Convocation of the Extraordinary General Meeting of Shareholders of AB Kauno Energija

The Extraordinary General Meeting of Shareholders of AB Kauno Energija (code of enterprise 235014830, address Raudondvario rd. 84, Kaunas, hereinafter – the Company) is convoked on September 16, 2021 by the decision No 2021-12-4 of August 16, 2021 of Company’s Management Board “Regarding the convocation of the Extraordinary General Meeting of Shareholders of AB Kauno Energija and regarding the election of the audit company, setting the terms of payment, announcing the agenda of the meeting and the draft resolution on the agenda”.  

The date of the Extraordinary General Meeting is September 16, 2021, Thursday. Beginning of the Meeting – 10 a.m. The Meeting will take place at Company’s hall at Raudondvario rd. 86A, Kaunas. Registration of shareholders begins at 09.30 a.m.

The agenda and the resolution projects for the Extraordinary General Meeting of Shareholders:

1. Election of the audit company and determination of the terms of payment for audit services.

The resolution projects are as follows:

1. To elect the audit company UAB ROSK Consulting for the audit of the consolidated financial statements of AB Kauno Energija and its subsidiaries for the years 2021 and 2022, for the audit of costs attributed to the regulated activities of AB Kauno Energija and its subsidiary UAB Petrašiūnų katilinė, covered by the income from regulated activities, and for the audit of financial statements of subsidiaries UAB GO Energy LT and UAB Petrašiūnų katilinė.

2. To determine that the price of the service of the audit of consolidated financial statements of AB Kauno Energija and its subsidiaries for the years 2021 and 2022 is EUR 22,990.00 plus VAT for the performance of 1 (one) year (12 months audited period) audit, and EUR 45,980.00 plus VAT for the performance of 2-years (2021 and 2022) audit. Payment term is 30 calendar days after signing of deed of conveyance of the service and submission of VAT invoices.

3. To determine that the price of the service of the audit of the costs attributed to the regulated activity of AB Kauno Energija and its subsidiary UAB Petrašiūnų katilinė in 2021 and 2022, covered by the income from the regulated activity, is EUR 7,320.50 plus VAT for the performance of 1 (one) year (12 months audited period) audit, and EUR 14,641.00 plus VAT for the performance of the audit of 2 years (2021 and 2022). Payment term is 30 calendar days after signing of deed of conveyance of the service and submission of VAT invoices.

4. To determine that the price of the audit of the financial statements of subsidiaries of AB Kauno Energija – UAB GO Energy LT and UAB Petrašiūnų katilinė for the years 2021 and 2022 is EUR 9,607.40 plus VAT for 1 (one) year (12 months audited period), and EUR 19,214.80 plus VAT for 2 years (2021 and 2022). Payment term is 30 calendar days after signing of deed of conveyance of the service and submission of VAT invoices.

The Company shall not provide the possibility to participate and vote in the Extraordinary General Meeting of Shareholders using means of electronic communication.

The account date of the Extraordinary General Meeting of Shareholders is September 9, 2021. Persons, who will own the shares of AB Kauno Energija as at the end of the working day of September 9, 2021 will have the right to take part and to vote Extraordinary General Meeting of shareholders.

Share capital of the Company 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 Extraordinary General Meeting of Shareholders must submit an identity document. A person who is not a shareholder, also must submit a document confirming the right to vote at the Extraordinary General Meeting of Shareholders along with this document. The authorized person shall have the same rights at the Extraordinary General Meeting of Shareholders as it should represent by the shareholder. Shareholder’s right to attend the Extraordinary General Meeting of Shareholders also include the right to ask questions.

Please be informed that shareholders, who are entitled to participate at the Extraordinary General Meeting of Shareholders, own the right to authorize by electronic means physical or legal person to attend and vote on behalf of them at the Extraordinary General Meeting of Shareholders. Power of attorney that is issued by the shareholder must be submitted by sending an e-mail to no later than till the end of the working day of September 15, 2021 (4.30 p.m.).

Please be informed that decision which is included into Extraordinary General Meeting of Shareholders agenda can be voted in written by completing the Voting bulletin. If the person who had completed the Voting bulletin is not a shareholder, the completed Voting bulletin must be accompanied by a document confirming the right to vote. The duly completed Voting bulletins should be sent by mail or delivered directly to the Company’s office at Raudondvario rd. 84, Kaunas until September 16, 2021 (9.30 a.m.). The Company reserves the right not to include in the shareholder vote early, if the Voting bulletin does not meet the 3 and 4 parts of the 30 Article of Law on Companies requirements or the Voting bulletin is written in a way that it is impossible to establish shareholder’s will on a separate issue.

The agenda of the Extraordinary 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 Extraordinary General Meeting of Shareholders may be submitted by mail or delivered to the Company’s office at Raudondvario rd. 84, Kaunas not later than September 2, 2021.

Please be informed that, along with a proposal to supplement the agenda of the Extraordinary General Meeting of Shareholders the drafts of proposed decisions must be submitted, or if the decisions shall not be adopted, explanations on each of the proposed issue.

Please be informed that, shareholders who own shares no less than 1/20 of all votes own the right at any time before the Extraordinary General Meeting of Shareholders or during the meeting in writing or by mail propose new draft decisions related to the questions included into agenda.

Shareholders own the right to ask the questions concerning the agenda of the Extraordinary General Meeting of Shareholders that will be held on September 16, 2021. Questions may be submitted by e-mail or delivered directly to the Company’s office at Raudondvario rd. 84, Kaunas, not later than till the end of the working day of September 9, 2021 (4.30 p.m.).

Starting from August 24, 2021 the shareholders can get acquainted with the Company’s documents related to the agenda and decisions projects of Extraordinary General Meeting of Shareholders and information relating to shareholders’ rights by coming to the Company at Raudondvario rd. 84, Kaunas or on the Company’s website

Considering the state-level emergency announced by the Government regarding the threat of coronavirus (COVID-19) valid in the territory of the Republic of Lithuania, we invite the Company’s shareholders to give priority to getting acquainted with the information provided on Company’s website /bendroves-veikla/, section “Information for Shareholders/Significant Events”, and regarding proposals to supplement to the agenda of the Extraordinary General Meeting of Shareholders – for submission by post.

Loreta Miliauskienė, Head of Economic Department, tel.  855

Attachment