Vilnius, Lithuania, 2015-05-04 16:00 CEST (GLOBE NEWSWIRE) -- AB Lietuvos Dujos, (company code 120059523, the address of the head office: Aguonų str. 24, LT-03212 Vilnius, The Republic of Lithuania) (hereinafter – the Company, AB Lietuvos Dujos), the total number of registered ordinary shares issued by the Company 290 685 740, shares grants 290 685 740 votes.
On 4 May, 2015 the Company received a request from the Company’s shareholder - „Lietuvos Energija“, UAB, holding 96,64 percent shares of the Company – to convene the Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos. An Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos is to be convened by the decision of the Board of Directors of the Company on 4 May 2015.
The date, time and place of the Extraordinary General Meeting of Shareholders: The Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos will be held on 29 May 2015, at 11.00 a.m., at at the head office of AB Lietuvos Dujos, Aguonų str. 24, LT-03212 Vilnius, conference hall on Floor 2.
The registration of shareholders will start at 10.25 a.m., 29 May 2015.
The registration of shareholders will be stopped at 10.55 a.m., 29 May 2015.
The Record Date of the Annual General Meeting of Shareholders: 22 May 2015. Persons who are shareholders of the Company at the end of the Record Day (22 May 2015) are entitled to attend the General Meeting of Shareholders and to vote at the meeting.
The following agenda of the Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos and proposed draft decision were approved by the decision of the Board of Directors of the Company on 4 May 2015:
Agenda of the Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos:
- Regarding the approval of drafting the reorganization conditions and the delegation to draft the reorganization conditions.
The proposed draft decision of the General Meeting of Shareholders of AB Lietuvos Dujos on the abovementioned agenda item:
1. Regarding the approval of drafting the reorganization conditions and the delegation to draft the reorganization conditions.
„1.1. To approve the drafting of the conditions of reorganization by way of merger of AB LESTO and AB Lietuvos Dujos.
1.2. To delegate to the Board of Directors of AB Lietuvos Dujos together with the Board of Directors of AB LESTO to draft the conditions of reorganization by way of merger of AB LESTO and AB „Lietuvos Dujos, and to perform all the procedures indicated in the laws, which are necessary to implement this resolution."
A person attending the General Meeting of Shareholders and entitled to vote shall present a document for proof of personal identity. A person who is not a shareholder shall in addition present a document certifying his right to vote at the General Meeting of Shareholders. Shareholders participating in the General Meeting of Shareholders of AB Lietuvos Dujos shall produce an identity document. Shareholders shall be granted pecuniary and non-pecuniary rights provided for by laws and other legal acts of the Republic of Lithuania. Shareholders entitled to participate in the aforementioned shareholder meeting shall have the right to authorise, in writing, a natural or legal person to participate and vote on their behalf at the General Meetings of Shareholders indicated in this notice. Such a written authorisation shall be approved in accordance with the procedure laid down in legal acts and shall be delivered to Aguonų str. 24, Vilnius no later than by the end of shareholder registration for a relevant General Meeting. Shareholders entitled to participate in the General Meeting of Shareholders of AB Lietuvos Dujos shall also have the right to authorise, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the General Meeting of Shareholders. An authorisation issued by electronic means of communication shall be recognised as valid provided that the security of the information transferred is ensured and it is possible to identify the shareholder. Shareholders shall report the issuance of an authorisation by electronic means of communication by sending it by e-mail to ld@lietuvosdujos.lt not later than by the end of the working day on 28 May 2015 (16:30 p.m.). The authorised person shall have an identity document and shall enjoy the same rights at the General Meeting as the shareholder represented by him would enjoy (unless the issued authorisation or laws provide for narrower rights of the authorised person). The shareholder’s right to participate in the General Meeting of Shareholders shall also include the right to ask. AB Lietuvos dujos has not approved any special authorisation form of the abovementioned 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 agenda of the General Meeting of Shareholders of AB Lietuvos Dujos may be supplemented on the initiative of shareholders of the Company whose shares held in the Company carry at least 1/20 of all votes at the General Meeting of Shareholders of AB Lietuvos Dujos. The proposal to supplement the agenda of the respective General Meeting of Shareholders shall be accompanied by draft decisions or, where no decisions have to be taken, by explanations on each proposed agenda item of the Ordinary General Meeting of Shareholders. The agenda shall be supplemented if the proposal is received no later than 14 before the respective General Meeting of Shareholders. Shareholders whose shares held in AB Lietuvos Dujos carry at least 1/20 of all votes at the General Meeting of Shareholders of the Company shall have the right to propose, at any time before the General Meeting of Shareholders of AB Lietuvos Dujos, new draft decisions on issues that are included or will be included in the agendas of the General Meeting of Shareholders of AB Lietuvos Dujos. Proposals on the supplementation of the respective agenda or relevant draft decisions shall be submitted in writing to AB Lietuvos Dujos, Aguonų str. 24, Vilnius, or by e-mail to ld@lietuvosdujos.lt.
Shareholders of AB Lietuvos Dujos shall have the right to present questions related to the agenda of the General Meeting of Shareholders of Company. Questions may be presented by e-mail to ld@lietuvosdujos.lt or delivered to AB Lietuvos Dujos to Aguonų srt. 24, Vilnius, no later than 3 working days before the General Meeting of Shareholders.
Shareholders will be able to vote on the agenda items of the General Meeting of Shareholders of AB Lietuvos Dujos in writing by filling in ballot papers. At the request of a shareholder, AB Lietuvos Dujos shall send, free of charge, a ballot paper to the shareholder by registered post or deliver it by hand against signature no later than 10 days before the General Meeting of Shareholders of AB Lietuvos Dujos. A completed ballot paper shall be signed by the shareholder or a person authorised by the shareholder. Where a person authorised by the shareholder casts a vote, a document certifying the right to vote shall be attached to the completed ballot paper. Filled and signed general ballot paper and the document confirming the voting right can be sent to the Company by registered mail or delivered at Aguonų str. 24, Vilnius, no later before the General Meeting of Shareholders. The Company retains the right not to recognize the advance vote of the shareholder or his/her authorised representative, if his/her submitted general ballot paper does not meet the requirements of Paragraphs 3 and 4 of Article 30 of the Law on Companies of the Republic of Lithuania, was received to late or is filled so that the true will of the shareholder on an individual matter cannot be determined. Electronic means of communication shall not be used for participation and voting at either of the abovementioned General Meeting of Shareholders.
Shareholders can get familiar with documents related to the agenda of the General Meeting of Shareholders of AB Lietuvos Dujos, draft decisions on the agenda, documents to be submitted to General Meeting of Shareholders and other information related to the implementation of the rights of shareholders specified in this notice on the website of AB Lietuvos Dujos at www.lietuvosdujos.lt from the date of this notice as well as on the premises of AB Lietuvos Dujos (Aguonų str. 24, Vilnius) during working hours (7.30–11.30 a.m. and 12.15–4.30 p.m.; 7.30–11.30 a.m. and 12.15–3.15 p.m. on Fridays).
Laura Šebekienė
Head of Communications
Ph. +370 633 99940
Email: l.sebekiene@lietuvosdujos.lt