Elektrėnai, Lithuania, 2010-12-29 14:29 CET (GLOBE NEWSWIRE) -- On the initiative and decision of the Board of public limited liability company LIETUVOS ENERGIJA (legal entity code: 220551550, registered office: Elektrinės g. 21, Elektrėnai) an extraordinary General Shareholders’ Meeting of public limited liability company LIETUVOS ENERGIJA (hereinafter – the Company) is convened on 19 January 2011.
The Shareholders’ Meeting of the Company will take place at Elektrinės g. 21, Elektrėnai, Republic of Lithuania. The beginning of the meeting – 19 January 2011, 10:00 a.m.The start of registration of the shareholders: 19 January 2011, 9:30 a.m. The closure of registration of the shareholders: 19 January 2011, 9:55 a.m.
The shareholders’ registration day of the extraordinary General Shareholders’ Meeting has been scheduled to take place on 12 January 2011. Only those persons who are the shareholders of the Company at the close of the shareholders’ registration day of the extraordinary General Shareholders’ Meeting have the right to attend and vote in the extraordinary General Shareholders’ Meeting.
The rights’ accounting day of the extraordinary General Shareholders’ Meeting of the Company has been scheduled to take place on 2 February 2011. The property rights provided for in Article 15(1), items 1-4 of the Law on Companies will be held by the persons who are the shareholders of the Company at the close of the rights’ accounting day of the Meeting.
The Draft Agenda and the proposed Draft Resolution of the Company’s Meeting:
1. Regarding the preparation of the reorganisation terms and conditions of public limited liability company LIETUVOS ENERGIJA and public limited liability company LIETUVOS ELEKTRINĖ.
Proposed Draft Resolution:
“1. To obligate the Board of public limited liability company Lietuvos energija, in co-operation with the Board of public limited liability company Lietuvos elektrinė (public limited liability company incorporated under the laws of the Republic of Lithuania, with registered office at Elektrinės g. 21, Elektrėnai, Republic of Lithuania, legal entity code: 110870933, registered in the Register of Legal Entities of the Republic of Lithuania), to prepare the terms and conditions of the reorganisation of public limited liability company Lietuvos energija and public limited liability company Lietuvos elektrinė by way of merger (Article 2.97(2) of the Civil Code of the Republic of Lithuania).”
2. Regarding the amendment of the Articles of Association of public limited liability company LIETUVOS ENERGIJA.
Proposed Draft Resolution:
“2.1. To amend the Articles of Association of public limited liability company Lietuvos energija by providing for additional powers of the Board of public limited liability company Lietuvos energija to approve total (maximum) number of employees, to take decisions to grant charity and sponsorship and consider issues with regard to branch and agency establishment and activity termination and candidates from public limited liability company Lietuvos energija to the Boards of the companies where public limited liability company Lietuvos energija (including subsidiaries) holds an interest or shareholding (amended wording of the Articles of Association is enclosed).
2.2. To authorise the Director General of public limited liability company Lietuvos energija to sign the amended Articles of Association of public limited liability company Lietuvos energija under the procedure prescribed in legal acts and carry out all actions necessary to register the amended Articles of Association in the Register of Legal Entities.”
A shareholder or his/her proxy may vote in advance in writing by filling out a general ballot paper. If the shareholder entitled to vote or his/her duly authorised proxy requests so in writing, the Company will prepare and send the general ballot paper by registered mail or will serve it in person with receipt acknowledged against signature, not later than 10 days before the extraordinary General Shareholders’ Meeting. The general ballot paper is also available on the Company’s website http://www.le.lt, Section “For Shareholders”. A completed and signed general ballot paper and the document attesting to the right to vote may be delivered to the Company by registered mail or in person to the address Elektrinės g. 21, Elektrėnai, not later than by the end of the working day on 18 January 2011 (4:30 p.m.).
The Company reserves the right not to score up the advance vote of the shareholder or his/her proxy, if his/her general ballot paper is not in conformity with the requirements laid down in Article 30, paragraphs 3 and 4 of the Law on Companies of the Republic of Lithuania, if it has been received with delay or if it has been filled out so that it is impossible to ascertain the true will of the shareholder.
Persons have the right to vote in the extraordinary General Shareholders’ Meeting by proxy. A proxy shall be a written document issued by the person (the principal) to another person (the proxy) to represent the principal in determining and maintaining relations with third parties. The proxy to perform the actions on behalf of a natural person in relation to legal persons should be notarised, unless a different form of authorisation is allowed in the cases provided for by laws. Proxies shall have their identity documents and the proxy document approved under the procedure prescribed by laws, which they should present not later than by the closure of the shareholders’ registration day of the extraordinary General Shareholders’ Meeting. A proxy has the same rights as those held by the shareholder he/she represents in the convened General Shareholders’ Meeting.
The shareholders entitled to attend and vote in the extraordinary General Shareholders’ Meeting have the right to authorise, by electronic communication means, a natural or legal person to attend and vote on their behalf in the extraordinary General Shareholders’ Meeting. Such authorisation is not subject to notarisation. The Company recognises the proxy document issued by electronic communication means only if the shareholder signs it by his/her electronic signature, created by secure signature creation software and certified by the qualified certificate valid in the Republic of Lithuania, i.e. if the safety of communicated information is ensured and it is possible to ascertain the shareholder’s identity. The shareholder should notify the Company about such proxy document issued by electronic communication means in writing, sending it by e-mail info@lpc.lt not later than by the end of the working day on 18 January 2011 (4:30 p.m.).
Attendance and voting my electronic communication means will not be available at the extraordinary General Shareholders’ Meeting.
Jūratė Kavaliauskaitė
Head of Communications
Tel. +370 619 62019
E-mail:jurate.kavaliauskaite@lpc.lt
