Convening the Extraordinary General Meeting of Shareholders of “Kauno Energija” AB

AB “Kauno Energija” (hereinafter the Company) in accordance with Article 20, Article 23 of the Law of the Republic of Lithuania on Companies and the application of Kaunas City Municipality No. (33.200 Mr) R-1887 of 13 July 2023, “On the convening of the Extraordinary General Meeting of Shareholders of AB “Kauno Energija”, convenes the extraordinary general meeting of shareholders of meeting of the Company, company code 235014830, registered office address Raudondvario pl. 84, Kaunas.



Date of the meeting: Thursday, 10 August 2023. Start of the meeting: 10:00, place Company's meeting room, Raudondvario pl. 84, Kaunas, the shareholders' registration starts at 9:30.



Agenda of the Extraordinary General Meeting of Shareholders and draft decisions:

1. On reducing the number of the members of the Board of the Company “Kauno Energija”.

Draft resolution - Taking into account that Article 33 of the Law on Companies of the Republic of Lithuania stipulates that the number of the members of the Board shall not be less than 3, to reduce the number of the members of the Board of the Company “Kauno Energija” to 3 members from 5.

2. On changes in Statutes and granting the powers to the Chief Executive Officer of the Company “Kauno Energija”.

Draft resolution – To amend the Statutes of the Company to reduce the number of members of the Board to three members. To authorise the Chief Executive Officer of the Company (with the right for delegation of power) to sign the amended Statutes of the Company and all other documents necessary for the implementation of the amendment.

The Company does not provide the possibility to attend and vote at the meeting by electronic means.

The recorded date for the Extraordinary General Meeting shall be 3 August 2023. The persons entitled to attend and vote at the Extraordinary General Meeting shall be the persons who are shareholders of the Company at the end of the workday on 3 August 2023.

The authorised capital of the Company is divided into 42,802,143 (forty-two million eight hundred and two thousand one hundred and forty-three) ordinary registered shares. All the shares entitle their holders to exercise a voting right.

A person attending the Extraordinary General Meeting of Shareholders must produce a proof of identity. A person who is not a shareholder of the Company, in addition shall furnish the document entitling to vote at the Extraordinary Meeting of Shareholders. The authorised person shall have the same rights at an Extraordinary General Meeting as the principal shareholder. A shareholder's right to attend an Extraordinary General Meeting shall also include the right to ask questions.

Shareholders entitled to attend an Extraordinary General Meeting of Shareholders may authorise in writing by electronic communication means a natural person or legal entity to attend and vote on their behalf at an Ordinary General Meeting of Shareholders. A shareholder must notify about the issue of the power of attorney in writing by emailing the power of attorney to no later than by the end of a business day on 9 August 2023 (4:30 PM).

Please note that voting on the issues on the agenda of the Extraordinary General Meeting of Shareholders shall be in the form of a general ballot. If the completed general ballot paper is signed by the person who is not a shareholder, the completed general ballot must be accompanied by a document evidencing the voting right. Properly completed general voting ballot papers must be delivered by post or brought to the Company at Raudondvario pl. 84, Kaunas, before 9:30 AM on 10 August 2023. The Company reserves the right to exclude a shareholder's early vote when calculating votes, if the general ballot paper does not comply with the requirements set forth in Article 30(3) and (4) of the Law on Companies of the Republic of Lithuania, or if the completed general ballot paper makes it impossible to verify the shareholder's actual intentions in respect of a particular issue.

The agenda of an Extraordinary General Meeting of Shareholders may be amended at the discretion of the shareholders whose shares carry at least 1/20 of the total number of votes. Proposals to the agenda of the Extraordinary General Meeting of Shareholders may be submitted by mail or delivered to the Company's representative office at Raudondvario pl. 84, Kaunas, no later than before 27 July 2023.

Please note that a proposal to supplement the agenda of an Extraordinary General Meeting of Shareholders must be accompanied by a draft decision or, where no decision is required, by the explanations on each proposed issue of the agenda of the Extraordinary General Meeting of Shareholders.

Shareholders holding at least 1/20 of the total number votes are entitled to propose new draft resolutions in writing on the issues on the agenda of the meeting at any time before or during an Extraordinary General Meeting of Shareholders.

Shareholders shall have the right to ask the questions concerning the agenda of the Extraordinary General Meeting of Shareholders. Questions should be emailed to or delivered to the Company’ address at Raudondvario pl. 84, Kaunas.

As of 20 June 2023, the shareholders who come to the Company's registered office at Raudondvario pl. 84, Kaunas, or visit the Company's website , may get acquainted with the Company's documents related to the agenda of the Shareholders' Meeting, the draft resolutions of the Meeting and the information related to exercising of a shareholder’s rights.

Shareholders of the Company are invited to give priority to accessing the information provided by the Company on the website /bendroves-veikla/ in the section "Information for Investors / Material Events", and to submit their proposals for amending the agenda of the Extraordinary General Shareholders' Meeting by post (or by e-mail).

Agnė Šermukšnienė, Economist of the Economic Department, tel.  602

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