Vilnius, Lithuania, 2011-04-07 17:53 CEST (GLOBE NEWSWIRE) -- On 25 March 2011, AB Lietuvos Dujos, (legal entity code 120059523, registered office address Aguonų g. 24, LT-03212 Vilnius, the Republic of Lithuania) (hereinafter referred to as the “Company”) publicly announced the draft agenda and draft resolutions of the General Meeting of Shareholders of the Company (hereinafter referred to as the “Meeting”) as approved by the Company’s Board of Directors on 24 March 2011.
On 5 April 2011, the Company received a letter “Re supplement to agenda of the General Meeting of Shareholders of 20 April 2011 and draft resolutions“ by the Ministry of Energy of the Republic of Lithuania, implementing the rights of the shareholder – the Republic of Lithuania – (hereinafter referred to as the “Shareholder”) holding by the right of ownership 83,030,367 (eighty-three million thirty thousand three hundred and sixty-seven) ordinary registered shares with par value of LTL 1 (one litas) amounting to 17.70 percent. By this letter, the Ministry of Energy addresses to the Board of Directors and the CEO of the Company proposing to supplement the agenda of the Meeting as well as proposing new draft resolutions of the items of the agenda of the Meeting that were publicly announced at an earlier date.
The Company has supplemented the agenda of the Meeting with the items and draft resolutions proposed by the Shareholder, and presents them to the General Meeting of Shareholders:
1. Auditor’s report on AB Lietuvos Dujos consolidated and parent company’s financial statements for the year ended 31 December 2010 as well as the AB Lietuvos Dujos Consolidated Annual Report 2010.
The item was proposed by the Board of Directors of the Company. Proposed draft resolution:
When taking decisions regarding approval of AB Lietuvos Dujos consolidated and parent company’s financial statements for the year ended 31 December 2010 and AB Lietuvos Dujos Consolidated Annual Report 2010, to take note of the opinion presented in the Independent auditor’s report to the shareholders of AB Lietuvos Dujos.
See Annex No. 4.
2. Information of the Audit Committee.
The item was proposed by the Board of Directors of the Company. Proposed draft resolution:
To take note of the information presented by the Audit Committee on its activities.
See Annex No. 6.
3. AB Lietuvos Dujos Consolidated Annual Report 2010.
The item was proposed by the Board of Directors of the Company. Proposed draft resolution:
To approve AB Lietuvos Dujos Consolidated Annual Report 2010.
See Annexes No. 5, 7, 8.
4. Approval of AB Lietuvos Dujos consolidated and parent company's financial statements for the year ended 31 December 2010.
The item was proposed by the Board of Directors of the Company. Proposed draft resolution:
To approve AB Lietuvos Dujos consolidated and parent company’s financial statements for the year ended 31 December 2010.
See Annexes No. 4, 5.
5. Approval of the Profit Appropriation of AB Lietuvos Dujos for 2010.
The item was proposed by the Board of Directors of the Company. Proposed draft resolutions:
5.1. To approve the Profit Appropriation of AB Lietuvos Dujos for 2010. (Draft resolution proposed by the Board of Directors of the Company; see Annex No. 9).
5.2. To approve the Profit Appropriation of AB Lietuvos Dujos for 2010. (Draft resolution proposed by the Shareholder; see Annex No. 10)
6. The election of the audit company and setting the terms of remuneration for audit services.
The item was proposed by the Board of Directors of the Company. Proposed draft resolution:
To elect UAB Ernst & Young Baltic as an audit company for the performance of audit of the AB Lietuvos Dujos financial statements as of 31 December 2011 and the statements related thereto and to set LTL 104.0 thousand (VAT exclusive) remuneration for the services of auditing the financial statements and the statements related thereto.
7. Re revoking from office the Members of the Board of Directors.
The item was proposed by the Shareholder. Proposed draft resolution:
To revoke from office the Members of the Board of Directors of the Company Valery Golubev (born on 14 June 1952) and Kirill Seleznev (born on 23 April 1974).
8. Re electing new Members of the Board of Directors.
The item was proposed by the Shareholder. Proposed draft resolution:
To elect two candidates who will receive the largest number of votes at the General Meeting of Shareholders of the Company to the Board of Directors.
9. Re increasing the authorized capital of the Company:
The item was proposed by the Shareholder. Proposed draft resolution:
Pursuant to the Art. 51 of the Law on Companies, to increase the authorized capital of the Company by LTL 151,729,468 (by one hundred fifty-one million seven hundred twenty-nine thousand four hundred sixty-eight litas) i.e. from LTL 469,068,254 (four hundred sixty-nine million sixty-eight thousand two hundred fifty-four litas) to LTL 620,797,722 (six hundred twenty million seven hundred ninety-seven thousand seven hundred and twenty-two litas).
The Company’s authorized capital is being increased by LTL 151,729,468 (one hundred fifty-one million seven hundred twenty-nine thousand four hundred and sixty-eight litas) from the Company’s own resources (the Company’s retained earnings). The authorized capital is being increased by issuing new shares of the Company which will be given free of charge to all the shareholders of the Company. In order to increase the authorized capital, the Company is issuing 151,729,468 (one hundred fifty-one million seven hundred twenty-nine thousand four hundred sixty-eight) ordinary registered shares with par value of LTL 1 (one litas) each.
10. Re obligations to the Board of Directors of the Company.
The item was proposed by the Shareholder. Proposed draft resolution:
To obligate the Board of Directors of the Company:
(i) no later than within 1 (one) month of the day of the present Meeting, to prepare and present to the shareholders of the Company (by making a public announcement) the Company’s plans for the next 12 (twelve) months as to what steps are intended to be undertaken and what works are planned to be actually carried out in implementation of the Company’s strategic projects that are necessary in order to secure the interconnection of the Company’s natural gas network with the natural gas networks of the European Union as well as the natural gas supply system, including (i) the construction of the Interconnector between the Lithuanian natural gas transmission system and the Polish natural gas transmission system; (ii) the construction of the Jurbarkas – Klaipėda gas transmission pipeline, (iii) the infrastructure for the interconnection of the Liquefied Natural Gas Terminal facility into the Lithuanian natural gas transmission system; (iv) enhancement of the throughput capacity of the Šiauliai – Telšiai – Klaipėda gas transmission pipeline, (v) the construction of an Underground Natural Gas Storage facility and/or related interconnection infrastructure facilities;
(ii) at least once every calendar quarter of the year to submit to the Company’s shareholders (by making a public announcement) the Company’s report on the steps undertaken by the Company works actually carried out in implementation of the Company’s strategic projects that are necessary in order to secure the interconnection of the Company’s natural gas network with the natural gas networks of the European Union as well as the natural gas supply system, including (i) construction of the Interconnector between the Lithuanian natural gas transmission system and the Polish natural gas transmission system; (ii) the construction of the Jurbarkas – Klaipėda gas transmission pipeline, (iii) the infrastructure for the interconnection of the Liquefied Natural Gas Terminal facility into the Lithuanian natural gas transmission system; (iv) enhancement of the throughput capacity of the Šiauliai – Telšiai – Klaipėda gas transmission pipeline, (v) the construction of an Underground Natural Gas Storage facility and/or related interconnection infrastructure facilities;
(iii) to make sure that no later than within 1 (one) month of the day of the General Meeting of Shareholders of the Company, negotiations would be started with OAO Gazprom regarding setting a fair and just natural gas procurement price and that no later than within 3 (three) months of the day of the General Meeting of Shareholders of the Company, the newly agreed terms and conditions of the procurement of natural gas supplies form OAO Gazprom would be approved by the Board of Directors of the Company.
(iv) when preparing annual reports for future periods, to include information on (i) the Company’s revenue yielded by the natural gas transit activity, (ii) the Company’s expenditures incurred in connection with the natural gas transit activity, (iii) investments made by the Company related to the natural gas transit activity, (iv) gas transit tariff applied in the course of the reporting period, including the method of the calculation of this tariff (the formula), as well as all the components; (v) the natural gas procurement price paid by the Company in the course of the reporting period, including the method of the calculation of this price (the formula), as well as all the components;
(v) to make sure that the Company’s negotiations regarding the natural gas procurement terms and conditions, as well as negotiations regarding the terms and conditions applicable for the provision by the Company of the natural gas transit service (i) would be conducted in a fair manner, seeking to achieve the best natural gas supply terms and conditions and the lowest supply price and the highest transit service price; (ii) would be conducted exclusively upon proper preparations and upon completion of an exhaustive analysis as to what bargaining arguments could be used by the Company's representatives in the negotiations;
(vi) to adopt the rules of procedure applicable to the decision making, that would ensure that the terms and conditions agreed upon via fair negotiations with respect to the natural gas procurement and with respect to the provision of the natural gas transit service would be subject to approval by the Board of Directors resolution not later than on the 30th of November of each calendar year, and when subjecting the aforesaid terms and conditions for approval by the Company’s Board of Directors, the following mandatory information and documents would be required to be furnished to the Board: (i) as to what specific steps have been taken by the Company’s representatives when conducting the negotiations regarding the terms and conditions of the procurement of natural gas and the terms and conditions of the provision of natural gas transit service, what specific arguments had been prepared for the negotiations, (ii) reasons why the terms and conditions of the procurement of natural gas and the terms and conditions of the provision of natural gas transit service that are being presented for approval should be deemed to be the best terms that the Company could have possibly achieved through negotiations, (iii) the Company’s CEO’s written confirmation that the terms presented for approval had been set as a result of conducting fair negotiations and that the terms presented for approval are in line with the current market conditions, given the volumes of natural gas transmitted in transit and the possibilities for replaceability of the Company’s services.
(vii) to draw up and adopt effective rules for avoiding conflict of interests that would be in line with the international practice.
11. Re Amendments to the Bylaws of the Company.
The item was proposed by the Shareholder. Proposed draft resolution:
(i) In view of the increase of the authorized capital of the Company, to amend Art.4.1 of the Bylaws of the Company so that it would read as follows:
“4.1. The authorized capital of the Company shall be LTL 620,797,722 (six hundred twenty million seven hundred ninety-seven thousand seven hundred and twenty-two litas). The authorized capital of the Company has been divided into 620,797,722 (six hundred twenty million seven hundred ninety-seven thousand seven hundred and twenty-two) ordinary registered shares of LTL 1 (one litas) par value each.”
(ii) To approve the new wording of the Bylaws of the Company and adopt it.
(iii) To authorize the Company’s CEO (with the right of reauthorizing) to sign the new wording of the Company’s Bylaws in accordance with procedure prescribed by law and register the Bylaws in the Register of Legal Entities of the Republic of Lithuania and to perform other actions and sign other documents related to the increase of the authorized capital of the Company and the amendment of the Company’s Bylaws.
See Annex No.11.
It should be reminded:
As initiated and decided by the Board of Directors of the Company the Annual General Meeting of Shareholders will be convened at 10.00 a.m. on Wednesday, 20 April 2011, the venue of the Meeting being set: the conference hall on Floor 2 at Aguonų g. 24, LT-03212 Vilnius.
The registration of shareholders will start at 9.00 a.m., 20 April 2011.
The registration of shareholders will be stopped at 9.45 a.m., 20 April 2011.
The Record Date of the Annual General Meeting of Shareholders: 13 April 2011. Persons who are shareholders of the Company at the end of the Record Day (13 April 2011) are entitled to attend the General Meeting of Shareholders and to vote at the meeting.
Total number of AB Lietuvos Dujos shares amounts to 469 068 254 of LTL 1 par value each. The number of shares that entitles shareholders to vote on the day of the General Meeting of Shareholders is 469 068 254.
A person attending the General Meeting of Shareholders and entitled to vote shall produce a document which is a proof of his personal identity. A person who is not a shareholder shall in addition produce a document certifying his right to vote at the General Meeting of Shareholders.
The company does not provide a possibility of participating in the General Meeting of Shareholders and voting by using electronic means of communications.
The Board of Directors proposes to the General Meeting of Shareholders for the year 2010 to pay dividend in amount of LTL 0.256 (EUR 0.074) per share with par value of LTL 1. The shareholders’ property rights record date is 5 May 2011. Persons who will be the Company’s shareholders at the end of 5 May 2011 will be entitled to receive the dividends.
The Ministry of Energy by the draft resolution presented proposes to pay no dividend to the shareholders for the year 2010.
The shareholders may familiarize themselves with the draft resolutions of the General Meeting of Shareholders and the supplementary material thereof, also with the implementation of the shareholders rights, on workdays from 2.00 p.m. till 4.00 p.m. (on Fridays: till 3.15 p.m.) in the head office of the Company at Aguonų g. 24 Vilnius, tel. (+370 5) 236 0135, 236 0216. These documents are presented in the electronic publication by the Centre of Registers and on the Central Database of Regulated Information (www.crib.lt ) and the website of the Company www.dujos.lt.
Authorized person:
Justinas Stasinskas
Senior Lawyer of the Legal Division
Tel.: +3705 236 01 45
