Vilnius, Lithuania, 2013-05-15 14:27 CEST (GLOBE NEWSWIRE) -- 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 Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos (hereinafter referred to as “the Company”) will be convened at 9.00 a.m., 11 June 2013, the venue of the Meeting being set: the conference hall on Floor 2 at Aguonų g. 24, LT-03212 Vilnius.
The Agenda of the Meeting:
- Approval of the spin-off and of the Terms and Conditions of the Spin-Off of AB Lietuvos Dujos;
- Approval of the amended wording of the Bylaws of AB Lietuvos Dujos and granting authorizations to sign these documents;
- Election of the managing bodies of AB Lietuvos Dujos;
- Approval of the Bylaws of AB Amber Grid established after the spin-off and granting authorizations to sign the Bylaws of the new company.
The registration of shareholders will start at 8.00 a.m., 11 June 2013.
The registration of shareholders will be stopped at 8.45 a.m., 11 June 2013.
The Record Date of the General Meeting of Shareholders: 4 June 2013. Persons who are shareholders of the company at the end of the Record Day (4 June 2013) are entitled to attend the General Meeting of Shareholders and to vote at the meeting.
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 14 May 2013, the Board of Directors of the Company approved the Agenda and Draft Resolutions of the General Meeting of Shareholders:
1) Approval of the spin-off and of the Terms and Conditions of the Spin-Off of AB Lietuvos Dujos.
Draft Resolution:
To approve the Terms and Conditions of the Spin-Off of AB Lietuvos Dujos (attached) and, in accordance with the terms and conditions thereof, to unbundle the spin-off part (the activity of natural gas transmission of AB Lietuvos Dujos) from AB Lietuvos Dujos which continues its activities after the spin-off and, on the basis of the assets, rights and obligations assigned to this part, to establish a new company AB Amber Grid.
2) Approval of the amended wording of the Bylaws of AB Lietuvos Dujos and granting authorizations to sign these documents.
Draft Resolution:
To approve the amended wording of the Bylaws of AB Lietuvos Dujos (attached). To authorise the General Manager of AB Lietuvos Dujos Viktoras Valentukevičius to sign, either personally or through an authorised person, the amended wording of the Bylaws of AB Lietuvos Dujos and perform all actions related to the registration of the Bylaws with the Register of Legal Entities of the Republic of Lithuania.
3) Election of the managing bodies of AB Lietuvos Dujos.
Draft Resolution:
To establish that the structure of the managing bodies in AB Lietuvos Dujos which will continue its activity after the spin-off will not change – the General Meeting of Shareholders, the Board of Directors and the Chief Executive Officer will continue functioning in AB Lietuvos Dujos.
To approve that the members of the Board of Directors of AB Lietuvos Dujos which will continue its activity after the spin-off – Dr. Valery Golubev, Uwe Fip, Dr. Achim Saul, Kirill Seleznev, Valdas Lastauskas will further hold their office.
4) Approval of the Bylaws of AB Amber Grid established after the spin-off and granting authorizations to sign the Bylaws of the new company.
Draft Resolution:
To approve the Bylaws of AB Amber Grid established after the spin-off (attached). To authorise the Chief Executive Officer of AB Amber Grid to sign, either personally or through an authorised representative, the Bylaws of AB Amber Grid and perform all actions related to the registration of AB Amber Grid and its Bylaws with the Register of Legal Entities of the Republic of Lithuania.
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 20 May 2013 in the head office of the Company at Aguonų g. 24 Vilnius, tel. (+370 5) 236 0145. These documents are also presented on the Central Database of Regulated Information www.crib.lt and the website of the Company www.dujos.lt.
Annexes:
1. General Ballot Paper of AB Lietuvos Dujos (.pdf)
2. Power of Attorney of AB Lietuvos Dujos (.pdf)
3. Shareholders Rights of AB Lietuvos Dujos (.pdf)
4. Terms and Conditions of the Spin-off of AB Lietuvos Dujos (.pdf)
5. Bylaws of AB Lietuvos Dujos (project) (.pdf)
6. Bylaws of AB Amber Grid (project) (.pdf)
Authorised person:
Reda Aglinskiene
Head of the Legal Division
tel. +370 5 236 0240
