Elektrenai, Lithuania, 2011-06-10 10:50 CEST (GLOBE NEWSWIRE) -- By the initiative and resolution of the Board of AB Lietuvos energija (corporate code 220551550, registered office at Elektrinės g. 21, Elektrėnai), an extraordinary general meeting of shareholders of AB Lietuvos energija (hereinafter referred to as the Company) is convened on 4 July 2011.
The meeting of shareholders of the Company shall be held at Elektrinės g. 21, Elektrėnai, Republic of Lithuania. The meeting shall start at 9 a.m. on 4 July 2011. The registration of shareholders shall commence at 8.30 a.m. on 4 July 2011. The registration of shareholders shall end at 8.55 a.m. on 4 July 2011.
The shareholder accounting day of the extraordinary general meeting of shareholders of the Company shall be 27 June 2011. Persons who are shareholders of the Company at the closing of the accounting day of the general meeting of shareholders shall have the right to attend and vote at the extraordinary general meeting of shareholders.
The agenda and proposed draft resolutions of the meeting of the Company:
- Regarding the change of the name of AB Lietuvos energija
1. To change the name of AB Lietuvos energija (corporate code 220551550) into AB Lietuvos energijos gamyba.
- Regarding the amendment of the articles of association of AB Lietuvos energija
1. To approve the amended articles of association of AB Lietuvos energija (corporate code 220551550) by respectively entering the changed name of the company, i.e. AB Lietuvos energijos gamyba (the new wording of the articles of association enclosed).
2. To authorise Dalius Misiūnas, the Director General of AB Lietuvos energija (the name changed into AB Lietuvos energijos gamyba), to sign the amended articles of association of AB Lietuvos energija following the procedure prescribed by the law, and to perform all other deeds necessary for the registration of the amended Articles of Association with the Register of Legal Entities.”
- Regarding the reorganisation of AB Lietuvos energija
1. Pursuant to Article 2.97(4) of the Civil Code of the Republic of Lithuania and the terms of reorganisation of AB Lietuvos energija (corporate code 220551550) and AB Lietuvos elektrinė (corporate code 110870933), to reorganise AB Lietuvos energija and AB Lietuvos elektrinė (hereinafter referred to as the Companies) by merge provided in Article 2.97(4) of the Civil Code of the Republic of Lithuania, by merging reorganised Companies (who shall be dissolved as legal entities following the merger) into Lietuvos energija, AB, which shall commence its activities after the reorganisation and which shall become a successor to all assets, rights and obligations after the reorganisation, i.e. a new legal entity – Lietuvos energija, AB – shall emerge as a result of such reorganisation and shall continue activities.
2. To approve the terms of reorganisation of AB Lietuvos energija and AB Lietuvos elektrinė based on which the reorganised Companies shall be merged into a new legal entity, Lietuvos energija, AB, which shall continue activities after the reorganisation of the Companies (enclosed).
3. To approve the new wording of the articles of association of Lietuvos energija, AB, which continues activities after the reorganisation of the Companies (enclosed).
4. To Dalius Misiūnas, the Director General of AB „Lietuvos energija”, to sign the approved wording of the articles of association of Lietuvos energija, AB, to publish the terms of reorganisation of the Companies as well as other required information and documents following the procedure prescribed by the law, to submit them to the notary, to the Register of Legal Entities and to the shareholders, to perform all required deeds necessary for the registration of the articles of association of Lietuvos energija, AB, with the Register of Legal Entities following the procedure prescribed by the law, also to perform all other deeds related to the implementation of this resolution and the reorganisation of the Companies, entitling the Director General of AB Lietuvos energija to transfer the power of attorney to other persons to perform the deeds stated in this resolution in their entirety.
- Regarding the selection of the firm of auditors of AB Lietuvos energija and the setting of the terms of remuneration for auditing services
- To select the firm of auditors UAB PricewaterhouseCoopers (corporate code 111473315, address: J. Jasinskio g. 16 B, LT-01112 Vilnius) for auditing of the financial statement (including the consolidated financial statement) of the company for the year 2011, and to set the remuneration for the said auditing services not exceeding LTL 80,000 (eighty thousand), net of VAT, which shall be paid after the actual provision of services in two stages – LTL 31,000 (thirty one thousand), net of VAT, shall be paid after the completion of the first stage (i.e. the evaluation of the financial period ending 30 June 2011 and the submission of the evaluation report ), and LTL 49,000 (forty nine thousand), net of VAT, shall be paid after the completion of the second stage (i.e. after all auditing services pertaining to the year ending 31 December 2011 are provided); both instalments shall be paid within 60 (sixty) days after the date of the VAT invoice.
By the initiative and resolution of the Board, an extraordinary general meeting of shareholders of Lietuvos energija, AB, which shall commence its activities after the reorganisation, is also convened on 4 July 2011. The expected registered office of Lietuvos energija, AB, shall be at Elektrinės g. 21, Elektrėnai. The code of the legal entity shall be granted to Lietuvos energija, AB; the authorised capital shall be formed following the registration of Lietuvos energija, AB, with AB Juridinių asmenų registras (Register of Legal Entities); ISIN code shall be granted to Lietuvos energija, AB, after the registration of the issue of shares with the Central Securities Depository.
The meeting of shareholders of Lietuvos energija, AB, shall be held at Elektrinės g. 21, Elektrėnai, Republic of Lithuania. The meeting shall start at 11 a.m. on 4 July 2011. The registration of shareholders shall commence at 10.30 a.m. on 4 July 2011. The registration of shareholders shall end at 10.55 a.m. on 4 July 2011.
The shareholder accounting day of the extraordinary general meeting of shareholders of Lietuvos energija, AB, shall be 27 June 2011. Persons who are shareholders of the Company at the closing of the accounting day of the general meeting of shareholders shall have the right to attend and vote at the extraordinary general meeting of shareholders.
The agenda and proposed draft resolutions of the meeting of Lietuvos energija, AB:
1. Regarding the election of members of the Board of Lietuvos energija, AB
1. To elect the following persons as members of the Board of Lietuvos energija, AB, which shall commence its activities after the reorganisation of AB Lietuvos energija and AB Lietuvos elektrinė, for the term of office of 4 (four) years:
1.1. Arvydas Darulis (Personal Number <classified data>, residing at <classified data>);
1.2. Kęstutis Žilėnas (Personal Number <classified data>, residing at <classified data>);
1.3. Aloyzas Vitkauskas (Personal Number <classified data>, residing at <classified data>);
1.4. Šarūnas Vasiliauskas (Personal Number <classified data>, residing at <classified data>);
1.5. Dalius Misiūnas (Personal Number <classified data>, residing at <classified data>).
All statutory information related to the convened extraordinary general meetings of shareholders and annexes to issues on the agenda of such meetings shall be announced on the website of the Company (http://www.le.lt) and in the home page of NASDAQ OMX Vilnius following the procedure established by the law.
A shareholder or his authorised representative shall have the right to vote in writing in advance (by filling in the general ballot papers). If the shareholder entitled to vote or his duly authorised representative requires so in writing, the Company shall prepare the general ballot papers and send them by registered mail or deliver to the shareholder against signed acknowledgement of receipt at least 10 days prior to the extraordinary general meeting of shareholders. The general ballot papers shall also be provided on the website of the Company (http://www.le.lt), in For Shareholders section. The filled in and signed general ballot papers supported by the document certifying the voting right may be sent to the Company by registered mail or delivered to Elektrinės g. 21, Elektrėnai, by the closing (3.15 p.m.) of the working day of 1 July 2011.
The Company shall reserve the right not to include the advance vote of a shareholder or his authorised representative, if the submitted general ballot papers do not conform to the provisions of Article 30(3) and (4) of the Law of the Republic of Lithuania on Companies, they are received after the deadline or filled in such manner that it is impossible to establish the true will of the shareholder regarding an individual issue.
Persons shall have the right to vote by proxy in extraordinary general meetings of shareholders. A proxy shall be a written document that one person (the principal) grants to another person (the authorised representative) to represent the principal in establishing and maintaining relation with the third party. A proxy to perform actions on behalf of a natural person that pertain to legal entities must be notarised, except in cases provided by the law and authorising the granting a proxy in any other form. Authorised representatives must hold a personal identity document and a proxy certified as provided by the law, which must be submitted by the closure of the registration of shareholders for extraordinary general meetings of shareholders. The authorised representatives shall enjoy the same rights in convened general meetings of shareholders as his represented shareholder would.
Shareholders entitled to attend extraordinary general meetings of shareholders shall have the right to authorise a natural person or a legal entity using electronic means of communication to attend and vote on his behalf at an extraordinary general meeting of shareholders. Such proxy shall not be notarised. The Company shall acknowledge a proxy granted by electronic means of communication only if the shareholder signs it by electronic signature generated by a safe generation software and certified by a qualified certificate applicable in the Republic of Lithuania, i.e. if the security of the conveyed information is ensured and the identity of the shareholder can be established. The shareholder must notify the Company in writing about a proxy granted by electronic means of communication by e-mailing such proxy to info@lpc.lt by the closing (3.15 p.m.) of the working day of 1 July 2011.
Electronic means of communication shall not be used for the participation and voting at extraordinary general meetings of shareholders.
Jūratė Kavaliauskaitė
Head of Communications, AB Lietuvos Energija
Tel. +370 619 62019
E-mail: jurate.kavaliauskaite@lpc.lt
