Resolutions of the Extraordinary Meeting of AB „Snaigė“ shareholders

The Extraordinary General Meeting of shareholders of Snaige AB (further – the Company) was held on 11 February 2021. 

Decisions on the agenda questions were adopted on the Extraordinary General Meeting.

1. The agenda question: Delisting of shares of the Company from trading on the regulated market AB Nasdaq Vilnius and non-execution of public offering of shares of the Company

The decision:

“1.1. To initiate delisting of all the outstanding shares of the Company and to delist them from trading on the regulated market AB Nasdaq Vilnius as well as not to continue the public offering thereof.

1.2. To establish that the Company’s shareholders, who voted “for” the decision to delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius and not to continue the public offering of shares of the Company, will under the procedure set by legal acts submit the circular of the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius to the Bank of Lithuania for approval and will implement the indicated tender offer for the price, indicated in item 1.3 hereof. The tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius will be implemented by the Company’s shareholder SEKENORA HOLDINGS LIMITED for other Company’s shareholders having obtained this obligation, which will not express their will to implement thereof separately. During the effective term of this tender offer, the right, but not the obligation, to sell the shares will be vested in all the shareholders of the Company, except for the shareholders, who voted “for” the decision at the time of taking the decision to delist the shares of the Company from trading on AB Nasdaq Vilnius and not to continue the public offering of the shares of the Company.

1.3. The price of the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius will be set in accordance with item 1 of paragraph 1 of Article 29 of the Law of the Republic of Lithuania on Securities.”

2. The agenda question: Authorizing the manager of the Company

The decision:

“To authorise and oblige the Manager of the Company (General Manager) with the right to delegate, after the relevant Company’s shareholders shall implement the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius, to carry out necessary actions and to submit necessary documents to AB Nasdaq Vilnius on delisting of the shares of the Company from trading on this regulated market.”

Adopted decisions are related to planned delisting of shares of the Company from trading on AB Nasdaq Vilnius. The Company informs that only the controlling shareholder of the Company SEKENORA HOLDINGS LIMITED voted for the decision to delist the shares of the Company from trading on AB Nasdaq Vilnius. Consequently, this shareholder will have to submit and implement the tender offer, aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius following the order established in the legal acts. During the effective term of this tender offer, the right (not an obligation) to sell the shares will be vested in the shareholders of the Company, except for the shareholder, who voted “for” the decision at the time of taking the decision to delist the shares of the Company from trading on AB Nasdaq Vilnius (i.e. SEKENORA HOLDINGS LIMITED), as indicated in paragraph 7 of Article 33 of the Law of the Republic of Lithuania on Securities.

Consequently, after submitting the tender offer, the above indicated shareholders will be able at their sole discretion either to respond to it and sell their shares to SEKENORA HOLDINGS LIMITED, or not to respond and remain shareholders of the Company.

As the Company informed in its notification on material event on 20 January 2021 the Company itself will not sell or buy its shares during the official tender offer, nor will set offer price, but will only inform the public about the decisions made in accordance with the legal acts. The management of the Company equally represents the interests of all its shareholders in this process.

The price of the tender offer for Company’s shares will be set upon the above-mentioned shareholder submission the circular of the tender offer and its approval by the Bank of Lithuania in accordance with legal acts.

The delisting of the Company's shares from trading on the regulated market of AB Nasdaq Vilnius does not and will not have any impact on the Company's operations, results or its value. The Company does not intend to change its legal status and will continue to publish information about its activities in the media and on its website.

The General Director

Mindaugas Sologubas

Phone: +370 315 56206