As initiated and decided by the Board of Directors of AB Lietuvos Dujos (company code 120059523, the address of the head office: Aguonų g. 24, LT-03212 Vilnius, The Republic of Lithuania) the General Meeting of Shareholders of AB Lietuvos Dujos (hereinafter referred to as “the Company”) will be convened at 10.00 a.m. on Monday, 23 April 2012, 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., 23 April 2012.
The registration of shareholders will be stopped at 9.45 a.m., 23 April 2012.
The Record Date of the Annual General Meeting of Shareholders: 16 April 2012. Persons who are shareholders of the Company at the end of the Record Day (16 April 2012) 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.
On 23 March 2012, the Board of Directors approved the Agenda and Draft Resolutions on the proposed Agenda items of the General Meeting of Shareholders.
Agenda:
1) Auditor’s report on AB Lietuvos Dujos consolidated and parent company’s financial statements for the year ended 31 December 2011 as well as the AB Lietuvos Dujos Consolidated Annual Report 2011.
2) Information of the Audit Committee.
3) AB Lietuvos Dujos Consolidated Annual Report 2011.
4) Approval of AB Lietuvos Dujos consolidated and parent company's financial statements for the year ended 31 December 2011.
5) Approval of the Profit Appropriation of AB Lietuvos Dujos for 2011.
6) Election of the audit company and setting the terms of remuneration for audit services.
Draft Resolutions of 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 2011 as well as the 2011 Consolidated Annual Report of AB Lietuvos Dujos.
Draft Resolution:
When taking decisions regarding approval of AB Lietuvos Dujos consolidated and parent company’s financial statements for the year ended 31 December 2011 and AB Lietuvos Dujos Consolidated Annual Report 2011, to take note of the opinion presented in the Independent auditor’s report to the shareholders of AB Lietuvos Dujos.
2) Information of the Audit Committee.
Draft Resolution:
To take note of the information presented by the Audit Committee on its activities.
3) AB Lietuvos Dujos Consolidated Annual Report 2011.
Draft Resolution:
To approve AB Lietuvos Dujos Consolidated Annual Report 2011.
4) Approval of AB Lietuvos Dujos consolidated and parent company's financial statements for the year ended 31 December 2011.
Draft Resolution:
To approve AB Lietuvos Dujos consolidated and parent company’s financial statements for the year ended 31 December 2011.
| 5) Approval of the Profit Appropriation of AB Lietuvos Dujos for 2011. |
Draft Resolution:
To approve the Profit Appropriation of AB Lietuvos Dujos for 2011.
6) The election of the audit company and setting the terms of remuneration for audit services.
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 2012 and the statements related thereto and to set LTL 104.0 thousand (exclusive of VAT) remuneration for the services of auditing the financial statements and the statements related thereto.
The Board of Directors proposes to the General Meeting of Shareholders for the year 2011 to pay dividend in amount of LTL 0.153 (EUR 0.044) per share with par value of LTL 1. The shareholders’ property rights record date is 8 May 2012. Persons who will be the Company’s shareholders at the end of 8 May 2012 will be entitled to receive the dividends.
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.) from 2 April 2012 in the head office of the Company at Aguonų g. 24 Vilnius, tel. (+370 5) 236 0135, 236 0216. These documents are also available in e-format on the Central Database of Regulated Information (www.crib.lt) and the website of the Company www.dujos.lt.
Annexes:
General Ballot Paper (.pdf)
Power of Attorney (.pdf)
Shareholders Rights (.pdf)
Confirmation of responsible persons (.pdf)
Annual Report 2011 (.pdf)
Governance Code 2011 (.pdf)
Financial Statements 2011 (.pdf)
Profit Appropriation (.pdf)
Information on the Activities of the Audit Committee (.pdf)
Authorised persons:
Jolita Butkiene
Officer (public relations) of Strategic Development Division
tel. +370 5 236 01 35
Algirdas Mikulenas
Head of Secretariat
tel. +370 5 236 02 16
