The agenda of the General Meeting of Shareholders of PLLC Kauno Energija (code of enterprise 235014830, address Raudondvario av. 84, Kaunas) convoked on 26 April 2019 is supplemented with item 5 by the initiative of Kaunas city municipality administration.
The date of General meeting is 26 April 2019, Frday. Time – 10 a.m. Place – Company’s hall at Raudondvario av. 86A, Kaunas, Lithuania. Registration of shareholders starts at 9.30 a.m.
The supplemented agenda and the resolutions projects for the General meeting of shareholders:
1. Approval of Consolidated and Company’s Financial statements of the year 2018, prepared according to the International Financial Reporting Standards accredited to use in European Union, presented together with Consolidated Annual Report and Conclusion of independent auditor.
The resolution project is to approve the audited PLLC Kauno Energija Consolidated and Company’s Financial Statements of the year 2018, prepared according to the International Financial Reporting Standards accredited to use in European Union, presented together with Consolidated Annual Report and Conclusion of independent auditor (included).
2. Allocation of PLLC Kauno Energija profit (loss) of the year 2018.
The resolution project is to allocate PLLC Kauno Energija profit (loss) of the year 2018 in accordance to the profit (loss) allocation project provided to the General meeting of shareholders by the administration of PLLC Kauno Energija (included).
3. Election of audit company and determination of terms of reimbursement for audit services.
The resolution project is:
1) To elect the group of providers LLC Auditas and LLC Nexia JK, for auditing of Consolidated and Company's Financial Statements for the years 2019 and 2020 of PLLC Kauno Energija activities (hereinafter - audit) and for the audit of expenses attributable to regulated activities, which are covered by the income of regulated activities.
2) To determine that the price for audit services of PLLC Kauno Energija Consolidated and Company’s Financial Statements of the year 2019 amounts to EUR 20,860.00 plus VAT, and for the audit of the year 2020 – to EUR 19,900.00 plus VAT. The term of payment is 30 calendar days from the date of receiving of VAT invoices.
3) To determine that the price for audit services of expenses attributable to regulated activities, which are covered by the income of regulated activities of PLLC Kauno Energija and its subsidiary LLC Petrašiūnų Katilinė for the year 2019 amounts to EUR 8,000.00 plus VAT, and for the audit of the year 2020 – to EUR 7,800.00 plus VAT. The term of payment is 30 calendar days from the date of receiving of VAT invoices.
4) To determine that the price for audit services of Financial Statements of PLLC Kauno Energija subsidiaries LLC Kauno Energija NT and LLC Petrašiūnų Katilinė of the year 2019 amounts to EUR 9,000.00 plus VAT, and for the audit of the year 2020 – to EUR 8,400.00 plus VAT. The term of payment is 30 calendar days from the date of receiving of VAT invoices.
4. Regarding the amendment of the Statutes of PLLC Kauno Energija, determining in them that the seal of the Company is not used, and the signed documents and transactions are valid without a stamp.
The resolution project is to amend the Statutes of PLLC Kauno Energija stating them in new edition and to authorize Director of Production Department, (and Interim Director General) Vaidas Šleivys sign the text of amended Statutes of PLLC Kauno Energija (included).
5. Regarding the election of the Supervisory Board of PLLC Kauno Energija.
The resolution project is to elect the Supervisory Board of PLLC Kauno Energija:
- Ramunė Bičkauskienė – as an independent member of the Supervisory Board with a competence in strategic planning and management;
- Antanas Etneris - as an independent member of the Supervisory Board with a competence in strategic planning and management;
- Visvaldas Matijošaitis;
- Andrius Palionis;
- Konstantinas Pesenka - as an independent member of the Supervisory Board with a competence in management;
- Mindaugas Šimkus - as an independent member of the Supervisory Board with a competence in finances;
- Visvaldas Varžinskas.
PLLC Kauno Energija shall not provide the possibility to participate and vote in the General meeting of shareholders through electronic communication channels.
The account date of General meeting of shareholders – 18 April 2019. Persons, who will own the shares of PLLC Kauno Energija as at the end of the working day of 18 April 2019, are entitled to take part and to vote General meeting of shareholders.
Share capital of PLLC Kauno Energija is divided into 42,802,143 (forty-two million eight hundred and two thousand one hundred forty-three) ordinary registered shares. All these shares carry the right to vote with their shareholders.
The person participating in General meeting of Shareholders must submit an identity document. A person who is not a shareholder must also submit a document confirming the right to vote at the General meeting of shareholders along with this document. The authorized person shall have the same rights as it should represent by the shareholder at the General meeting of shareholders. Shareholder's right to attend the General meeting of shareholders also include the right to ask questions.
Please be informed that shareholders, who are entitled to participate at the General meeting of shareholders, carry the right to authorize physical or legal person to attend and vote on behalf of them at the General meeting of shareholders by electronic means. Power of attorney that is issued by the shareholder must be submitted by sending e-mail s.meskauskas@kaunoenergija.lt not later than until the end of working day of 25 April 2019 (4.30 p.m.).
Please be informed that issues which are included into agenda of the General meeting of shareholders can be voted in written by completing the general ballot paper. If the person who had completed the general ballot paper is not a shareholder, the completed general ballot paper must be accompanied by a document confirming the voting right. The duly completed general ballot paper (voting bulletin) should be sent by mail or delivered directly to the Company's office at Raudondvario av. 84, room 208, Kaunas till 26 April 2019 (10.00 a.m.). The Company reserves the right not to include in the shareholder vote early, if the general ballot paper does not meet the third and fourth parts of the 30 Article of Law on Companies requirements or the general ballot paper is written in a way that it is impossible to establish shareholders’ will on a separate issue.
The agenda of the General meeting of shareholders may be supplemented by initiative of shareholders who own shares no less than 1/20 of all the votes. Proposals to the agenda of the General meeting of shareholders may be submitted by mail or delivered to the Company's representative office at Raudondvario av. 84, room 208, Kaunas no later than 12 April 2019.
Please be informed that the resolution projects or explanations on each of the proposed issue if the resolutions shall not be adopted, must be submitted along with a proposal to supplement to the agenda of the General meeting of shareholders.
Please be informed that, shareholders who own shares with no less than 1/20 of all votes carry the right to propose new resolutions projects related to the issues included into agenda at any time before the General Meeting of Shareholders or during the meeting in written or by mail.
Shareholders have the right to submit the questions to the Company, concerning the agenda of the General Meeting of Shareholders of 26 April 2019. Questions may be submitted by e-mail s.meskauskas@kaunoenergija.lt or delivered directly to the Company's office at Raudondvario av. 84, room 208, Kaunas, not later than till the end of the working day of 17 April 2019 (4.30 p.m.).
The shareholders can get acquainted with Company’s documents related to the agenda of shareholders meeting, with resolutions projects of the meeting and with the information related actualization of shareholders' rights starting from 1 April 2019 by coming to the Company at Raudondvario av. 84, Kaunas, room 208 or on the Company’s website at (http://www.kaunoenergija.lt).
Loreta Miliauskienė, Head of the Economics Department, tel. +370 37 305 855
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