The Law has been published in: Official Gazette, 2007, No

In short

This Law establishes the rules for preparing, approving, and publishing prospectuses and takeover bids, as well as requirements for disclosing and storing information related to securities. Its purpose is to align the regulation of securities markets with relevant European Union legislative acts.

What it regulates

The procedure for preparing, approving, and publishing a prospectus.
The procedure for preparing, approving, and publishing takeover bids.
Requirements for the disclosure of periodic and current information.
Requirements for the storage of periodic and current information.

Who it concerns

Issuers of securities.
Shareholders and investors in securities.

Key points

A "Holding" means a shareholder holds 5 per cent or more of the total voting shares.
"Small and medium sized enterprises" are legal persons meeting at least two of these criteria: an average of less than 250 employees, asset value not exceeding EUR 43 million, or net sales revenue not exceeding EUR 50 million.
A "Mandatory takeover bid" is required when a person acquires over 1/3 of votes in the general meeting of shareholders of the offeree company.
"Qualified investors" include legal entities operating in the financial market, central and regional authorities, and other legal entities not meeting small and medium-sized enterprise criteria, as well as natural persons and small and medium-sized enterprises on a specific list.

Įstatymo tekstas

The Law has been published in: Official Gazette, 2007, No REPUBLIC OF LITHUANIA LAW ON SECURITIES 18 January 2007 No X-1023 Vilnius (As last amended on 26 June 2012 - No XI-2123) SECTION I GENERAL PRO

this Section.

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 of the number of the same class shares admitted to the same regulated market; 2) shares issued instead of previously admitted to the same regulated market the same class shares provided that after the issue of such shares the issuer’s authorised capital does not increase; 3) securities offered as a payment instrument for securities purchased by way of the takeover bid where there is a document prepared according to a set procedure and available to future owners of 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 offered, allotted or envisaged for allotment to enterprises after their merger or incorporation where there is a document approved according to a set procedure and available to future owners of 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 offered free of 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 of the same class) where a document containing the information about the offer, number and features of shares, as well as reasons and peculiarities of the offer is available to future owners of these shares; 6) securities offered, allotted or envisaged for allotment by the issuer or enterprises belonging to the issuer’s group of entities, to present or former heads and employees of the issuer provided these securities are of the same class as securities admitted by the issuer to the same regulated market and there is a document (employees promotion plan, etc. approved by the issuer) containing the information about the number and features of shares, as well as reasons and peculiarities of the offer is available to future owners of these shares. 7) shares that occurred as a result of conversion or exchange of other securities or because of the implementation of the rights granted by other securities where these shares are of 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.
The exception provided in Article 5

(6)

(8)hereof may be used where the following requirements are complied with: 1) these securities or other the same class securities have been admitted to trading in the same regulated market for more than 18 months; 2) securities were admitted to trading in that regulated market for the first time after 31 December 2003 where before that date an approved prospectus which is an obligatory condition for the admission to trading in that regulated market, has been published in the procedure set in Article 14 of Directive 2003/71/EC. 3) securities, other than these indicated in Article 4

(7)

(2)of this Laws, 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 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 document in the Lithuanian language; 6) contents of the summary document comply with the requirements for the summary prospectus provided for in legal acts, and the summary document specifies where to get the latest prospectus and financial information published by the issuer in accordance with information disclosure requirements. Article

Drawing up of the Prospectus
The prospectus shall present all information on the issuer and its securities to be offered to the public or admitted to trading on a regulated market. The prospectus shall contain all information which, according to the particular peculiarities of the issuer and securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and loss, and prospects of the issuer and of any guarantor, and of the rights granted to such securities. The prospectus must be of such a form that the information could be easily understood and analysed.
Where the final price of a bid and the number of securities to be publicly offered cannot be specified in the prospectus: 1) the prospectus must specify the criteria and/or the terms and conditions for the establishment of the number and price or the maximal price of 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 of securities not later than within 2 working days from notifying the supervisory institution and publicly announcing in the manner defined in this Article 6

(2)

(2)of this Law the final price and amount of the bid.

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 of this Section and of Regulation (EC) No. 809/2004, when there is ground to believe that: 1) the disclosure of such information would be contrary to the public interest; or 2) the disclosure of such information would be detrimental to the issuer provided that the omission of such information would not be likely to mislead the public with regard to facts and circumstances essential for assessment of the issuer, each guarantor or the offeror of securities, also the rights assigned by securities to which the prospectus relates; or 3) such information is of minor importance only for a specific offer or admission to trading on a regulated market and is not such as will influence the assessment of the financial position and prospects of the issuer, offeror or guarantor, if any.
Upon the choice of the offeror of 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. Where the prospectus is drawn up as a single document it shall contain a summary in a brief and comprehensible manner indicating the main characteristics of the issuer, each guarantor or securities and the related risks. The prospectus composed of separate documents shall contain the registration document, the securities note and the summary note. The information in the prospectus may be provided by way of reference.
The contents of the prospectus, the form of its constituent parts and the procedure for drawing up the prospectus shall be determined by the supervisory institution. Article
Responsibility for Information Provided in a Prospectus
The responsibility for the correctness and completeness of the information presented in the prospectus shall attach to the issuer, the underwriter, the administrative, management and supervisory bodies of the issuer, offeror of 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 of the undertaking. The persons responsible shall be clearly identified in the prospectus: name and last name of the natural person, position held, name of the legal person and the registered office address. The declaration of 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.
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

the Civil Code of the Republic of Lithuania (hereinafter – the Civil Code). However, no civil liability shall arise when the investment decision has been made solely on the basis of the information presented in the summary (including the translation thereof), unless the summary, when read with other parts of the prospectus, is misleading, inaccurate or inconsistent.

The supervisory institution shall have a right to require that the issuer, offeror of securities or the person applying for the approval of the prospectus, where the registered office of the issuer is outside the Community, submit a document specifying the persons responsible for the correctness and completeness of each item of the information presented in the prospectus, and signed by such persons, including consultants of the Republic of Lithuania involved in the drawing up of the prospectus or counselling the issuer, offeror of securities or the person applying for the approval of the prospectus. Article
Approval of a Prospectus
Only a prospectus approved by the supervisory institution or the competent authority of another Member State may be announced.
The supervisory institution shall notify of its decision concerning the approval of the prospectus the issuer, the offeror of securities or the person seeking the admission of securities to trading on a regulated market and the European Securities and Markets Authority not later than within 10 working days from the submission of the draft prospectus for approval.
The time limit referred in Article 8

(2)of this Law shall be extended to 20 working days where the securities intended for public offering have been issued by the issuer who does not have any securities admitted to trading on a regulated market or who has not previously offered securities to the public.

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.
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 of the application to approve the prospectus notify the issuer, the offeror of securities or the person asking for admission to trading on a regulated market of its requirement to submit supplementary documents or information. Article 8

(2)and

(3)of 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 of 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 offeror of securities or the person asking for admission to trading on a regulated market of its decision to transfer the approval of the prospectus to the competent authority of another Member State not later than within 3 working days from the passing of the decision. Article 8

(2)and

(3)of this Law shall apply from the date of the decision by the Supervisory institution to transfer the approval of the prospectus to the competent authority of another Member State.

Upon the receipt of the application to approve the prospectus the Supervisory institution shall have a right to: 1) require that the issuer, the offeror of securities or the person asking for admission to trading on a regulated market submit in the prospectus the information necessary for the protection of investor interests; 2) require that the issuer, the offeror of 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 of the prospectus; 3) require that the managers and auditors of the issuer, the offeror of securities or the person asking for admission to trading on a regulated market, also intermediaries executing the public offering of 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 of the prospectus;
The Supervisory institution shall pass a decision concerning the approval of the prospectus having scrutinised the prospectus for its completeness, including the compatibility and comprehensiveness of the prospectus. The approval of the prospectus shall mean that the information submitted in the prospectus is in accordance with the regulations on the provision of information stipulated in this Law and other legal acts. The approval of the prospectus shall not be deemed the confirmation of the correctness of the information; also it shall not be considered the recommendation of the Supervisory institution to investors.
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 of information established by this Law and other legal acts. 2) the issuer failed to provide the documents or explanations stipulated in the regulations of the Supervisory institution or it was established that the documents or information were false. 3) the securities of the issuer have been issued in violation of the laws of the Republic of Lithuania or Resolutions of the Supervisory institution. Article
Publication of the Prospectus
The issuer, the offeror of 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 of the offer to the public or the admission to trading of the securities involved. Having published the prospectus the issuer, the offeror of 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 of this Law.
The prospectus shall be deemed available to the public when published either: 1) in at least one newspaper of national circulation in case the public offer shall be executed or the admission to trading in the regulated market of the Republic of Lithuania is sought ; or 2) in the form of a brochure handed out free of charge in the registered office of the issuer, the registered office of the operator of the market on which the securities will be traded, or the offices of intermediaries of 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 of the issuer and the Internet website of intermediaries (including the paying agents) placing or selling the securities; or 4) in an electronic form in the Internet website of the operator of the regulated market in which the admission to trading is sought.
Where the prospectus is published in the manner specified in Article 9

(2)

(1)or

(2)of this Law, the prospectus shall be additionally published electronically

Article 9(2)(3) of this Law.

A hard copy of the electronically published prospectus shall be at no charge handed out to the investor, if he so requests. A copy of the prospectus shall be submitted by the issuer, offeror of the securities or the person seeking admission to trading on a regulated market, or the intermediaries selling or otherwise placing the securities.

The Supervisory institution shall furnish on its website the list of the prospectuses approved during the last 12 months.
In case of 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 of charge,

Article 9(2) and (3) of this Law.

Each separately published document must indicate where the other constituent documents of the full prospectus may be obtained.

The text and the format of the prospectus and the supplements thereto shall be identical to the text and format of the prospectus and supplements approved by the Supervisory institution. Article
Validity of the Prospectus and Supplements to the Prospectus
The prospectus shall remain in effect for a period of 12 months provided all conditions stipulated in Article 10

(2)of this Law are complied with.

Every significant new factor, material mistake or inaccuracy related to the information included in the prospectus and capable of affecting the assessment of the securities concerned and which arise or are noted between the time when the prospectus is approved and the final closing of the offer to the public, or the beginning of trading on a regulated market 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 of the documents in the same procedure as the prospectus itself. The summary 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 five working days after publication of the supplement to the prospectus, to withdraw its acceptance, and the issuer, the offeror of the securities or the person asking for admission to trading on a regulated market shall repay their contributions within ten working days without any deductions made.
The supervisory institution shall,

Article 8

(2)of this Law, notify the issuer, the offeror of 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 of the supplement to the prospectus. The supervisory institution shall at the same time submit to the European Securities and Markets Authority a copy of the supplement to the approved prospectus. Article 11. Advertising of Securities 1. Any type of advertisements relating either to the offer to the public of securities or an admission thereof to trading on a regulated market shall be performed only in the observance the principles defined in Article 11

(2)to

(6)of this Law. The requirements defined in Article 11

(2)to

(5)of this Law shall be mandatory in the cases the publication of the prospectus is mandatory.

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.
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.
In any case, all information concerning the offer 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 of the fact whether or not such information was disclosed for advertising purposes.
Where the issuer or the offeror of securities related to the public offer submits relevant information to qualified investors or special categories of investors (including the information disclosed at the meetings related to the public offer), such information shall be included into prospectus or the supplement to the prospectus in the manner defined by the supervisory institution.
When according to this Law or the regulations approved by the supervisory institution no prospectus is required, and the issuer or the offeror of the securities submits relevant information to the persons referred to Article 12

(5)of this Law, such information shall be disclosed to the specified persons on equal terms.

The control over the compliance with these requirements shall be exercised by supervisory institution. Where the supervisory institution has grounds to suspect the violation of the provisions of this Article, it shall have a right to suspend the advertising and to set a time limit not exceeding 10 working days for elimination of the said violations or for carrying-out of other necessary actions. Where the violations are not eliminated or other instructions of the supervisory institution are not complied with within the set time limit, the supervisory institutions shall have a right to prohibit the advertising of securities. Article
Peculiarities of the Public Offering and Admission to Trading on a Regulated Market of Securities Executed in another Member State by the Issuer Established in the Republic of Lithuania
Upon the receipt of the request of the issuer or a person responsible for the drawing up of the prospectus to offer 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 of the prospectus, if the request is filed with the draft prospectus, provide the competent authority of the host Member State with a copy of the prospectus and a certificate of the European Securities and Markets Authority regarding the approval of the prospectus attesting that the prospectus has been drawn up in accordance with the legal requirements. Where legal acts of the host Member State stipulate that a translation of the summary prospectus must be provided, the supervisory institution shall additionally provide the competent authority of the Member State with the translation of the summary prospectus prepared by the issuer or another person responsible for the drawing up of the prospectus, as well as the supplement to the prospectus, in case of an obligation, under the provisions of this Law, to provide the supplement of the prospectus.
In case of the presence of 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 of approval of the prospectus. Article
Public Offering and Admission to Trading on a Regulated Market in the Republic of Lithuania of Securities Issued by an Issuer whose Home Member State is other than the Republic of Lithuania
Securities issued by an issuer whose home Member State is other than the Republic of Lithuania may be offered to the public or admitted to trading on a regulated market in the Republic of Lithuania only after the competent authority of the home Member State provides the supervisory institution with a copy of the prospectus and the certificate of approval attesting that the prospectus has been drawn up in accordance with the requirements of the legal acts of the home Member State.
In case the prospectus has been drawn up in a language other than Lithuanian, the translation of the summary prospectus into Lithuanian shall be submitted together with the prospectus and its certificate of approval, as well as the supplements to the prospectus in case of an obligation, under legal acts of the home Member State, to provide the supplements to the prospectus.
Where the supervisory institution determines that the issuer or the financial institutions responsible for the public offering of securities have violated the legal requirements of this Law and other legal acts applied to the issuers whose securities are publicly offered or admitted to trading on a regulated market, it shall immediately notify of the established violations the home Member State of the issuer as well as the European Securities and Markets Authority. Where the issuer or the financial institution responsible for the public offering of securities, disregarding the sanctions imposed by the competent authority of 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 of the home Member State thereof, takes all the necessary measures to protect the interests of investors. The supervisory institution shall without delay notify the European Commission and the European Securities and Markets Authority of the measures that have been undertaken.
The supervisory institution shall publish on is website the list of the prospectuses obtained in accordance with this Article and of the certificates of approval of all supplements thereto, as well as, where applicable, the internet reference to these documents published on the website of the competent authority of the home Member State, the issuer or the regulated market. The published list of prospectuses and of the certificates of approval of supplements thereto shall be constantly updated and each record shall be retained on the website for not less than a year. Article
Issuers Established in Non-Member States
The supervisory institution shall have a right to approve the prospectus concerning the public offering of securities or the admission to trading on a regulated market of securities of the issuer whose registered office is located in a non-member state and, for the purpose of Article 4

(4)of this Law, the home Member State is the Republic of Lithuania, where the prospectus has been prepared in accordance with the requirements of the legal acts of 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 of securities commissions, including the Disclosure Standards approved by the International Securities Commission Organisation (IOSCO); 2) requirements stipulated in respect of the presented information (including the information of financial nature) correspond with the requirements defined in this Law; 2. Where the securities issued by the issuer referred to in Article 14

(1)of this Law are publicly offered or admitted to trading on a regulated market in one or several Member States, or one or several Member States except the Republic of Lithuania, the requirements of Articles 12 and 15 of this Law must be met. Article

Language of the Prospectus of the Issuer whose Home Member State is the Republic of Lithuania
Where the securities are offered publicly or admission to trading on a regulated market is sought in the Republic of Lithuania only, the prospectus shall be drawn in the Lithuanian language.
Where the securities are offered publicly or admission to trading on a regulated market is sought in one or several Member States except the Republic of Lithuania the prospectus submitted for approval of the supervisory institution upon the choice of the issuer, the offeror of securities or the person applying for admission to trading on a regulated market shall be drawn up in the language acceptable to competent authorities of the home Member States or the English language. The prospectus submitted for approval to the supervisory institution shall be at the discretion of the issuer, the offeror of the securities or the person asking for admission to trading on a regulated market prepared in the Lithuanian or English language.
Where the securities are offered publicly or admission to trading on a regulated market is sought in the Republic of 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 of the prospectus shall be submitted, upon the choice of the issuer, offeror of securities or the person seeking admission to trading on a regulated market into the language acceptable to the competent authority of 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.
In case admission to trading on a regulated market in one or several Member States is sought in respect of non-equity securities of the unit nominal value not less than EUR 50 000, upon the choice of the issuer, offeror of the securities or the person seeking admission to trading, the prospectus must be drawn up in the language of the home Member State and the language acceptable to the competent authorities of the host Member States or the English language. Where the said securities are admitted to trading on a regulated market in the Republic of Lithuania, additionally the summary of the prospectus in the Lithuanian language must be drawn up. Article
The Primary Trading in Securities
The primary trading in securities shall be conducted where the issuer offers the securities himself or under agreements with intermediaries. The securities may also be offered by means of the organisational-technical measures of the operator of the regulated market and (or) the settlement system in accordance with the rules approved by the supervisory institution.
In the course of the primary trading in securities all persons belonging to the same group of investors entitled to acquire securities shall be ensured equivalent terms in respect of the acquisition of 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.
In the course of offering of securities the procedure, the payment procedure and the time limits for the offering of securities may be modified only with the authorisation of the supervisory institution. In this case the supplement of the prospectus shall be approved and published in the manner defined in Article 10

(2)of this Law. It shall be prohibited to modify the price, nominal value, class and type of the issue of securities.

All requirements of the primary trading of securities shall also apply in the situation where the offering is executed by an intermediary for the securities acquired from the issuer under a firm commitment underwriting agreement.
Where the shares of a company are subscribed to or acquired by a person acting in its own name but in the interests of 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 of public trading in securities who purchased the securities while implementing price stabilisation measures based on the provisions of Commission Regulation (EC) No. 2273/2003 of 22 December 2003 shall be exempted from the requirement to submit an offering.
The issuer shall be prohibited from acquiring the securities issued thereby. Article
The Secondary Trading in Securities The secondary trading in securities shall be conducted in accordance with the provisions of the Law on Markets in Financial Instruments. Article
Publishing of Information on Material Events
An issuer whose securities have been admitted to trading on a regulated market of the Republic of Lithuania must, in the manner prescribed by the supervisory institution, henceforth submit an information notice on each material event, with the exception of events specified in Article 18

(2)of this Law, to the operator of 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 of this Law , with the exception of the case provided for in Article 18

(2)of this Law. The notification notice must specify the nature of the event and provide its brief description. 2. If disclosure of the information referred to in Article 18

(1)of this Law may inflict financial or competition-related damage on the issuer, and the non-disclosure of such information would not mislead the public and the issuer is able to ensure the confidentiality of 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 of 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 of the information expires it must be disclosed in the manner set out in Article 18

(1)of this Law. The supervisory institution may require disclosure of the information on a material event prior to the expiry of 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.

The operator of the regulated market may set out additional requirements for the disclosure of material events to be applied to the issuers whose securities are admitted to trading on that regulated market. SECTION III DISCLOSURE OF PERIODIC AND CURRENT INFORMATION Article
Scope of Coverage
The requirements for the disclosure of periodic and current information provided for in this Section of the Law shall apply to issuers whose home Member State is the Republic of Lithuania. Where the home Member State of the issuer is not the Republic of Lithuania, the requirements of this Section shall be complied with in the cases where the securities of the issuer have been admitted to trading on a regulated market only in the Republic of Lithuania.
For the purpose of the present Section the home Member State is: 1) for Community issuers of equity securities and non-equity securities the denomination per unit of which is less than EUR 1 000—the Member State in which the issuer has its registered office; 2) for non-Community issuers of equity securities and non-equity securities the denomination per unit of which is less than EUR 1 000 – the Member State considered the home Member State in accordance with the requirements of Section II of this Law; 3) for all issuers not referred to in Article 19

(2)

(1)and

(2)of this Law—the Member State where the issuer has its registered office, or the Member State in which the securities of the issuer have been admitted to trading on a regulated market. The home Member State shall be selected by the choice of 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 of the issuer are no longer traded on a regulated market. The issuer shall notify about of its choice of a home Member State the competent authority of the selected State and publish such information

Article 28of this Law.

Issuers established in non-Member States whose home Member State is not the Republic of Lithuania must disclose the periodic and current information in accordance with the procedure established in this Section where the securities of such issuers are publicly offered or admitted to trading on a regulated market in the Republic of Lithuania. The supervisory institution shall have a right not to apply to an issuer whose registered office is in a non-Member State the requirements of this Section where the periodic and current information has been prepared and disclosed in accordance with the requirements of the legal acts of the state where the issuer has its registered office, which by a decision of 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 of the derogation applied.
The requirements of this Section shall not apply to securities to be issued (issued) by open-type collective investment undertakings. Article
Disclosure of Periodic Information
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.
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 of Lithuania.
The publication and storage of the information in the Central Storage Facility shall be subject to the requirements stipulated in Article 28 of this Law. The issuer must provide to each holder of the securities issued by the issuer a possibility to familiarize himself with all the periodic information specified in this Article free of charge and, on the latter’s request, provide him with copies of such periodic information. For making copies of periodic information the issuer may charge a fee in the amount set in its Articles of Association which may not exceed the expenses of making copies of the information.
The obligation stipulated in Article 20

(1)of this Law shall not apply to the issuers: 1) the nominal value of non-equity securities issued whereby is not less than EUR 50 000; 2) a Member State, its regional authorities, the European Central Bank, central banks of Member States and public international bodies of which at least one Member State is a member. 5. The obligation to draw up interim information referred to in Article 20

(1)of 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 of all such securities remains below EUR 100 million and they have not published the prospectus. 6. The responsibility for the completeness and correctness of the information referred to in Article 20

(1)of this Law shall lie with the issuer, managers of the issuer, its management and supervisory bodies. Apart from these persons or bodies of management other persons may be held responsible for the periodic information. The documents of periodic information shall clearly identify the responsible persons: name and last name of the natural person, position held, name of the legal person and the registered office address. Article

Annual Information
The annual information shall be comprised of the audited annual financial statements, audited annual report and the representation of the persons responsible within the issuer that, to the best of their knowledge, the financial statements have been prepared in accordance with the applicable accounting standards, are truthful and give a true and fair view of the issuer’s assets, liabilities, financial position and profit or loss, and cash flows, and the annual report includes a fair review of the development and performance of the business and the position of the issuer and includes a description of the main risks and contingencies faced by the issuer.
If the issuer must draw up audited annual consolidated financial statements, the annual information shall be comprised of the audited annual consolidated financial statements, audited consolidated annual report and the confirmation of the persons in charge that, to the best of 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 of the issuer’s assets, liabilities, financial condition and profit or loss, and cash flows, and that the annual report includes a fair review of the development and performance of the business and the condition of the issuer and a description of 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 of the parent undertaking and the confirmation made by the persons in charge as well as the annual report of the parent undertaking. When preparing an annual consolidated report, the annual report of the parent undertaking may be combined with the consolidated annual report.
The annual report of the issuer whose securities are traded on a regulated market operating in the Republic of Lithuania shall contain a notification that the issuer complies with the Code of Governance of the companies whose securities are traded on a regulated market approved by the operator of the regulated market concerned. In the event the Code of Governance or certain provisions thereof are not complied with the annual report shall specify which provisions are not complied with and for what reasons.
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 of the financial year.
The accounting of the issuers established in the Republic of 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 of the international accounting standards and other legal acts. The accounting of the issuers established in the Republic of 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 of the accounting requirements and the requirements for drawing up financial statements stipulated by the legal acts of the Republic of Lithuania. The annual financial statements and annual consolidated financial statements of issuers established in Member States must be drawn up in observance of the requirements of the national legal acts of the Member State where the issuer has been established. The annual financial statements and annual consolidated financial statements of the issuers established in non-Member States must be drawn up in observance of the international accounting standards or the universally accepted accounting principles.
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 of the issuer, establish other requirements, revise the procedure for making public and for the submission to the supervisory institution of the information referred to in this Article. Article
Interim Information
The interim information shall include a set of interim financial statements of 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 of 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 of the assets, liabilities, financial condition, profit or loss, and cash flows of the issuer. In addition to preparing the six-month interim information, a six-month interim report and the confirmation of the persons in charge must be drafted stating that, to the best of their knowledge, the interim report includes a fair review of the development and performance of the business.
Where the issuer must draw up a set of interim consolidated financial statements (hereinafter—interim consolidated financial statements), the interim information shall include interim consolidated financial statements of 3, 6, 9 and 12 months and the confirmation made by the persons in charge that, to the best of 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 of the assets, liabilities, financial condition, profit or loss, and cash flows of the group of enterprises. In addition to preparing six-month interim information, a six-month interim report and the confirmation of the persons in charge must be drafted stating that, to the best of their knowledge, the consolidated interim report includes a fair review of the development and performance of the business.
The interim information shall be published and submitted to the supervisory institution upon the end of a relevant accounting period, but in any case not later than within two months from the end of that period. In the event an audit of 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.
The accounting of issuers established in the Republic of Lithuania whose securities have been admitted to trading on a regulated market in one or several Member States must be managed in observance of the international accounting standards, interim financial statements and interim consolidated financial statements must be prepared in observance of the international accounting standards applicable to interim financial statements and interim consolidated financial statements, as well as other legal acts. The accounting of issuers established in the Republic of 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 of the accounting requirements and the requirements for drawing up financial statements stipulated by the legal acts of the Republic of Lithuania. The interim financial statements and interim consolidated financial statements of issuers established in Member States must be drawn up in observance of the requirements of the national legal acts of the Member State where the issuer has been established. The interim financial statements and interim consolidated financial statements of issuers established in non-Member States must be drawn up in observance of 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 of 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.
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 of the issuer, define the minimal contents of financial statements and interim consolidated financial statements prepared in observance of not the international accounting standards, other requirements, revise the procedure for making public and for the submission to the supervisory institution of the information referred to in this Article. Article
Obligation to Inform about Acquisition or Disposal of a Holding
A person who has acquired 5, 10, 15, 20, 25, 30, 50, 75 and 95 per cent of votes at the general meeting of shareholders of an issuer must, not later than within four trading days, inform the supervisory institution and the issuer about the total amount of votes. This obligation shall also be binding where the specified limits are exceeded in the descending or the ascending order.
The obligation provided for in Article 23

(1)of this Law shall arise on the day when the person finds out about the acquisition or disposal of a fixed amount of votes or, depending on circumstances, is supposed to learn about it. 3. The obligation referred to in Article 23

(1)of this Law shall be binding upon the person directly or indirectly holding the securities that subject to a formal agreement and upon an initiative of the holder thereof entitles him to acquire in the future the securities issued by the issuer. 4. The obligation provided for in Article 23

(1)of this Law shall not be binding upon an enterprise belonging to a group of enterprises obliged to draw up annual consolidated financial statements, if a respective notification is submitted by its parent undertaking, or by the ultimate parent undertaking of the latter. 5. The obligation provided for in Article 23

(1)of this Law shall not be binding upon a person who acquires the securities of the issuer only for the purposes of 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 of a transaction. 6. The obligation provided for in Article 23

(1)of this Law shall not be binding upon account managers registered in Member States and foreign states who, acting as account managers, in the general meeting of shareholders have a right to vote in respect of the votes attached to shares only following the instructions of the customers submitted in writing or by electronic means. 7. The obligation provided for in Article 23

(1)of this Law shall not be binding upon a market maker who performing the activity of the market maker is not involved in the management of the issuer in whose general meeting of shareholders he acquired or disposed of 5 per cent of votes or the votes above such threshold, and due to such acquisition or maintaining of the price does not affect the issuer. The market maker shall within four trading days notify the competent authority of the use of such exemption. 8. The issuer shall, within three trading days from the receipt of the notification specified in Article 23

(1)of this Law, communicate to the public

Article 28

of 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

(1)of this Law within an established period of time shall not, for the period until the proper disclosure of the data concerned, have the right to hold at the issuer’s general meetings of shareholders more votes than the last threshold of which he has duly notified. Moreover, all decisions adopted during the period between the acquisition of the holding and the moment of a proper disclosure of the information may be annulled by a decision of the court, if the decisions had resulted in a replacement of the issuer's managers or property or non-property rights of shareholders have been violated. 10. The supervisory institution shall have a right to adopt legal acts specifying the obligations of the issuer and other persons as well as the contents and the procedure of the submission of the notification referred to in Article 23

(1)of this Law. Article

Procedure for the Calculation of Votes Held by a Person
For the purpose of 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 of 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 of the corporate management policy; 3) are held by another person with whom he had concluded a provisional agreement on the transfer of 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 of time that may not be longer than the duration of the person’s lifespan; 6) are according to points

(1)to

(5)of Article 24

(6)of 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 of other instructions, may exercise the voting rights at his own discretion; 8) are granted by shares acquired to his benefit but in the name of 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 of the person except cases when the nuptial agreements provide that securities are regarded as personal property of each of the spouses; 2. The manager of the issuer shall be considered to be holding votes of other managers of the issuer if the supervisory institution, having considered evidence submitted by the manager of the independence of his actions, has not resolved otherwise. 3. The voting rights shall be calculated taking into account all voting shares of the same class even where the usage of such rights has been suspended. 4. Article 24

(1)

(4)and Article 23 of this Law shall not apply to members of 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.

The voting rights of a management company held in accordance with this Article and Article 23 of 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 of the parent company has invested into the holding of 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 of the parent company.
The voting rights of the parent company of a financial brokerage firm held in accordance with this Article and Article 23 of 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 of 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

(13)

(4)of 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 of 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

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

Obligation of the Issuer to Notify an Acquisition or Disposal of Own Shares and Publish Additional Information
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 of own shares shall not later than within four trading days announce in the manner described in Article 28 of this Law and post into the Central Storage Facility, and notify the supervisory institution of the relative number of 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 of shares shall be calculated having regard to the total number of shares to which the voting rights attach.
In order to be able to calculate the limits established in accordance with Article 23

(1)of this Law the issuer shall,

Article 28

of 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 of the authorised capital, number of shares and the nominal value thereof. This information shall be published at the end of each calendar month during which the above data have changed. 3. The issuer of equity securities shall without delay,

Article 28

of this Law, publish and post in the Central Storage Facility, also inform the supervisory institution of all changes in the rights attached to all types of shares and derivative securities of the issuer. 4. The issuer of non-equity securities shall without delay,

Article 28

of this Law, publish and post in the Central Storage Facility, also inform the supervisory institution of all changes in the rights attached to securities issued by the issuer, resulting from the change in the debt securities issue terms or the interest rate. 5. The issuer of non-equity securities shall without delay,

Article 28

of this Law, publish and post in the Central Storage Facility, also submit to the supervisory institution the information of each new issue of debt securities, and in particular of any guarantee or security in respect thereof. This obligation shall not be binding upon public international bodies of which at least one Member State is member.

The issuer shall be obligated to notify in writing the supervisory institution of any intended changes in the incorporation documents and the Articles of Association of the issuer not later than on the day when the shareholders of the issuer are provided with a possibility to familiarise themselves with the draft changes. After the changes in the incorporation documents or the Articles of Association are registered in the manner stipulated by laws the changes shall be immediately in writing communicated to the supervisory institution.
The supervisory institution shall have a right to pass legal acts working out in detail the obligations of the issuer stipulated in this Article and the procedure of the submission of the information specified in this Article to the supervisory institution. Article
Submission of Information to Holders of Securities Issued by the Issuer
The issuer must ensure equal treatment of all holders of equivalent securities issued thereby in respect of all the rights attached to the securities.
The issuer shall ensure that all the facilities and information necessary to enable the holders of 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 of the Member State of the issuer.
The issuer shall: 1) provide the information on the place, time and agenda of meetings of the holders of securities, the total number of securities and voting rights and the rights of the holders of 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 of holders of securities, together with the notice concerning the meeting or, on request, after an announcement of the meeting; 3) designate as its agent a financial institution through which holders of securities issued by the issuer may exercise their financial rights; 4) publish notices or distribute circulars concerning the allocation and payment of dividends, payment of interest, redemption of debt, and the issue of new securities, allotment, subscription, cancellation or conversion of securities.
If only holders of debt securities whose denomination per unit amounts to at least EUR 50 000 are invited to the meeting of holders of securities, the issuer may choose as venue of the meeting any Member State provided that all the facilities and information necessary to enable such holders of debt securities to exercise their rights are made available in that Member State.
The information referred to in this Article may be communicated to holders of securities in electronic means provided that: 1) the decision concerning the possibility to communicate the information electronically is taken at a meeting of holders of securities; 2) the use of electronic means does not depend upon the location of the registered office or place of residence of the securities holder or of a proxy representing that holder, or of the natural or legal persons referred to in points

(2)to

(10)of Article 24

(1)of this Law; 3) identification arrangements have been implemented so that holders of securities, their proxies or natural or legal persons authorised to exercise the voting rights or manage through the use of the voting rights are effectively informed; 4) holders of securities or natural or legal persons authorised to acquire, transfer the voting rights or exercise the same referred to in points

(2)to

(6)of Article 24

(1)of 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 of the costs entailed in the conveyance of information by electronic means has been determined by the issuer in compliance with the principle of equal treatment laid down in Article 26

(1)of this Law. Article

Language of the Regulated Information
Where securities are admitted to trading on a regulated market only in the Republic of Lithuania which is the home Member State of 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 of Lithuania and whose home Member State is the Republic of Lithuania; 2) issuers established in a Member State whose securities are admitted to trading on a regulated market only in the Republic of Lithuania and whose home Member State is not the Republic of Lithuania.
Where the securities are publicly offered in the Republic of Lithuania only, the regulated information shall be published in the Lithuanian language.
Where securities are publicly offered or admitted to trading on a regulated market in the Republic of Lithuania, which is the home Member State of 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 of the issuer acceptable to the competent authorities of the host Member States or in the English language. Where securities are publicly offered or admitted to trading on a regulated market in the Republic of Lithuania, which is not the home Member State of 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 of the issuer acceptable to the competent authorities of the other host Member States or in the English language as well as in a language acceptable to the competent authority of the home Member State, where securities are publicly offered or admitted to trading on a regulated market in the home Member State of the issuer.
Where securities are publicly offered or admitted to trading on a regulated market in one or several Member States, except in the Republic of Lithuania, which is the home Member State of the issuer, the regulated information must be published in a language at the choice of the issuer acceptable to the competent authorities of the host Member States or in the English language.
Where securities are admitted to trading on a regulated market without the issuer's consent, the obligations under Article 27

(1)to

(4)of 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.

Shareholders of the issuer and the persons referred to in Articles 23 and 24 of this Law shall have a right to publish the regulated information only in the English language.
Where securities whose denomination per unit amounts to at least EUR 50 000 are admitted to trading in a regulated market in one or several Member States, at the choice of the issuer or the person who has requested, without the issuer's consent, the admission of the securities to trading on a regulated market, the regulated information shall be published in the language acceptable to the competent authorities of the home Member State and to the competent authorities of the host Member States, or the English language. Article
Publishing and Storage of the Regulated Information
The issuer or the person who has requested the admission of 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.
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 of 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 of Lithuania.
For the purpose of fulfilling the requirements of the disclosure of information the issuer or the person who has requested the admission of 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 of the regulated market.
The supervisory institution shall also have a right to establish other requirements for publishing the regulated information and submitting it to the supervisory institution.
The issuer or the person who has requested the admission of 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 of at least two years. The regulated information provided for in Article 20

(1)of this Law must be stored in the Central Storage Facility for a period of at least five years.

The operator of the regulated market shall ensure that the Central Storage Facility complies with the standards of security, certainty as to the information source, time recording and easy access by end users, non-discriminating, free of charge and easy access to the information stored therein. For that purpose the operator of the regulated market shall establish and approve with the supervisory institution a detailed procedure of the submission, storage and use of information and ensures full compliance with such procedure. The supervision of the publishing and storage of information shall be performed by the supervisory institution. SECTION IV TAKEOVER BID Article
The Scope of Coverage of a Takeover Bid
The requirements established in this Section shall apply to takeover bids in respect of equity securities issued by an issuer established in the Republic of Lithuania. In respect of the takeover bid regarding the securities issued by an issuer of equity securities established outside the Republic of Lithuania the requirements of this Section shall apply having regard to the provisions of Article 40 of this Law, provided the supervisory authority under Article 39 of this Law is the supervisory institution.
The requirements established in this Section shall not apply to takeover bids in respect of the following securities: 1) securities issued by collective investment undertakings; 2) securities of central banks of Member States.
Where the provisions of this Section are applied to a voluntary and a mandatory takeover bid the term “takeover bid” shall be used. Article
The General Principles of the Takeover Bid When applying the requirements of this Section the following principles shall be complied with: 1) all holders of securities of the same type of an offeree company must be subject to uniform conditions of the takeover bid; where a person acquires control of the company, other holders of the securities of that company must be protected; 2) the takeover bid must be announced without violating the transparency and integrity of the securities market of the offeror of the offeree company or other companies related to the takeover bid; 3) the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a competent decision regarding the takeover bid; where they advise the holders of securities, the management bodies of the offeree company must give their views on the effect of the implementation of the takeover bid on employment, conditions of employment and the locations of the company’s places of business; 4) the management bodies of the offeree company must act in the interests of the company as a whole and must not deny the holders of the securities the opportunity to decide on the merits of the takeover bid; 5) artificial markets must not be created in the securities of the offeree company, the offeror company or other companies related to the takeover bid in such a way that rise or fall of the prices of the securities become artificial and the normal functioning of the markets is distorted; 6) an offeror 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 of any other type of consideration; 7) an offeree company must not be hindered in the conduct of its affairs for longer than is reasonable to acquire its securities due to the takeover bid. Article
Obligation to Announce a Takeover Bid and the Procedure for the Information about the Takeover Bid
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 of votes at the general meeting of shareholders of an offeree 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 of the offeree company and the securities confirming the right to acquire securities granting the voting rights.
The duty established in Article 31

(1)of this Law shall also apply to a person who has acquired control over a person holding shares of an offeree company that entitle him to more than 1/3 of votes at the general meeting of 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 of votes at the general meeting of shareholders of the company in respect of 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 of Association of the offeree company about the exceeding of the established 1/3 threshold and of its intention to submit the takeover bid or transfer the securities exceeding the threshold, also accordingly notify the supervisory institution, the operator of the regulated market and the offeree company thereof. In the analogous way the information on the transfer of the securities exceeding the established threshold shall be disclosed in the cases where in accordance with Article 31

(1)

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

(2)of this Law shall arise from the day when the person learns of the acquisition of the respective number of votes, or, having regard to the specific circumstances, should learn about it. 5. The offeror shall within 20 days from the public announcement about its intention to submit a mandatory takeover bid referred to in Article 31

(2)of this Law furnish to the Supervisory institution the circular disclosing the principal information about the takeover bid. Circulars shall be approved by the supervisory institution. 6. Upon exceeding the threshold referred to in Article 31

(1)of this Law a person acting independently or in concert with other persons shall be devoid of all the votes at the general meeting of shareholders of the company in respect of whose shares the takeover bid is submitted. Voting rights shall be regained on the day when: 1) the supervisory institution approves the circular of a mandatory takeover bid or; 2) the shares exceeding the threshold of the 1/3 of the votes are transferred and the information about the fact of the transfer of the securities exceeding the specified threshold is disclosed in the manner and to the entities defined in Article 31

(3)of this Law, or for some other reasons the holding is reduced to the threshold below 1/3 of the votes.

A person who has decided to submit a voluntary takeover bid must without delay announce in the source specified in the Articles of Association of the offeree company, notify the Supervisory institution, the operator of the regulated market and the offeree company thereof, and within 20 days of the announcement submit to the supervisory institution a circular. Article
Cases when a Mandatory Takeover Bid is not Submitted
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 of whom the obligation arises individually; 2) the threshold is exceeded because all of the issuer’s securities or part thereof are exchanged for the securities of the newly incorporated company (companies) in proportion to the authorised capital of the issuer under the reorganisation or the split-off 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 of which the obligation to announce a takeover bid arises; 3) the threshold is exceeded where the company that was reorganised by way of division or from which a new spin-off 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 of 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 of the company; 4) the threshold is exceeded in accordance with the Law of the Republic of Lithuania on Restructuring of Enterprises under the restructuring plan of the issuer; 5) the threshold is exceeded through the acquisition of 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 of the offeree company for the price established in accordance with the requirements of Article 34 of this Law acquires more than 1/3 of the votes in the general meeting of shareholders of such company.
The obligation to submit a mandatory bid shall not apply to the Depository that exceeds the vote threshold by acquiring the shares in respect of which it had issued the international depository receipts. Article
Implementation of a Takeover Bid
The execution of the takeover bid shall commence on the fourth working day from the decision of the supervisory institution to approve the circular. The term of the execution of the takeover bid may not be shorter than 14 days and not exceed 70 days.
Takeover bids shall be executed through the regulate market.
All holders of securities of the offeree company, employees of the offeree company and the offeror or their representatives shall be ensured equal possibilities to readily and promptly access information about the takeover bid.
Where the supervisory institution has reasons to suspect that the requirements of this Law and the resolutions of 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 of 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 of the supervisory institution are not being complied with the supervisory institution shall have a right to cancel the approval of the circular.
In cases of a mandatory takeover bid the settlement for the securities of the offeree company shall be in cash only. In cases of a voluntary takeover bid the settlement for the securities of the offeree company shall be in cash, securities traded on a regulated market of a Member State, or the combination of cash and the securities concerned. In case of the settlement performed in securities, cash will be in all cases offered as an alternative means of settlement.
The supervisory institution shall establish the procedure of the submission, implementation, suspension of implementation of the takeover bid, also the procedure for the approval and publication of the circular and the settlement for the purchased securities, the information to be disclosed, and the cases where the terms of the takeover bid may be modified or the takeover bid voided. Article
Establishment of the Price of a Mandatory Takeover Bid
The price of a mandatory takeover bid shall be fair. The price shall be established in accordance with the following principles: 1) the price of mandatory takeover bid shall be not lower than the highest price of the securities acquired by the offeror in the course of 12 months preceding the exceeding of the threshold defined in Article 31

(1)of this Law, and shall be not lower than the average weighted price on a regulated market and the multilateral trading facility in 6 months prior to the date of exceeding the established threshold when the securities concerned are traded on a regulated market and the multilateral trading facility. The supervisory institution shall lay down the detailed procedure for the calculation of a weighted average market price; 2) where the highest price of the securities acquired by the offeror in 12 months prior to the date of exceeding the threshold established in Article 31

(1)of 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 of the securities purchased by way of 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 offeror 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 offeror or other persons having pecuniary interests in the securities of an offeree company. 2. The supervisory institution shall have a right to require such price be adjusted in the following cases: 1) where the price of a mandatory takeover bid has been established by an agreement between the buyer and the seller; 2) in cases of manipulation in the price of the securities that are the subject of the takeover bid; 3) where the market prices of the securities have been affected by exceptional unforeseen occurrences; 4) where a mandatory takeover bid is submitted after a significant period of time following the day of exceeding the threshold of votes specified in Article 31

(1)of this Law; 5) where due to other significant circumstances there is reasonable suspicion that the offered price is unfair.

The supervisory institution shall have a right to allow adjusting the price of the mandatory takeover bid in order to enable an enterprise incurring financial losses to be rescued.
Any decision of the supervisory institution to adjust the price of 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 of the securities on the regulated market and the multilateral trading facility in the period of 6 months prior to the exceeding of the threshold of votes established in Article 31

(1)of this Law; 2) the liquidation value of the company; 3) other objective criteria commonly used in a financial analysis. 5. Where a person in the period from the date of the exceeding the threshold of the votes specified in Article 31

(1)of this Law until the end of the validity of the takeover bid acquires the securities that have been the subject of the takeover bid at a price higher than the mandatory takeover bid price, the price of the mandatory takeover bid must be accordingly increased.

Where an offeror in the period of one year after the end of the validity of the mandatory takeover bid acquires the securities in respect of which it had submitted a mandatory takeover bid at the price higher than the mandatory takeover bid price, the offeror must pay the difference in the price to persons who have responded to the mandatory takeover bid.
A shareholder of the offeree company shall have a right to appeal to court concerning the safeguarding of the compliance of the price established in the manner specified in this Article to the requirements of justice. In this case Articles 2.118, 2.119 and 2.127-2.130 of the Civil Code shall apply mutatis mutandis.
The requirements of this Article concerning the establishment of the price of the mandatory bid shall mutatis mutandis apply to the securities of the offeree company incorporated in the Republic of Lithuania that are not traded on a regulated market and the multilateral trading facility. Article
Duties of the Offeree Company within the Validity of the Takeover Bid
Upon the public announcement of the intention to submit a takeover bid the management bodies of the offeree company and of the offeror must immediately notify the representatives of their employees, and in the absence of such representatives—the employees of their intention to submit the takeover bid, and upon the submission of the takeover bid—of the submission of the takeover bid. The management bodies of the offeree company and of the offeror must also without delay submit to the representatives of the employees, and in the absence of such representatives—the employees themselves the circular as soon as it has been made public.
The offeror must submit the circular to the offeree company. Within 10 days from the date of the publication of the circular approved by the supervisory institution the management bodies of the offeree company must, through the mass media indicated in the circular and the website of the offeree company, communicate its reasoned opinion concerning the takeover bid, in particular the possible effects of the implementation of the takeover bid on all company’s interests, conditions of employment, number of employees as well as concerning the offeror’s strategic plans in respect of the offeree company and their effect on the number of employees and their job positions.
The management bodies of the offeree company must communicate their opinion on the takeover bid to the representatives of its employees, and in the absence of such representatives—to the employees themselves. In the event the management bodies of the offeree company receive in advance the employees’ opinion on the effect of the takeover bid upon the number of the employees, such an opinion shall be, in connection to the opinion of the management bodies of the offeree company, published on the internet website of the offeree company.
The management bodies or the supervisory bodies of the offeree company shall be prohibited from performing any actions that could significantly worsen the financial status of the company or in any other way inhibit the implementation of the takeover bid.
The prohibition provided for in Article 35

(4)of this Law to inhibit the implementation of the takeover bid shall not apply where such actions are approved by the general meeting of shareholders of the offeree company that is registered in the Republic of Lithuania. The management body or the supervisory body of the offeree company must obtain the prior authorisation of the general meeting of shareholders given for this purpose before taking any action, other than seeking alternative takeover bids, which may result in the frustration of the takeover bid and in particular before issuing any shares which may result in a lasting impediment to the offeror to acquire over 1/3 of votes in the general meeting of shareholders of the offeree company. 6. The prior authorisation by the general meeting of shareholders referred to in Article 35

(5)of this Law shall be obtained in respect of the actions of the management or supervisory bodies performed in the period from the public announcement indicated in Article 31

(3)of this Law of the exceeding of the 1/3 votes threshold or the public announcement referred to in 31

(7)of this Law on the intention to submit a voluntary takeover bid until the end of the validity of the takeover bid. 7. In the event the decisions of the management or supervisory bodies of the offeree company passed prior to the period established Article 35

(6)of this Law are not yet partly or fully implemented, the general meeting of shareholders must approve or confirm any decision which does not form part of the normal course of the company’s business and the implementation whereof may result in the frustration of the takeover bid. 8. In the case referred to in Article 35

(5)of this Law the notice on the convening of the general meeting of shareholders shall be published in the source indicated in the Articles of Association not later than 15 days prior to the date of the general meeting of shareholders.

In the event the Board is formed in the company, it shall perform the duties of the management bodies as referred to in this Article. Article
Restrictions Related to the Implementation of a Takeover Bid
Any restrictions on the transfer of securities provided for in the Articles of Association of the offeree company, the contractual agreements between the offeree company and holders of its securities, or the agreements between the holders of securities of the company shall not apply in respect of the offeror during the time of the implementation of the takeover bid.
Restrictions on voting rights provided for in the Articles of Association of the offeree company, the contractual agreements between the offeree company and the holders of its securities, and between the holders of securities of the company shall not apply at the general meeting of shareholders which decides on any issue referred to in Article 35

(5)of this Law. 3. Multiple-vote securities shall carry only one vote each at the general meeting of shareholders which decides on any issue referred to in Article 35

(5)of this Law. 4. Where, following the takeover bid the offeror acquires 75 per cent or more of the voting rights, neither restrictions on the transfer of securities or on voting rights indicated in Article 36

(1)and

(2)of this Law, nor the extraordinary rights of the shareholders concerning the appointment or removal of Board members provided for in the Articles of Association of the offeree company shall apply.

The multiple-vote securities shall carry only one vote in the first meeting of the shareholders following the closure of the takeover bid convened by the offeror seeking to amend the Articles of Association or appoint or dismiss Board members.
In the case referred to in Article 35

(5)of this Law the offeror shall have a right to convene the general meeting of shareholders and shall make a public announcement to that effect in the source indicated in the Articles of Association of the company not later than 15 days prior to the general meeting of shareholders. 7. An equitable compensation is provided for any los

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