On the initiative and decision of the Company's Management Board the General Shareholders Meeting of VILNIAUS BALDAI AB (identification code 121922783, address Savanoriu ave. 178B, Vilnius, LT-03154) is to be held on 28 February 2022 at 10:00 a. m. in Savanoriu ave. 178B, Vilnius.
Registration of the shareholders will start at 9:30 a. m. Only the persons who are the shareholders of the Company at the end of the accounting day of the General Shareholders Meeting (21 February 2022) are entitled to participate and to vote at the General Shareholders meeting.
Agenda includes:
1. Approval of the new edition of the Company Regulations.
Draft Resolution:
1. To approve new edition of the Company Regulations. To authorize general manger Jonas Krutinis to sign the new edition of Vilniaus baldai AB Regulations (attached).
According to the decision of Vilniaus Baldai AB, the agenda is supplemented with the following issues:
2. Approval of real estate sales transactions that are not included to the ordinary economic activity of Vilniaus Baldai AB.
3. Approval of real estate rent transactions that are not included to the ordinary economic activity of Vilniaus Baldai AB.
Draft resolutions proposed by the Board of Vilnius Baldai AB on the issues to be added to the agenda:
Regarding the approval of the real estate sales transactions that are not included to the ordinary economic activity of Vilniaus Baldai AB.
1. To approve the sale of the following real estate owned by Vilniaus Baldai AB (hereinafter collectively referred to as the Property) by the shareholder of Vilniaus Baldai AB, which owns 87.67 per cent. of all shares of the Company Vilniaus Baldai AB, - to the subsidiary of Invalda Privatus Kapitalas AB - UAB Panerių konversija (code 305993224), for a price of not less than EUR 10,000,000:
1.1. non-residential premises - industrial premises, unique no. 1097-3018-6059: 0001, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset1;
1.2. non-residential premises - warehouse premises, unique no. 1097-3018-6074: 0002, located in Vilnius, Savanorių ave. 178C-102, hereinafter referred to as Asset2;
1.3. non-residential premises - industrial premises, unique no. 1097-3018-6059: 0002, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset3;
1.4. non-residential premises - industrial premises, unique no. 1097-3018-6059: 0003, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset4;
1.5. non-residential premises - warehouse premises, unique no. 1097-3018-6074: 0012, located in Vilnius, Savanorių ave. 178C-103, hereinafter referred to as Asset5;
1.6. non-residential premises - warehouse premises, unique no. 1097-3018-6074: 0013, located in Vilnius, Savanorių ave. 178C-101, hereinafter referred to as Asset6;
1.7. non-residential premises - warehouse, unique no. 1097-3018-6074: 0015, located in Vilnius, Savanorių ave. 178C-104, hereinafter referred to as Asset7;
1.8. building - warehouse, unique no. 1097-3018-6148, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset8;
1.9. building - warehouse, unique no. 1097-3018-6159, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset9;
1.10. building - warehouse, unique no. 1097-3018-6180, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset10;
1.11. building - warehouse, unique no. 1097-3018-6191, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset11;
1.12. building - industrial building, unique no. 1097-3018-6080, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset12;
1.13. building - air purification building, unique no. 1097-3018-6091, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset13;
1.14. building - warehouse, unique no. 1097-3018-6104, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset14;
1.15. building - timber exchange, unique no. 1097-3018-6162, located in Vilnius, Savanorių ave. 178B, hereinafter referred to as Asset15;
1.16. other engineering structures - yard structures, unique no. 1097-3018-6176, located in Vilnius, Savanorių ave. 178A, hereinafter referred to as Asset16;
1.17. engineering networks - heating routes (length 245.0 m.), unique No. 1099-9018-5012, located in Vilnius, Savanorių ave. 178, hereinafter referred to as Assets17.
2. Lease rights are transferred together with the Property for the price of 1 euro:
2.1. plot of land, unique no. 4400-2372-0430, cadastral number and name of cadastral area: 0101/0069: 224 Vilnius c. k.v, total area: 6.9377 ha, address: Vilnius, Savanorių ave. 178B, which contains a building (unique No. 1097-3018-6059), which contains Asset1, Asset3 and Asset4, and Asset8, Asset9, Asset10, Asset11, Asset12, Asset13, Asset14, Asset15 and Asset16, which was incorporated by Vilniaus Baldai AB owned and used on September 7, 2001 State Land Lease Agreement No. 326 N01 / 2001-24763 (as amended and supplemented), leasehold right;
2.2. plot of land, unique no. 4400-2372-0974, cadastral number and name of the cadastral area: 0101/0069: 225 Vilnius c. k.v, total area: 0.7149 ha, address: Vilnius, Savanorių ave. 178C, which contains a building (unique No. 1097-3018-6074), which contains Asset2, Asset5, Asset6 and Asset7, which is owned by Vilniaus Baldai AB and which is used on 18/10/2013 State Land Lease Agreement No. 49SŽN- (14.49.57.) - 460 (with all its subsequent amendments and additions), the right to lease.
Regarding the approval of the real estate rent transactions that are not included to the ordinary economic activity of Vilniaus Baldai AB.
After real estate sale transaction to UAB „Panerių konversija“, to rent Asset1, Asset2, Asset3, Asset4, Asset5, Asset6, Asset7, Asset8, Asset9, Asset10, Asset11, Asset12, Asset13 and Asset14 from UAB Panerių konversija (code 305993224) - subsidiary of Invalda privatus kapitalas AB which owns 87.67 percent all shares of Vilniaus Baldai AB, on the basis of which Vilniaus baldai AB will rent the Assets 1 - 14 for 60 months period and maximum of 6 euros per 1 sq. m. per month price.
The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are available at the office of VILNIAUS BALDAI (Savanoriu ave 178 B, Vilnius) during working hours.
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision - explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing by registered mail or delivered in person against signature. The agenda is supplemented if the proposal is received no later than 14 before the General Shareholders Meeting; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, by registered mail or delivered in person against signature) or in writing during the General Shareholders Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes); (iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing by registered mail or delivered in person against signature.
Shareholder participating at the General Shareholders Meeting and having the right to vote must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the General Shareholders Meeting.
Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the General Shareholders Meeting. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The power of attorney issued by means of electronic communications and notice about it must be written and submitted to the Company by means of electronic communications.
Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. The form of general voting bulletin is presented at the Company‘s webpage. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if authorized person is voting. The filled general voting bulletin must be delivered to VILNIAUS BALDAI, AB by registered mail (address Savanoriu ave. 178B, LT 03154 Vilnius, Lithuania) or in person against signature no later than before the day of the General Shareholders Meeting.
Information related with the convened General Shareholders Meeting (notice on convocation of General Shareholders Meeting, information about Company‘s shares, draft resolution, etc.) are available at VILNIAUS BALDAI AB webpage http://www.vilniausbaldai.lt. For further information please contact + 370 5 2525700.
Chief Financial Officer
Edgaras Kabečius
Phone No.: +370 (5) 252 57 00
Attachments
