerage firm held in accordance with this Article and Article 23

the Law shall not be required to be aggregated with the voting rights held by the financial brokerage firm and attaching to the shares managed on behalf

the clients in accordance with the Law on Markets in Financial Instruments, where: 1) the financial brokerage firm has a right to provide the financial instrument portfolio management service provided for in Article 3

the Law on Markets in Financial Instruments; 2) the financial brokerage firm has a right to exercise the voting rights attached to such shares under written or electronically submitted instructions

the customers; and 3) the financial brokerage firm uses the voting rights held thereby independently from the parent company. 7. The exemption stipulated in Article 24

this Law shall not apply where the parent company or another company controlled by the parent company has invested into the holding

the financial brokerage firm, and the financial brokerage firm has no discretion to exercise the voting rights attached to such holding, and may only exercise such voting rights under direct or indirect instructions from the parent company or another company controlled by the parent company. Article 25. Obligation

the Issuer to Notify an Acquisition or Disposal

Own Shares and Publish Additional Information 1. The issuer, himself or via another person acting in his own name but on the issuer's behalf, having acquired or transferred 5 or 10 per cent

own shares shall not later than within four trading days announce in the manner described in Article 28

this Law and post into the Central Storage Facility, and notify the supervisory institution

the relative number

the shares held thereby. This obligation shall also be binding where the specified limits are exceeded in the descending or the ascending order. The relative number

shares shall be calculated having regard to the total number

shares to which the voting rights attach. 2. In order to be able to calculate the limits established in accordance with Article 23

this Law the issuer shall without delay and in any case not later than within three working days, in the manner stipulated in Article 28

this Law, publish and post in the Central Storage Facility, inform the supervisory institution and publish on its website the total voting rights granted by the shares issued thereby and the amount

the authorised capital, number

shares and the denomination thereof. 3. The issuer

equity securities shall without delay, in the manner stipulated in Article 28

this Law, publish and post in the Central Storage Facility, also inform the supervisory institution

all changes in the rights attached to all types

shares and derivative securities

the issuer. 4. The issuer

non-equity securities shall without delay, in the manner stipulated in Article 28

this Law, publish and post in the Central Storage Facility, also inform the supervisory institution

all changes in the rights attached to securities issued by the issuer, resulting from the change in the non-equity securities issue terms or the interest rate. 5. The issuer

non-equity securities shall without delay, in the manner stipulated in Article 28

this Law, publish and post in the Central Storage Facility, also submit to the supervisory institution the information

each new issue

non-equity securities, and in particular

any guarantee or security in respect thereof. This obligation shall not be binding upon public international bodies

which at least one Member State is member. 6. The issuer shall be obligated to notify in writing the supervisory institution

any intended changes in the incorporation documents and the Articles

Association

the issuer not later than on the day when the shareholders

the issuer are provided with a possibility to familiarise themselves with the draft changes. After the changes in the incorporation documents or the Articles

Association are registered in the manner stipulated by laws the changes shall be immediately in writing communicated to the supervisory institution. 7. The supervisory institution shall have a right to pass legal acts working out in detail the obligations

the issuer stipulated in this Article and the procedure

the submission

the information specified in this Article to the supervisory institution. Article 26. Submission

Information to Holders

Securities Issued by the Issuer 1. The issuer must ensure equal treatment

all holders

equivalent securities issued thereby in respect

all the rights attached to the securities. 2. The issuer shall ensure that all the facilities and information necessary to enable the holders

the securities to exercise their rights are available. Shareholders shall not be prevented from exercising their rights through other persons authorised in accordance with the legal acts

the Member State

the issuer. 3. The issuer shall: 1) provide the information on the place, time and agenda

meetings

the holders

securities, the total number

securities and voting rights and the rights

the holders

securities to participate in the meetings, as well as other information provided for in the legal acts; 2) make available a proxy form, on paper or, where applicable, by electronic means, to each person entitled to vote at a meeting

holders

securities, together with the notice concerning the meeting or, on request, after an announcement

the meeting; 3) designate as its agent a financial institution through which holders

securities issued by the issuer may exercise their financial rights; 4) publish notices or distribute circulars concerning the allocation and payment

dividends, payment

interest, redemption

debt, and the issue

new securities, allotment, subscription, cancellation or conversion

securities. 4. If only holders

non-equity securities the denomination per unit

which amounts to at least EUR 100 000 are invited to the meeting

holders

securities, the issuer may choose as venue

the meeting any Member State provided that all the facilities and information necessary to enable such holders

non-equity securities to exercise their rights are made available in that Member State. This choice shall also apply with regard to holders

non-equity securities the denomination per unit

which amounts to at least EUR 50 000 which have already been admitted to trading on a regulated market in the Union before 31 December 2010. 5. The information referred to in this Article may be communicated to holders

securities in electronic means provided that: 1) the decision concerning the possibility to communicate the information electronically is taken at a meeting

holders

securities; 2) the use

electronic means does not depend upon the location

the registered

fice or place

residence

the securities holder or

a proxy representing that holder, or

the natural or legal persons referred to in points

Article 24

this Law; 3) identification arrangements have been implemented so that holders

securities, their proxies or natural or legal persons authorised to exercise the voting rights or manage through the use

the voting rights are effectively informed; 4) holders

securities or natural or legal persons authorised to acquire, transfer the voting rights or exercise the same referred to in points

Article 24

this Law have confirmed in writing their consent to be submitted the information by electronic means. These persons shall have a right at any time to request that the information is communicated to them in writing; 5) any apportionment

the costs entailed in the conveyance

information by electronic means has been determined by the issuer in compliance with the principle

equal treatment laid down in Article 26

this Law. Article 27. Language

the Regulated Information 1. Where securities are admitted to trading on a regulated market only in the Republic

Lithuania which is the home Member State

the issuer, the regulated information shall be published in the Lithuanian and English languages. Publishing the regulated information only in the English language may be chosen by: 1) issuers established in a non-Member State whose securities are admitted to trading on a regulated market only in the Republic

Lithuania and whose home Member State is the Republic

Lithuania; 2) issuers established in a Member State whose securities are admitted to trading on a regulated market only in the Republic

Lithuania and whose home Member State is not the Republic

Lithuania. 2. Where the securities are publicly

fered in the Republic

Lithuania only, the regulated information shall be published in the Lithuanian language. 3. Where securities are publicly

fered or admitted to trading on a regulated market in the Republic

Lithuania, which is the home Member State

the issuer, and in one or several other Member States, the regulated information must be published in the Lithuanian and English languages and in a language at the choice

the issuer acceptable to the competent authorities

the host Member States or in the English language. Where securities are publicly

fered or admitted to trading on a regulated market in the Republic

Lithuania, which is not the home Member State

the issuer, and in one or several other Member States, the regulated information must be published in the Lithuanian or English languages and in a language at the choice

the issuer acceptable to the competent authorities

the other host Member States or in the English language as well as in a language acceptable to the competent authority

the home Member State, where securities are publicly

fered or admitted to trading on a regulated market in the home Member State

the issuer. 4. Where securities are publicly

fered or admitted to trading on a regulated market in one or several Member States, except in the Republic

Lithuania, which is the home Member State

the issuer, the regulated information must be published in a language at the choice

the issuer acceptable to the competent authorities

the host Member States or in the English language. 5. Where securities are admitted to trading on a regulated market without the issuer's consent, the obligations under Article 27

this Law shall be incumbent upon the person who, without the issuer's consent, has requested such admission and the securities have been admitted to trading on a regulated market. 6. Shareholders

the issuer and the persons referred to in Articles 23 and 24

this Law shall have a right to publish the regulated information only in the English language. 7. Where securities the denomination per unit

which amounts to at least EUR 100 000 are admitted to trading in a regulated market in one or several Member States, at the choice

the issuer or the person who has requested, without the issuer's consent, the admission

the securities to trading on a regulated market, the regulated information shall be published in the language acceptable to the competent authorities

the home Member State and to the competent authorities

the host Member States, or the English language. This provision shall also apply with regard to non-equity securities the denomination per unit

which amounts to at least EUR 50 000 and which have already been admitted to trading on a regulated market in one or several Member States before 31 December 2010. Article 28. Publishing and Storage

the Regulated Information 1. The issuer or the person who has requested the admission

securities to trading on a regulated market without the issuer’s consent shall, within the terms established by this Law and in the procedure prescribed by the supervisory institution, publish the regulated information. 2. The issuer whose securities are admitted to trading on a regulated market in one or several Member States, or the person who has requested such admission without the issuer’s consent, must publish the regulated information in the Republic

Lithuania and all the other Member States concerned. Other issuers whose securities have not been admitted to trading on a regulated market in one or several Member States shall publish the regulated information only in the Republic

Lithuania. 3. For the purpose

fulfilling the requirements

the disclosure

information the issuer or the person who has requested the admission

securities to trading on a regulated market without the issuer’s consent shall disclose the regulated information themselves or through an information vendor or the operator

the regulated market.

1. The supervisory institution shall also have a right to establish other requirements for publishing the regulated information and submitting it to the supervisory institution.
2. The issuer or the person who has requested the admission

securities to trading on a regulated market without the issuer’s consent, having disclosed the regulated information shall without delay post the same in the Central Storage Facility where the information must be stored for a period

at least two years. The regulated information provided for in Article 20

this Law must be stored in the Central Storage Facility for a period

at least five years. 6. The operator

the regulated market shall ensure that the Central Storage Facility complies with the standards

security, certainty as to the information source, time recording and easy access by end users, non-discriminating, free

charge and easy access to the information stored therein. For that purpose the operator

the regulated market shall establish and approve with the supervisory institution a detailed procedure

the submission, storage and use

information and ensures full compliance with such procedure. The supervision

the publishing and storage

information shall be performed by the supervisory institution. SECTION IV TAKEOVER BID Article 29. The Scope

Coverage

a Takeover Bid 1. The requirements established in this Section shall apply to takeover bids in respect

equity securities issued by an issuer established in the Republic

Lithuania. In respect

the takeover bid regarding the securities issued by an issuer

equity securities established outside the Republic

Lithuania the requirements

this Section shall apply having regard to the provisions

Article 40

this Law, provided the supervisory authority under Article 39

this Law is the supervisory institution. 2. The requirements established in this Section shall not apply to takeover bids in respect

the following securities: 1) securities issued by collective investment undertakings; 2) securities

central banks

Member States. 3. Where the provisions

this Section are applied to a voluntary and a mandatory takeover bid the term “takeover bid” shall be used. Article 30. The General Principles

the Takeover Bid When applying the requirements

this Section the following principles shall be complied with: 1) all holders

securities

the same type

an

feree company must be subject to uniform conditions

the takeover bid; where a person acquires control

the company, other holders

the securities

that company must be protected; 2) the takeover bid must be announced without violating the transparency and integrity

the securities market

the

feror

the

feree company or other companies related to the takeover bid; 3) the holders

the securities

an

feree company must have sufficient time and information to enable them to reach a competent decision regarding the takeover bid; where they advise the holders

securities, the management bodies

the

feree company must give their views on the effect

the implementation

the takeover bid on employment, conditions

employment and the locations

the company’s places

business; 4) the management bodies

the

feree company must act in the interests

the company as a whole and must not deny the holders

the securities the opportunity to decide on the merits

the takeover bid; 5) artificial markets must not be created in the securities

the

feree company, the

feror company or other companies related to the takeover bid in such a way that rise or fall

the prices

the securities become artificial and the normal functioning

the markets is distorted; 6) an

feror must announce the takeover bid only after ensuring that it can effect in full any cash considerations, and after taking all reasonable measures to secure the implementation

any other type

consideration; 7) an

feree company must not be hindered in the conduct

its affairs for longer than is reasonable to acquire its securities due to the takeover bid. Article

1. Obligation to Announce a Takeover Bid and the Procedure for the Information about the Takeover Bid
2. Where a person, acting independently or in concert with other persons, acquires shares that in connection with the holding held by him or by other persons acting in concert entitles him to more than 1/3

votes at the general meeting

shareholders

an

feree company, he must either: 1) transfer securities exceeding this threshold, or 2) announce a mandatory takeover bid to buy up the remaining shares granting the voting rights

the

feree company and the securities confirming the right to acquire securities granting the voting rights. 2. The duty established in Article 31

this Law shall also apply to a person who has acquired control over a person holding shares

an

feree company that entitle him to more than 1/3

votes at the general meeting

shareholders. 3. Where a person, acting independently or in concert with other persons, acquires shares that in connection with the holding held by him or by other persons acting in concert entitles him to more than 1/3

votes at the general meeting

shareholders

the company in respect

whose shares a takeover bid is to be submitted, shall without delay and in any case not later than within four trading days announce in the source specified in the Articles

Association

the

feree company about the exceeding

the established 1/3 threshold and

its intention to submit the takeover bid or transfer the securities exceeding the threshold, also accordingly notify the supervisory institution, the operator

the regulated market and the

feree company thereof. In the analogous way the information on the transfer

the securities exceeding the established threshold shall be disclosed in the cases where in accordance with Article 31

this Law the mandatory takeover bid is not submitted. 4. The duty established in Article 31

this Law shall arise from the day when the person learns

the acquisition

the respective number

votes, or, having regard to the specific circumstances, should learn about it. 5. The

feror shall within 20 days from the public announcement about its intention to submit a mandatory takeover bid referred to in Article 31

this Law furnish to the supervisory institution the circular. Circulars shall be approved by the supervisory institution. 6. Upon exceeding the threshold referred to in Article 31

this Law a person acting independently or in concert with other persons shall be devoid

all the votes at the general meeting

shareholders

the company in respect

whose shares the takeover bid is submitted. Voting rights shall be regained on the day when: 1) the supervisory institution approves the circular

a mandatory takeover bid or; 2) the shares exceeding the threshold

the 1/3

the votes are transferred and the information about the fact

the transfer

the securities exceeding the specified threshold is disclosed in the manner and to the entities defined in Article 31

this Law, or for some other reasons the holding is reduced to the threshold below 1/3

the votes. 7. A person who has decided to submit a voluntary takeover bid must without delay announce in the source specified in the Articles

Association

the

feree company, notify the Supervisory institution, the operator

the regulated market and the

feree company thereof, and within 20 days

the announcement submit to the supervisory institution a circular. Article

1. Cases when a Mandatory Takeover Bid is not Submitted
2. The person who under this Law would be under obligation to submit a mandatory takeover bid shall be exempted from this obligation where: 1) it acts in concert with other person in respect

whom the obligation arises individually; 2) the threshold is exceeded because all

the issuer’s securities or part thereof are exchanged for the securities

the newly incorporated company (companies) in proportion to the authorised capital

the issuer under the reorganisation or the split-

f issuer and the person had previously executed the takeover bid or had been exempted from the obligation to submit a takeover bid although he had exceeded the threshold in respect

which the obligation to announce a takeover bid arises; 3) the threshold is exceeded where the company that was reorganised by way

division or from which a new spin-

f company is established had previously implemented the takeover bid or was exempted from the obligation to implement the takeover bid, although it exceeded the threshold

the votes giving rise to the obligation to submit a takeover bid, and the securities held thereby are transferred to the companies incorporated following the division

the company; 4) the threshold is exceeded in accordance with the Law

the Republic

Lithuania on Restructuring

Enterprises under the restructuring plan

the issuer; 5) the threshold is exceeded through the acquisition

the securities from the controlled or controlling person; this exemption is applied only as long as the relation specified in this point between the seller and the purchaser is maintained; 6) the threshold is exceeded by acquiring the securities when the mandatory bid is executed in connection with other persons and the threshold is exceeded personally; 7) acting independently or in concert with other persons and having submitted a voluntary bid to acquire all securities

the

feree company for the price established in accordance with the requirements

Article 34

this Law acquires more than 1/3

the votes in the general meeting

shareholders

such company. 2. The obligation to submit a mandatory bid shall not apply to the Depository that exceeds the vote threshold by acquiring the shares in respect

which it had issued the international depository receipts. Article 33. Implementation

a Takeover Bid 1. The execution

the takeover bid shall commence on the fourth working day from the decision

the supervisory institution to approve the circular. The term

the execution

the takeover bid may not be shorter than 14 days and not exceed 70 days.

1. Takeover bids shall be executed through the regulate market.
2. All holders

securities

the

feree company, employees

the

feree company and the

feror or their representatives shall be ensured equal possibilities to readily and promptly access information about the takeover bid. 4. Where the supervisory institution has reasons to suspect that the requirements

this Law and the resolutions

the supervisory institution passed on the basis thereof have been violated, or the information that may be relevant to a person’s decision to purchase or sell securities becomes known, the supervisory institution shall have a right to suspend the implementation

the takeover bid and set a time limit for the infringements to be eliminated and other actions performed. Where the infringements are not eliminated or other instructions

the supervisory institution are not being complied with the supervisory institution shall have a right to cancel the approval

the circular. 5. The supervisory institution shall establish the procedure

the submission, implementation, suspension

implementation

the takeover bid, also the procedure for the approval and publication

the circular and the settlement for the purchased securities, the information to be disclosed, and the cases where the terms

the takeover bid may be modified or the takeover bid voided. 6. The supervisory institution shall establish the procedure

the submission, implementation, and suspension

implementation

the takeover bid, also the procedure for the approval and publication

the circular and the settlement for the purchased securities, the information to be disclosed, and the cases where the terms

the takeover bid may be modified or the takeover bid voided. 7. In the case

a mandatory takeover bid, persons acting in concert shall be jointly liable for the fulfilment

the obligation to submit and implement the mandatory takeover bid. The number

securities acquired by every person acting in concert (when a mandatory takeover bid must be submitted by persons acting in concert) shall be proportionate to the number

votes held by these persons at the general meeting

shareholders

the

feree company at the moment

the subscription

the circular, unless the agreement concluded by persons acting in concert provides differently. Article 34. Establishment

the Price

a Mandatory Takeover Bid 1. The price

a mandatory takeover bid shall be fair. The price shall be established in accordance with the following principles: 1) the price

a mandatory takeover bid shall be not lower than the highest price

the securities acquired by the

feror in the course

12 months preceding the exceeding

the threshold defined in Article 31

this Law, and shall be not lower than the average weighted price on a regulated market and the multilateral trading facility in six months prior to the date

exceeding the established threshold when the securities concerned are traded on a regulated market and the multilateral trading facility. When the securities

the

feree company are traded not only on a regulated market in the Republic

Lithuania but also in other regulated or equivalent third country’s markets the average weighted price shall be established in the regulated market where a turnover

securities acquired by the

feror in six months prior to the date

exceeding the threshold established in Article 31

this Law was highest. The supervisory institution shall lay down the detailed procedure for the calculation

a weighted average market price; 2) where the highest price

the securities acquired by the

feror in 12 months prior to the date

exceeding the threshold established in Article 31

this Law may not be established and the securities concerned have not been traded neither on a regulated market nor on the multilateral trading facility, the price

the securities purchased by way

a mandatory bid shall be established having regard to the value established by the asset valuator by not less than two viewpoints. The asset valuator selected by the

feror shall be approved by the supervisory institution. The supervisory institution shall have a right not to approve an asset valuator where he is related to the

feror or other persons having pecuniary interests in the securities

an

feree company. 2. The supervisory institution shall have a right to require such price be adjusted in the following cases: 1) where the price

a mandatory takeover bid has been established by an agreement between the buyer and the seller; 2) in cases

abuse

the price

the securities that are the subject

the mandatory takeover bid; 3) where the market prices

the securities have been affected by exceptional unforeseen occurrences; 4) where a mandatory takeover bid is submitted after a significant period

time following the day

exceeding the threshold

votes specified in Article 31

this Law; 5) where due to other significant circumstances there is reasonable suspicion that the

fered price is unfair. 3. The supervisory institution shall have a right to allow adjusting the price

the mandatory takeover bid in order to enable a company incurring financial losses to be rescued. 4. Any decision

the supervisory institution to adjust the price

a takeover bid or to require such price to be adjusted must be substantiated and made public. When adjusting the price or requiring such price to be adjusted the supervisory institution may take into consideration the following criteria: 1) the weighted average price

the securities on the regulated market and the multilateral trading facility in the period

6 months prior to the exceeding

the threshold

votes established in Article 31

this Law; 2) the liquidation value

the company; 3) other objective criteria commonly used in a financial analysis. 5. Where a person in the period from the date

the exceeding the threshold

the votes specified in Article 31

this Law until the end

the validity

the takeover bid acquires the securities that have been the subject

the takeover bid at a price higher than the mandatory takeover bid price, the price

the mandatory takeover bid must be accordingly increased. 6. Where an

feror in the period

one year after the end

the validity

the mandatory takeover bid acquires the securities in respect

which it had submitted a mandatory takeover bid at the price higher than the mandatory takeover bid price, the

feror must pay the difference in the price to persons who have responded to the mandatory takeover bid. 7. A shareholder

the

feree company shall have a right to appeal to court concerning the safeguarding

the compliance

the price established in the manner specified in this Article to the requirements

justice. In this case Articles 2.118, 2.119 and 2.127-2.130

the Civil Code shall apply mutatis mutandis. 8. The requirements

this Article concerning the establishment

the price

the mandatory bid shall mutatis mutandis apply to the securities

the

feree company incorporated in the Republic

Lithuania that are not traded on a regulated market and the multilateral trading facility. Article 35. Duties

the

feree Company within the Validity

the Takeover Bid 1. Upon the public announcement

the intention to submit a takeover bid the management bodies

the

feree company and

the

feror must immediately notify the representatives

their employees, and in the absence

such representatives—the employees

their intention to submit the takeover bid, and upon the submission

the takeover bid—

the submission

the takeover bid. The management bodies

the

feree company and

the

feror must also without delay submit to the representatives

the employees, and in the absence

such representatives—the employees themselves the circular as soon as it has been made public. 2. The

feror must submit the circular to the

feree company. Within 10 days from the date

the publication

the circular approved by the supervisory institution the management bodies

the

feree company must, through the mass media indicated in the circular and the website

the

feree company, communicate its reasoned opinion concerning the takeover bid, in particular the possible effects

the implementation

the takeover bid on all company’s interests, conditions

employment, number

employees as well as concerning the

feror’s strategic plans in respect

the

feree company and their effect on the number

employees and their job positions. 3. The management bodies

the

feree company must communicate their opinion on the takeover bid to the representatives

its employees, and in the absence

such representatives—to the employees themselves. In the event the management bodies

the

feree company receive in advance the employees’ opinion on the effect

the takeover bid upon the number

the employees, such an opinion shall be, in connection to the opinion

the management bodies

the

feree company, published on the internet website

the

feree company. 4. The management bodies or the supervisory bodies

the

feree company shall be prohibited from performing any actions that could significantly worsen the financial status

the company or in any other way inhibit the implementation

the takeover bid. 5. The prohibition provided for in Article 35

this Law to inhibit the implementation

the takeover bid shall not apply where such actions are approved by the general meeting

shareholders

the

feree company that is registered in the Republic

Lithuania. The management body or the supervisory body

the

feree company must obtain the prior authorisation

the general meeting

shareholders given for this purpose before taking any action, other than seeking alternative takeover bids, which may result in the frustration

the takeover bid and in particular before issuing any shares which may result in a lasting impediment to the

feror to acquire over 1/3

votes in the general meeting

shareholders

the

feree company. 6. The prior authorisation by the general meeting

shareholders referred to in Article 35

this Law shall be obtained in respect

the act