Regarding the agenda and proposed draft resolutions of the Extraordinary General Meeting of Shareholders of Lietuvos Energijos Gamyba, AB
Lietuvos Energijos Gamyba, AB (hereinafter referred to as Lietuvos Energijos Gamyba, AB or the Company) company code 302648707, registered office placed at Elektrinės st. 21, Elektrėnai. The total number of registered ordinary shares issued by the company is 648 002 629; ISIN code LT0000128571.
The Management Board of the Company convenes the Extraordinary General Meeting of Shareholders, to be held on 26 July 2019.
The Extraordinary General Meeting of shareholders of the Company will take place at Elektrinės st. 21, Elektrėnai, Republic of Lithuania.
The meeting will start at 10.00 a.m. on 26 July 2019.
Start of registration of shareholders at 9.30 a.m.
End of registration of shareholders at 9.55 a.m.
The record day of the Extraordinary General Meeting of Shareholders of the Company is 19 July 2019. Only those persons who are shareholders of the Company as of the end of the said record day are entitled to attend and vote at the Extraordinary General Meeting of Shareholders of the Company.
The agenda and the proposed draft resolution of the Extraordinary General Meeting of Shareholders of the Company:
1. Regarding the election of an independent member of the Supervisory board of Lietuvos Energijos Gamyba, AB.
„1.1. To elect as an independent member of the Supervisory board of Lietuvos Energijos Gamyba, AB Mr. Edvardas Jatautas until the end of the term of office (personal code and place of residence must not be published).
1.2. To establish that the member of the Supervisory board of Lietuvos Energijos Gamyba, AB shall start his activities upon the end of the General Meeting of Shareholders that elected him.
1.3. To approve the terms and conditions of the agreement for the protection of confidential information concluded with the member of the Supervisory Board (enclosed).
1.4. To approve the terms and conditions of the agreement regarding the activities of the independent member of the Supervisory Board (enclosed).
1.5. To define an hourly pay rate (before taxes) in the amount of EUR 54.43 (fifty-four euros and forty-three cents) for an independent member of the Supervisory Board for the actual activity as an independent member of the Supervisory Board.
1.6. To establish that the monthly pay rate for an independent member of the Supervisory Board of the Company is limited to a maximum amount of EUR 1,300 (one thousand and three hundred euros) before taxes.
1.7. To authorize Chief Executive Officer of Lietuvos Energijos Gamyba, AB (with the right to re-authorize) to sign the agreements on the security of confidential information and regarding activities of the independent member of Supervisory Board with a newly appointed independent member of the Supervisory Board.“
All statutory information related to the convened Extraordinary General Meeting of Shareholders and annexes to issues on the agenda of such meeting shall be announced on the website of the Company () and in the home page of Nasdaq Vilnius following the procedure established by the law.
The agenda of the Extraordinary General Meeting of Shareholders of the Company may be supplemented on the initiative of shareholders of company whose shares held in company carry at least 1/20 of all votes at the General Meeting of Shareholders of the Company. The proposal to supplement the agenda of the respective Extraordinary General Meeting of Shareholders shall be accompanied by draft decisions or, where no decisions have to be taken, by explanations on each proposed agenda item of the Ordinary General Meeting of Shareholders. The agenda shall be supplemented if the proposal is received no later than 14 before the respective General Meeting of Shareholders.
Shareholders whose shares held in the Company carry at least 1/20 of all votes at the General Meeting of Shareholders of the company shall have the right to propose, at any time before the General Meeting of Shareholders of the Company, new draft decisions on issues that are included or will be included in the agendas of the Extraordinary General Meeting of Shareholders of the Company. Proposals on the supplementation of the respective agenda or relevant draft decisions shall be submitted in writing to the Company, Elektrines str. 21, Elektrenai, or by e-mail to .
Shareholders of the Company shall have the right to present questions related to the agenda of the General Meeting of Shareholders of the company. Questions may be presented by e-mail to or delivered to the Company to Elektrines str. 21, Elektrenai, no later than 3 working days before the General Meeting of Shareholders.
A shareholder or his authorised representative shall have the right to vote in writing in advance (by filling 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 acknowledgment 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 (), in section For Investors. 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 st. 21, Elektrėnai, or Žvejų st. 14, Vilnius, no later before the General Meeting of Shareholders.
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 on Companies of the Republic of Lithuania or they are received after the end of deadline or filled in such manner that it is impossible to establish the true will of the shareholder regarding the individual issue.
Persons shall have the right to vote under the authorisation in Extraordinary General Meeting of Shareholders. An authorisation shall state in a written document that one person (the principal) grants to another person (the authorised representative) the right to represent the principal in establishing and maintaining relations with the third party. An authorisation 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 an authorisation in any other form. Authorised representatives must hold a personal identity document and an authorisation certified as provided by the law, which must be submitted by the closure of the registration of shareholders for Extraordinary General Meeting of Shareholders. The authorised representative shall enjoy the same rights in the convened general meeting of shareholders as his represented shareholder would.
Shareholders entitled to attend Extraordinary General Meeting 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 authorisation does not need to be notarised. The Company shall acknowledge authorisation granted by electronic means of communication only if the shareholder signs it by electronic signature generated by 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 granted authorisation by electronic means of communication by sending an authorisation by e-mail to by the closing (4.30 p.m.) of the working day of 25 July 2019.
Electronic means of communication shall not be used for the participation and voting at the Extraordinary General Meeting of Shareholders.
Berta Jasiukėnaitė, Public relations project manager, ,
Attachments