At the initiative and by resolution of the Management Board of the joint-stock company LIETUVOS ENERGIJA (company code 220551550, registered address Elektrinės g. 21, Elektrėnai), extraordinary general shareholders meetings of the joint-stock company LIETUVOS ENERGIJA and LITGRID Turtas AB, which after spin-off will start its activity are convened on October 28, 2010. The shareholders meeting of the Company will be held at the address Elektrinės g. 21, Elektrėnai, the Republic of Lithuania. Starting time of the meeting - 10:00 AM, October 28, 2010. Starting time of shareholders registration: 9:00 AM, October 28, 2010. Finishing time of shareholders registration: 9:55 AM, October 28, 2010. The shareholders meeting of LITGRID Turtas will be held at the address Elektrinės g. 21, Elektrėnai, the Republic of Lithuania. Starting time of the meeting - 11:00 AM, October 28, 2010. Starting time of shareholders registration: 10:45 AM, October 28, 2010. Finishing time of shareholders registration: 10:55 AM, October 28, 2010. The established date for the headcount of the shareholders of the extraordinary general shareholders meetings is October 21, 2010. Only such persons shall have a right to participate and vote at the extraordinary general shareholders meetings, who by the end of the day of headcount of the shareholders of the extraordinary general shareholders meetings are shareholders of the joint-stock company LIETUVOS ENERGIJA. The rights accounting day of the extraordinary general shareholders meeting shall be November 12, 2010. The property rights of the shareholders, enforced in Items 1-4 of Part 1 of Article 15 of the Law of the Republic of Lithuania on Joint-stock Companies, shall be held by such persons who by the end of the rights accounting day of the meeting are shareholders of the Company. The agenda of the meeting of the Company and the proposed draft resolutions are as follows: 1. Regarding spin-off of Lietuvos Energija AB. The following draft resolution is proposed: „1. Following the Law on the Joint-stock Companies of the Republic of Lithuania, Article 17, Part 1, and Spin-off Conditions, to separate from Lietuvos Energija AB a part of its activity, including the activities of transmission system operator and electricity market operator, performed directly by Lietuvos Energija AB and indirectly via its subsidiary companies as well as a part of information technologies activities and other activities in the field of electricity sector, related to the activity of transmission system operator, and on the basis of assets, rights and duties, assigned to this spun-off part, to establish a single company of the same legal status - LITGRID Turtas AB which after spin-off will perform activity transferred to it. 2. To approve spin-off conditions of Lietuvos Energija AB, following which, through separation of a part of activity of Lietuvos Energija AB, under conditions defined in the spin-off conditions, LITGRID Turtas AB, a new company of the same legal status, is established, which after spin-off will perform activity transferred to it, and to which after spin-off, under procedure established in the conditions, will be transferred a part of assets, rights and duties of Lietuvos Energija AB, related to the part to be spun-off (attached). 3. To approve the revised articles of association of Lietuvos Energija AB, which will continue its activity after spin-off (attached). To authorize Mr. Aloyzas Koryzna, Chief Executive Officer of Lietuvos Energija AB, to sign the revised Articles of Association of Lietuvos Energija AB. 4. To approve articles of association of LITGRID Turtas AB, which after spin-off will start its operation (attached). To authorize Mr. Vidmantas Grušas, Chief Executive Officer of LITGRID AB, to sign articles of association of LITGRID Turtas AB. 5. To authorize the Chief Executive Officer of Lietuvos Energija AB, under procedure established by legal acts, to publicly announce, submit to the notary, Register of Legal Entities and shareholders the spin-off conditions of Lietuvos Energija AB and other necessary information and documents, as well as to perform, under procedure established by legal acts, all necessary actions regarding the registration of changed articles of association of Lietuvos Energija AB and regarding registration of LITGRID Turtas AB in the Register of Legal Entities, also to perform all other actions, related to the implementation of this decision and spin-off of Lietuvos Energija AB, by endowing the Chief Executive Officer of Lietuvos Energija AB with a right to re-authorize other persons for the performance of actions indicated in this resolution at full scope. The agenda of the meeting and the proposed draft resolutions of LITGRID Turtas AB are as follows: 1. Regarding election of the Management Board of LITGRID Turtas AB. The following draft resolution is proposed: „1. To appoint the below-listed persons for a 4 (four) year term to the position of members of the Management Board of LITGRID Turtas AB, which after spin-off will start activity: 1.1. Romas Švedas, personal code [not to be disclosed], address of residence [not to be disclosed]; 1.2. Violeta Greičiuvienė, personal code [not to be disclosed], address of residence [not to be disclosed]; 1.3. Renatas Šumskis, personal code [not to be disclosed], address of residence [not to be disclosed]; 1.4. Vidmantas Grušas, personal code [not to be disclosed], address of residence [not to be disclosed]; 2. LITGRID Turtas AB, which after spin-off will start its activity, to appoint Mr. Virgilijus Poderys, for a 4 (four) year term to the position of a member of the Management Board, personal code [not to be disclosed], address of residence [not to be disclosed], by defining that this resolution regarding appointment of Virgilijus Poderys to the position of a member of the Management Board, becomes effective on December 8, 2010.“ A shareholder or its authorized person shall have a right to vote in advance in writing by filling a general voting ballot. If the shareholder, holding a right of vote or its duly authorized representative demands so in writing, the Company shall prepare and not later than 10 days prior to the extraordinary general shareholders meetings shall send a general voting ballot by registered mail or shall present it in person and confirm the receipt by signature. The general voting ballot is also available at the website of the Company http://www.le.lt, folder “Investuotojams“ The filled and signed general voting ballot and the document, confirming the right of vote may be presented to the Company by registered mail or handed over directly at the premises of the company with the address Elektrinės g. 21, Elektrėnai, not later than by the end of the office hours (16:30) of October 27, 2010. The company retains the right not to register the advance vote of the shareholder or its authorized person, if its presented general voting ballot is not compliant with requirements, set forth in Parts 3 and 4, Article 30 of the Law on Joint-stock Companies of the Republic of Lithuania, its presentation is overdue or it is filled in the manner whereby ascertaining of the actual will of the shareholder is impossible. The persons at the extraordinary general shareholders meetings shall have a right to vote by power of attorney. The power of attorney is deemed a written document, issued by one person (issuer of power of attorney) to another person (the recipient of power of attorney) to represent the issuer of power of attorney while contacting third persons. The power of attorney on behalf of a physical person to perform actions, related to legal persons, except for cases prescribed by law, allowing issuance of the power of attorney in another form, shall be signed by the notary. The authorized persons shall have a document, confirming the identity of the person and the power of attorney, approved as prescribed by law, which shall be presented not later than by the finishing time of the shareholders registration of the extraordinary general shareholders meetings. The authorized person has the same rights at the convened general shareholders meetings as would be had by the shareholder who is being represented. The shareholders, holding a right to participate at the extraordinary general shareholders meetings, shall have a right to authorize by means of electronic communications a physical or legal entity to take part or cast vote on their behalf at the extraordinary general shareholders meetings. Such authorization shall not require notary approval. The company shall deem valid the authorization issued by electronic means only provided that the shareholder signs it by an electronic signature, generated by a secure signature-generating software and attested qualified certificate, valid within the Republic of Lithuania, i.e. the security of the transmitted information is ensured and a possibility of identification of the shareholder is provided. The shareholder shall inform in writing the Company about such authorization, issued by electronic means, by sending such notification by email at info@lpc.lt not later than end of office hours (16:30) of October 27, 2010. At the extraordinary general shareholders meeting there will be no participation or voting by electronic means. Jūratė Kavaliauskaitė, tel. +370 619 62 019
Regarding Agenda and Proposed Draft Resolutions of Extraordinary Shareholders Meetings of Joint-stock Company LIETUVOS ENERGIJA and LITGRID Turtas AB, which after Spin-off will Start its Activity
| Source: Lietuvos Energija AB