Vilnius, Lithuania, 2012-05-11 13:36 CEST (GLOBE NEWSWIRE) -- On 4 May 2012, AB Lietuvos Dujos, (legal entity code 120059523, registered office address Aguonų g. 24, LT-03212 Vilnius, the Republic of Lithuania) (hereinafter referred to as the “Company”) publicly announced the draft agenda and draft resolutions of the General Meeting of Shareholders of the Company (hereinafter referred to as the “Meeting”) as approved by the Company’s Board of Directors on 4 May 2012.
On 10 May 2012, the Company received a proposal from shareholder E.ON Ruhrgas International GmbH to supplement the agenda of the Meeting as well as proposing draft resolution of the item.
The Company has supplemented the agenda of the Meeting with the item and draft resolution proposed by the shareholder, and presents them to the General Meeting of Shareholders:
The Agenda of the Meeting:
- Selection of the method for the unbundling of the transmission activity and control.
- Selection of the method for the unbundling of the distribution activity.
- Instructions to the Board of Directors to implement the resolutions adopted.
- On the members of the Board of Directors.
Draft Resolutions of the Extraordinary General Meeting of Shareholders:
1. Selection of the method for the unbundling of the transmission activity and control.
Draft resolution:
To perform the unbundling of the transmission activity of AB Lietuvos Dujos following the method provided for by Article 4 of the Law on Implementation of the Law Amending the Law on Natural Gas of the Republic of Lithuania and Para 8 of the plan approved by the Resolution No 1239 of the Government of the Republic of Lithuania of 28 October 2011 “On Approval of the Plan on Performing the Unbundling of Activities and Control of Natural Gas Companies that do not Conform to the Requirements of the Law on Natural Gas of the Republic of Lithuania” in accordance with the terms provided for by the legal acts by spinning off a part (i.e. the activity of natural gas transmission of the Company) from the Company, which continues its activity, and establishing a new company on the basis of the assets, rights and obligations attributed to the activity of natural gas transmission of the Company as provided for by Article 71 of the Law on Companies of the Republic of Lithuania.
2. Selection of the method for the unbundling of the distribution activity.
Draft resolution:
To perform the unbundling of the distribution activity of AB Lietuvos Dujos by establishing a subsidiary of the Company and by transferring the natural gas distribution activity (complex of assets) to such subsidiary together with the assets, rights and obligations attributed to such activity as contribution in kind for the newly issued shares of the subsidiary in accordance with the terms provided for by the legal acts.
3. Instructions to the Board of Directors to implement the resolutions adopted.
Draft resolution:
To entitle the Board of Directors of the Company to prepare the Terms and Conditions of the Spin-off of the Company, as well as adopt at its discretion any and all decisions required for the implementation of the methods for the unbundling of the transmission activity and the unbundling of the distribution activity selected by the General Meeting of Shareholders of the Company, except for the decisions regarding the value of the natural gas distribution activity (as complex of assets), which shall be adopted by the General Meeting of Shareholders of the Company, and other decisions the adoption of which is attributed to the competence of the General Meeting of Shareholders of the Company.
4. On the members of the Board of Directors.
Draft resolution:
Taking into account the resignation of Dr. Frankenberg from office as the Member and Chairman of the Board of Directors of AB Lietuvos dujos with effect as of 30 June 2012 (inclusive), to accept his resignation and elect Dr. Achim Saul as a new member of the Company’s Board of Directors effective from 1 st July 2012, 0:00. Dr. Saul will hold this position until the expiration of the term of office of the current Company’s Board of Directors.
It should be reminded:
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 will be convened at 10.00 a.m. on Monday, 28 May 2012, the venue of the Meeting being set: the conference hall on Floor 2 at Aguonų g. 24, LT-03212 Vilnius.
The registration of shareholders will start at 9.00 a.m., 28 May 2012.
The registration of shareholders will be stopped at 9.45 a.m., 28 May 2012.
The Record Date of the Extraordinary General Meeting of Shareholders: 21 May 2012. Persons who are shareholders of the company at the end of the Record Day (21 May 2012) are entitled to attend the Extraordinary General Meeting of Shareholders and to vote at the meeting.
Total number of AB Lietuvos Dujos shares amounts to 469 068 254 of LTL 1 par value each. The number of shares that entitles shareholders to vote on the day of the Extraordinary General Meeting of Shareholders is 469 068 254.
A person attending the Extraordinary 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 Extraordinary General Meeting of Shareholders.
The company does not provide a possibility of participating in the Extraordinary General Meeting of Shareholders and voting by using electronic means of communications.
The shareholders may familiarize themselves with the Draft Resolutions of the Extraordinary 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 7 May 2012 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 (.pdf)
2. Power of Attorney (.pdf)
3. Shareholders Rights (.pdf)
Authorised person:
Reda Aglinskiene
Head of the Legal Division
tel. +(370 5) 236 02 40
