REPUBLIC OF LITHUANIA LAW ON THE MANAGER OF CENTRALLY MANAGED STATE ASSETS

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1 Consolidated version valid as of 15 April 2015 REPUBLIC OF LITHUANIA LAW ON THE MANAGER OF CENTRALLY MANAGED STATE ASSETS 20 March 2014 No XII-791 (As last amended on 26 March 2015 No XII-1591) Vilnius Article 1. Purpose of the Law This Law shall establish the status and powers of the manager of centrally managed state assets, as well as the principles of activities and management thereof. Article 2. Definitions The definitions used in this Law shall be interpreted as they are defined in the Law of the Republic of Lithuania on the Management, Use and Disposal of State and Municipal Assets (hereinafter: the Law on the Management, Use and Disposal of State and Municipal Assets ), the Law of the Republic of Lithuania on the Privatisation of Shares Owned by the State and Municipalities (hereinafter: the Law on the Privatisation of Shares Owned by the State and Municipalities ), the Law of the Republic of Lithuania on State Debt and other laws. Article 3. Status of the manager of centrally managed state assets and objectives of activities thereof 1. The manager of centrally managed state assets (hereinafter: the enterprise ) shall be a state enterprise registered in accordance with the procedure laid down in legal acts, having a seal bearing the coat of arms of the State of Lithuania and its name. 2. The rights and duties of the owner of the enterprise shall be exercised by the Government of the Republic of Lithuania or a state institution authorised by it (hereinafter: the institution exercising the rights and duties of the owner ). 3. The activities of the enterprise shall be governed by this Law, the Civil Code of the Republic of Lithuania, the Law of the Republic of Lithuania on State and Municipal Enterprises to the extent this Law does not regulate otherwise, the Law on the

2 Management, Use and Disposal of State and Municipal Assets, the Law on the Privatisation of Shares Owned by the State and Municipalities, other laws and legal acts, as well as its articles of association. 4. The objectives of the enterprise s activities shall be to implement the centralised management of state immovable property in accordance with the procedure established by laws and other legal acts, to organise the privatisation of shares held by the State and municipalities by the right of ownership, to recover debts to the State and to administer loans, state guarantees and other property obligations transferred under contracts of mandate, as well as to perform other functions established by laws. Article 4. Functions of the enterprise 1. The enterprise shall, in accordance with the procedure established by laws, perform the following main functions: 1) implement the centralised management of state immovable property; 2) privatise shares held by the State and municipalities by the right of ownership, transferred to it by the right of trust; 3) recover debts to the State and administer loans, state guarantees and other property obligations transferred under contracts of mandate with the Ministry of Finance of the Republic of Lithuania (hereinafter: the Ministry of Finance ); 4) draw up a report on the management of assets belonging to the State by the right of ownership; 5) perform the function of an institution coordinating the implementation of the management policy of state enterprises, public limited liability companies and private limited liability companies in which the shares held by the State by the right of ownership carry over 1/2 of votes at the general meeting of shareholders (hereinafter: state-owned enterprises ). 2. In implementing the centralised management of state immovable property, the enterprise: 1) shall manage, use and dispose of the state immovable property and the land plots assigned to it transferred to the enterprise by the right of trust in accordance with the procedure laid down in laws by a resolution of the Government of the Republic of Lithuania (hereinafter: the Government );

3 2) shall sell, in accordance with the procedure laid down in laws, the state immovable property and the land plots assigned to it and other immovable items on the basis of the list of state immovable items for sale approved by the Government; 3) may conclude contracts with municipalities for the sale of immovable property and the land plots assigned to it, which belongs to them by the right of ownership; 4) shall provide management and maintenance services of the state immovable property intended for administrative purposes, transferred for management by the right of trust in accordance with the state immovable property management and maintenance agreements concluded alongside loan for use agreements with the asset managers; 5) shall submit, in accordance with the procedure laid down in legal acts, conclusions regarding the draft decisions submitted by asset managers relating to the management, use and disposal of the state immovable property managed by them by the right of trust; 6) shall evaluate, in accordance with the indicators and standards established in legal acts, the efficiency of use of the state immovable property intended for administrative purposes and prepare evaluations of analysis of the cost-effectiveness of alternatives for obtaining immovable property intended for administrative purposes; 7) shall acquire new state immovable property intended for administrative purposes (by way of purchase or construction), organise and coordinate renovation of the state immovable property in accordance with the procedure laid down in laws; 8) shall represent the State in proceedings regarding the establishment of the fact of acquisition of immovable property by acquisitive prescription; 9) shall perform the functions of the manager of the state assets information search system; 10) shall perform other functions laid down in laws and relating to the centralised management of the state immovable property. 3. In carrying out the privatisation of shares held by the State or municipalities by the right of ownership, transferred to the enterprise by the right of trust in accordance with the procedure laid down in legal acts, the enterprise shall: 1) represent, in accordance with the procedure established by the Government, the interests of the State in managing, using and disposing of the shares held by the State or municipalities by the right of ownership, transferred to it by the right of trust; 2) take over and manage public limited liability companies and private limited liability companies shares, which are held by the State by the right of ownership;

4 3) conclude contracts with other shareholders for the sale of the shares held by the State by the right of ownership together with the shares held by these shareholders; 4) conclude contracts with municipalities for the privatisation of the shares held by them by the right of ownership; 5) while carrying out privatisation transactions, convey into private ownership, in accordance with the procedure laid down in laws, the shares held by the State or municipalities by the right of ownership; 6) perform other functions established by laws relating to the privatisation of the shares held by the State and municipalities by the right of ownership, transferred to the enterprise by the right of trust. 4. In recovering debts to the State and administering loans, state guarantees and other property obligations transferred to it under contracts of mandate with the Ministry of Finance, the enterprise shall: 1) enforce the recovery of tax arrears and other debts to the State the recovery whereof has been transferred to it in accordance with the procedure laid down in legal acts; 2) carry out, in accordance with the procedure established by the Government, activities relating to the administration of loans, state guarantees and other property obligations transferred for administration; 3) enforce, in accordance with the procedure established by the Government, the recovery of funds of EU financial support and other international financial support and cofunding, paid from the state budget of the Republic of Lithuania and/or used in violation of legal acts; 4) in enforcing the recovery of debts to the State, take over into the ownership of the State the assets of the debtors or third parties in case of failure to sell the assets in accordance with the procedure laid down in the Republic of Lithuania Code of Civil Procedure and/or the Republic of Lithuania Enterprise Bankruptcy Law, administer the assets and sell them by way of a public auction established by the Government; 5) sell the rights of claim on of the debts transferred to it for recovery by way of a public auction established by the Government; 6) perform other functions established by laws and relating to the recovery of debts to the State and administration of loans, state guarantees and other property obligations. 5. In performing the function of an institution coordinating the implementation of management policy of state-owned enterprises, the enterprise shall:

5 1) have the right to obtain from institutions exercising the State s rights and duties as a participant of the legal person in the state-owned enterprises information about the enterprises activities, their results and decisions relating to the management of these enterprises in the course of exercising by the State of property and non-property rights; upon obtaining the information, monitor and analyse the compliance of these enterprises with the requirements laid down in legal acts; 2) draw up and publish summary reports on the state-owned enterprises and their activities; 3) consult institutions exercising the State s rights and duties as a participant of the legal person in the state-owned enterprises on the effective management of these enterprises, the implementation of strategies, results of the implementation of long-term and short-term objectives and specific indicators achieved and issue recommendations regarding the improvement of these indicators; 4) consult and provide methodological support to the state-owned enterprises regarding the drawing up of strategies and improvement of management of the stateowned enterprises; 5) submit proposals to the institutions exercising the State s rights and duties as a participant of the legal person in the state-owned enterprises on the issues relating to the determination of dividends or profit contributions; 6) submit proposals to the institutions exercising the State s rights and duties as a participant of the legal person in the state-owned enterprises relating to non-commercial functions performed by these enterprises; 7) perform other functions assigned to it by Government resolutions and relating to coordination of the implementation of management policy of the state-owned enterprises. Article 5. Management of the enterprise 1. Bodies of the enterprise shall be the institution exercising the rights and duties of the owner of the enterprise, the board and the manager of the enterprise. 2. The institution exercising the rights and duties of the owner of the enterprise shall: 1) approve the strategy of the enterprise s activities and determine the enterprise s activity indicators; 2) approve the enterprise s articles of association; 3) approve the estimate of the enterprise s income and expenditure; 4) approve the activity report for the reporting financial year;

6 5) appoint and remove the manager of the enterprise and sign the employment contract with the manager of the enterprise on behalf of the enterprise; 6) approve the job description of the manager of the enterprise; 7) appoint and remove the chairperson of the board and board members; 8) approve the enterprise s sets of annual financial statements the composition whereof is laid down in the Law of the Republic of Lithuania on Financial Statements of Entities (hereinafter: the Law on Financial Statements of Entities ), the distribution of profit/loss; 9) select a certified auditor or an audit firm to carry out an audit of financial statements; 10) set and approve prices and tariffs for services provided by the enterprise, except for the cases where the prices and tariffs are set by the Government or another institution specified by laws in accordance with the procedure laid down in laws or other legal acts; 11) address other issues falling within its powers as laid down in laws. 3. The board shall: 1) approve the estimate of the enterprise s income and expenditure, the strategy of the enterprise s activities, the drafts of the enterprise s activity report for the reporting financial year and the set of annual financial statements as well as distribution of profit/loss and submit them to the institution exercising the rights and duties of the owner of the enterprise; 2) determine the structure of the enterprise; 3) submit proposals to the institution exercising the rights and duties of the owner of the enterprise regarding the setting of prices and tariffs for services provided by the enterprise, except for the cases where the prices and tariffs are set by the Government or another institution specified by laws in accordance with the procedure laid down in laws or other legal acts; 4) ensure the efficient use of the enterprise s property and funds; 5) approve the enterprise s annual plans of asset acquisition and borrowing; 6) take a decision to pledge the assets provided for in laws; 7) approve draft settlement agreements signed by the enterprise; 8) take a decision on the borrowing of funds amounting to 1/20 and more of the owner s capital;

7 9) take a decision to sell the enterprise s tangible fixed assets the book value whereof amounts to 1/20 and more of the owner s capital; 10) take a decision regarding transactions the value whereof amounts to 1/20 and more of the owner s capital; 11) perform other functions established by laws. 4. Board members shall be appointed and removed, on a proposal from the Government, by the institution exercising the rights and duties of the owner of the enterprise. Board members of the enterprise may be civil servants from the institution exercising the rights and duties of the owner of the enterprise and from other state institutions. 5. The manager of the enterprise shall: 1) take decisions on the borrowing of funds amounting to less than 1/20 of the owner s capital; 2) submit information to the board on the enterprise s activity forecasts and plans, indicating the investment amounts required for the following financial year, as well as information on the events of material importance to the enterprise s activities; 3) conclude the enterprise s transactions the value whereof is less than 1/20 of the owner s capital, except for the cases where approval from the board of the enterprise, the institution exercising the rights and duties of the owner of the enterprise or the Government is necessary for the conclusion of a transaction; 4) perform other functions assigned to the powers of the manager of the enterprise by laws, other legal acts and the articles of association of the enterprise. Article 6. Funds of the enterprise and their use 1. The funds of the enterprise shall consist of: 1) payment for the privatisation of shares held by the State by the right of ownership, recovery of debts to the State, organising and coordinating the renovation of state immovable property, the sale of the state immovable property and state land plots assigned to it and other immovable items and payment for management and maintenance services of the state immovable property intended for administrative purposes, calculated in accordance with the procedure established by the Government separately for each activity specified in this paragraph; 2) rent (rents, penalties and other payments) for the leased state immovable property;

8 3) bonuses; 4) funds from the State budget and resource funds which may be allocated for the implementation of programmes in accordance with the procedure established by laws; 5) funds received for the sale, in accordance with the procedure established by laws, of the state immovable property and a land plot assigned to it and other immovable items; 6) borrowed funds; 7) funds received in the course of recovery of debts to the State and administration of loans and other property obligations transferred under agreements; 8) funds for the sale of property equivalent to the owner s capital; 9) other funds. 2. The funds of the enterprise shall be used for: 1) covering the expenses relating to representation of the interests of the State in public limited liability companies and private limited liability companies; 2) attaining the objectives of activities and performing the functions; 3) paying remuneration to employees; 4) acquiring and/or renovating state property on the basis of the Governmentapproved programmes. Article 7. Liability of the enterprise 1. For a period of one year following the date of signing of a privatisation transaction the enterprise shall be held liable for the guarantees and sureties provided by the privatised state-controlled enterprises, for the damage caused to the environment and other obligations which arose prior to the signing of the privatisation transaction and the value whereof exceeds five per cent of the value of the privatisation transaction or five per cent of the nominal value of the shareholding sold, where the value of the transaction does not exceed the nominal value of this shareholding, if the buyer has not been informed of the rise of such obligations or such obligations are mandatory under laws of the Republic of Lithuania and these obligations have not been transferred to the buyer (the person who has acquired the controlling shareholding in the enterprise) on the basis of the concluded privatisation transaction. 2. A decision on the discharge of obligations shall be adopted by the Government, where the total value of the obligations referred to in paragraph 1 of this Article per transaction exceeds 1/3 of the revenue received by the enterprise from this transaction.

9 3. The enterprise shall not be held liable for the obligations of privatised statecontrolled enterprises which arose after the date of conclusion of the privatisation transaction. 4. The enterprise shall be held liable for its obligations only to the extent of its funds. Assets managed by the right of trust, except for the funds, may not be recovered from the enterprise. Article 8. Equity capital of the enterprise 1. The equity capital of the enterprise shall consist of: 1) the capital of the owner; 2) the capital representing the assets which, under laws, may be owned solely by the State; 3) the capital representing the assets which are used for the performance of functions of state institutions and establishments and which are transferred to the enterprise for management, use and disposal by the right of trust; 4) the legal reserve; 5) the revaluation reserve/results; 6) other reserves; 7) retained profit/loss. 2. The capital of the owner of the enterprise shall consist of the value of the assets transferred to the enterprise by its owner, unless these are assets which, under laws, may be owned solely by the State or are a state grant. Article 9. Assets of the enterprise 1. The assets transferred by the owner of the enterprise as well as the assets acquired by the enterprise shall belong to the State by the right of ownership. 2. The assets representing the owner s capital, transferred to the enterprise by the right of trust, shall be indicated in the balance sheet of the enterprise. 3. The assets representing a share of the equity capital, which are used for the performance of functions of state institutions and establishments and which are transferred to the enterprise for management, use and disposal by the right of trust, shall be indicated in the balance sheet of the enterprise.

10 4. The assets managed by the enterprise by the right of trust and intended for sale and/or privatisation shall be indicated in the balance-sheet accounts of reserves and obligations. Article 10. Set of financial statements of the enterprise The set of financial statements of the enterprise shall be drawn up in accordance with the procedure laid down in the Law on Financial Statements of Entities and other laws. Article 11. Reorganisation, conversion and liquidation of the enterprise The enterprise shall be reorganised, converted and liquidated in accordance with the procedure established by laws of the Republic of Lithuania. Article 12. Final Provisions 1. The state enterprise State Property Fund shall be reorganised by way of merger by acquisition by merging the state enterprise State Property Fund being reorganised with the state enterprise Turto Bankas participating in the reorganisation. 2. The manager of centrally managed state assets shall be an enterprise continuing after reorganisation whereto all the rights and duties of the state enterprise State Property Fund being reorganised and state assets managed by the right of trust as on 30 September 2014 are passed. Article 13. Entry into force and implementation of the Law 1. This Law, except for Article 12 of this Law and paragraph 2 of this Article, shall enter into force on 1 October The Government or a state institution authorised by it shall, by 30 September 2014, perform the actions necessary for the reorganisation of the state enterprise State Property Fund by merging it with the state enterprise Turto Bankas participating in the reorganisation. Article 14. Repealing of laws 1. Republic of Lithuania Law No XI-1108 on the State Enterprise Turto Bankas shall be repealed.

11 2. Republic of Lithuania Law No VIII-482 on the State Property Fund with all the amendments shall be repealed. I promulgate this Law passed by the Seimas of Republic of Lithuania. PRESIDENT OF THE REPUBLIC DALIA GRYBAUSKAITĖ