The Extraordinary General Shareholders Meeting of AB VST (company code - 110870748, registered office at J. Jasinskio str. 16C, Vilnius), held on 28 September 2010, adopted the following decisions: 1. The item of agenda “Re the approval of the resolution of the Board to become a participant and to invest in the equity capital of UAB Technologijų ir Inovacijų Centras, a company that will provide IT support and maintenance services for the electric power companies”: 1.1. To approve the resolution of the Board of the public limited liability company VST dated 6 September 2010: to become a participant of UAB Technologijų ir Inovacijų Centras, a company that will provide IT support and maintenance services for the electric power companies (company code 302527488, with the registered office at Žvejų str. 14, Vilnius; to invest in UAB Technologijų ir Inovacijų Centras (company code 302527488, with the registered office at Žvejų str. 14, Vilnius): funds equal to LTL 400,000 (four hundred thousand litas); other long-term and short-term assets the list of which is presented (attached) and the market price of which established by an independent assessor is LTL 2,066,275 (two million sixty six thousand two hundred seventy five litas). to establish that the funds and the assets shall be invested in UAB Technologijų ir Inovacijų Centras by contributing the funds and the assets as monetary and non-monetary contributions to pay for the shares of the authorised capital of UAB Technologijų ir Inovacijų Centras to be issued; to establish that for the funds and the assets contributed to UAB Technologijų ir Inovacijų Centras, the public limited liability company VST will receive 2,466,275 (two million four hundred sixty six thousand two hundred seventy five) units of ordinary registered shares in UAB Technologijų ir Inovacijų Centras, with the par value of LTL 1 (one litas) each, which will make up at least 5 % (five per cent) of all shares issued in UAB Technologijų ir Inovacijų Centras and votes granted by these shares, i.e.: for the contribution of funds equal to LTL 400,000 (four hundred thousand litas), the public limited liability company VST will receive 400,000 (four hundred thousand) units of ordinary registered shares in UAB Technologijų ir Inovacijų Centras, with the par value of LTL 1 (one litas) each; for the contribution of other long-term and short-term assets the list of which is presented (attached), the public limited liability company VST will receive 2,066,275 (two million sixty six thousand two hundred seventy five) units of ordinary registered shares in UAB Technologijų ir Inovacijų Centras, with the par value of LTL 1 (one litas) each; the list of the assets intended to be contributed to UAB Technologijų ir Inovacijų Centras, the value of the assets, the number of shares to be received in exchange may vary as indicated below: considering that the assets intended to be contributed to UAB Technologijų ir Inovacijų Centras are used in day-to-day activities of the public limited liability company VST, also considering that a certain period of time may pass from the adoption of this resolution to the actual transfer of the assets, to establish that the list of the assets to be contributed, the established value of the assets contributed, the number of shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed, the percentage of the shares and the votes granted by these shares, as referred to in the paragraphs above, may change (increase or decrease). With reference to the above information, the General Manager of the public limited liability company VST is entitled to sign an agreement on subscription of newly issued shares in UAB Technologijų ir Inovacijų Centras and to carry out other actions referred to herein, if the percentage of the shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed decreases by no more than 15 % (fifteen per cent) as compared to the amounts indicated herein. If due to the above-mentioned reasons, the percentage of the shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed decreases by more than 15 % (fifteen per cent) as compared to the amounts indicated herein, the Board of the public limited liability company VST shall consider the issue on investing these assets anew. The percentage of the shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed may increase indefinitely; if the contribution of a portion of the assets to UAB Technologijų ir Inovacijų Centras is impossible (legally or physically) by 31 October 2010 and therefore the increase of the authorised capital of UAB Technologijų ir Inovacijų Centras may not be completed, only the assets that may be contributed shall be contributed to UAB Technologijų ir Inovacijų Centras, by decreasing the percentage of the shares in UAB Technologijų ir Inovacijų Centras to be received in exchange for the assets contributed in proportion to the decrease of the value of the assets contributed. In this case, no variation limits indicated above shall apply and no new resolution shall be made; the manager of the public limited liability company VST or other person authorised by him shall sign all documents necessary for implementing this resolution on behalf of the public limited liability company VST. 2. The item of agenda “Re the approval of the resolution of the Board to become a participant and to invest in the equity capital of the asset management company UAB Kruonio Investicijos”: 2.1. To approve the resolution of the Board of the public limited liability company VST dated 6 September 2010: to become a participant of the asset management company UAB Kruonio Investicijos (company code 300634954, with the registered office at Kruonio II village, Kaišiadorių District Municipality); to invest in UAB Kruonio Investicijos the long-term and short-term assets the list of which is presented (attached) and the market price of which established by an independent assessor is LTL 90,473,629 (ninety million four hundred seventy three thousand six hundred twenty nine litas); to establish that the assets shall be invested in UAB Kruonio Investicijos by contributing the assets as a non-monetary contribution to pay for the shares of the authorised capital of UAB Kruonio Investicijos to be issued; to establish that for the contribution of the assets to UAB Kruonio Investicijos, the public limited liability company VST will receive 904,736 (nine hundred four thousand seven hundred thirty six) units of ordinary registered shares in UAB Kruonio Investicijos, with the par value of LTL 100 (one hundred litas) each, which will make up at least 28 % (twenty eight per cent) of all shares issued in UAB Kruonio Investicijos and votes granted by these shares; the list of the assets intended to be contributed to UAB Kruonio Investicijos, the value of the assets, the number of shares to be received in exchange may vary as indicated below: considering that the assets intended to be contributed to UAB Kruonio Investicijos are used in day-to-day activities of the public limited liability company VST, also considering that a certain period of time may pass from the adoption of this resolution to the actual transfer of the assets, to establish that the list of the assets to be contributed, the established value of the assets contributed, the number of shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed, the percentage of the shares and the votes granted by these shares, as referred to in the paragraphs above, may change (increase or decrease). With reference to the above information, the General Manager of the public limited liability company VST is entitled to sign an agreement on subscription of newly issued shares in UAB Kruonio Investicijos and to carry out other actions referred to herein, if the percentage of the shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed decreases by no more than 15 % (fifteen per cent) as compared to the amounts indicated herein. If due to the above-mentioned reasons, the percentage of the shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed decreases by more than 15 % (fifteen per cent) as compared to the amounts indicated herein, the Board of the public limited liability company VST shall consider the issue on investing these assets anew. The percentage of the shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed may increase indefinitely; if the contribution of a portion of the assets to UAB Kruonio Investicijos is impossible (legally or physically) by 31 October 2010 and therefore the increase of the authorised capital of UAB Kruonio Investicijos may not be completed, only the assets that may be contributed shall be contributed to UAB Kruonio Investicijos, by decreasing the percentage of the shares in UAB Kruonio Investicijos to be received in exchange for the assets contributed in proportion to the decrease of the value of the assets contributed. In this case, no variation limits indicated above shall apply and no new resolution shall be made; the manager of the public limited liability company VST or other person authorised by him shall sign all documents necessary for implementing this resolution on behalf of the public limited liability company VST. More information about the decisions adopted in the Extraordinary General Shareholders Meeting of AB VST can be found on the web page of the company http://www.vst.lt/. Person for contacts: Legal Department, Lawyer Jolita Faktoroviciene, tel. (+370~5) 278 1270 Chief Executive Officer Rimantas Vaitkus
The decisions adopted in the Extraordinary General Shareholders Meeting of AB VST on 28 September 2010
| Source: VST AB