Lietuvos Energijos Gamyba, AB, company code 302648707, registered office placed at Elektrines st. 21, Elektrenai, Republic of Lithuania (hereinafter referred to as Lietuvos Energijos Gamyba, AB or the Company). The total number of registered ordinary shares issued by company is 648 002 629; ISIN code LT0000128571.
On the basis of the decision of the Board of Lietuvos Energijos Gamyba, AB, taken on the 31st of January, 2019, an Extraordinary General Meeting of Shareholders of Lietuvos Energijos Gamyba, AB is to be convened.
The date, time and place of the Extraordinary General Meeting of Shareholders: The Extraordinary General Meeting of Shareholders of Lietuvos Energijos Gamyba, AB, will be held on the 25th of February, 2019, at 10.00 a.m., on the premises of Lietuvos Energijos Gamyba, AB (Elektrines str. 21, Elektrenai).
The shareholder registration will start at 9.30 a.m. and will end at 9.55 a.m.
The record date of the Extraordinary General Meeting is 18 February, 2019. Only persons who are shareholders of Lietuvos Energijos Gamyba, AB, at the end of the record date of the General Meeting of Shareholders of the Company shall have the right to attend and vote at the Extraordinary General Meeting of Shareholders of Lietuvos Energijos Gamyba, AB.
The agenda was approved by the decision of the Board of the Company on the 31st of January, 2019. The following draft decisions are proposed for the Extraordinary General Meeting of Shareholders of Lietuvos Energijos Gamyba, AB:
1. Regarding the terms and conditions of the activities of the independent member of the Supervisory Board.
1. To define an hourly pay (before taxes) in the amount of 54.43 EUR (fifty four euros and forty three cents) for an independent member of the Supervisory Board of the Company for the actual activity as an independent member of the Supervisory Board.
2. To establish that the monthly pay for an independent member of the Supervisory Board of the Company is limited to a maximum amount of 1300 EUR (one thousand and three hundred euros) before taxes.
3. To authorize the Chief Executive Officer of Lietuvos Energijos Gamyba, AB (granting the right to re-authorize) to sign the amendment of Contract regarding the activities of a Member of the Supervisory Board.
2. Regarding the election of the audit company for the audit of financial reports of Lietuvos Energijos Gamyba, AB, and the terms of remuneration for the audit services:
To elect ERNST & YOUNG BALTIC UAB as the audit company for the audits of financial reports of Lietuvos Energijos Gamyba, AB, for the period of 2019-2021. The remuneration for the audit services shall not exceed 194 850.00 EUR (VAT excluded) for the year 2019-2021.
Shareholders participating in the Extraordinary General Meeting of Shareholders of the Company shall produce an identity document. Shareholders shall be granted pecuniary and non-pecuniary rights provided for by laws and other legal acts of the Republic of Lithuania. Shareholders entitled to participate in the aforementioned shareholder meeting shall have the right to authorise, in writing, a natural or legal person to participate and vote on their behalf at the General Meetings of Shareholders indicated in this notice. Such a written authorisation shall be approved in accordance with the procedure laid down in legal acts and shall be delivered to Elektrines str. 21, Elektrenai no later than by the end of the shareholder registration for a relevant General Meeting. Shareholders entitled to participate in the General Meeting of Shareholders of the Company shall also have the right to authorise, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the General Meeting of Shareholders. An authorisation issued by electronic means of communication shall be recognised as valid provided that the security of the information transferred is ensured and it is possible to identify the shareholder. Shareholders shall report the issuance of an authorisation by electronic means of communication by sending it by e-mail to info@le.lt not later than by the end of the working day on 24 September, 2019 (16:30 p.m.). The authorised person shall have an identity document and shall enjoy the same rights at the Extraordinary General Meeting as the shareholder represented by him would enjoy (unless the issued authorisation or laws provide for narrower rights of the authorised person). The shareholder’s right to participate in the Extraordinary General Meeting of Shareholders shall also include the right to ask. The Company has not approved any special authorisation form of the abovementioned General Meeting of Shareholders.
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 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 info@le.lt.
Shareholders of the Company shall have the right to present questions related to the agenda of the General Meeting of Shareholders of company. Questions may be presented by e-mail to info@le.lt or delivered to the Company to Elektrines str. 21, Elektrenai, no later than 3 working days before the General Meeting of Shareholders.
Shareholders will be able to vote on the agenda items of the Extraordinary General Meeting of Shareholders of the Company in writing by filling in ballot papers. At the request of a shareholder, the Company shall send, free of charge, a ballot paper to the shareholder by registered post or deliver it by hand against signature no later than 10 days before the General Meeting of Shareholders of the Company. A completed ballot paper shall be signed by the shareholder or a person authorised by the shareholder. Where a person authorised by the shareholder casts a vote, a document certifying the right to vote shall be attached to the completed ballot paper. Filled and signed general ballot paper and the document confirming the voting right can be sent to the company by registered mail or delivered at Elektrines str. 21, Elektrenai, no later before the General Meeting of Shareholders. The company retains the right not to recognize the advance vote of the shareholder or his/her authorised representative, if his/her submitted general ballot paper does not meet the requirements of Paragraphs 3 and 4 of Article 30 of the Law on Companies of the Republic of Lithuania, was received to late or is filled so that the true will of the shareholder on an individual matter cannot be determined. Electronic means of communication shall not be used for participation and voting at either of the abovementioned General Meeting of Shareholders.
Shareholders can familiarise themselves with documents related to the agenda of the Extraordinary General Meeting of Shareholders of the Company, draft decisions on the agenda, documents to be submitted to Extraordinary General Meeting of Shareholders and other information related to the implementation of the rights of shareholders specified in this notice on the website of the Company at http://www.gamyba.le.lt from the date of this notice as well as on the premises of the Company (Elektrines str. 21, Elektrenai) during working hours (7.30–11.30 a.m. and 12.15–4.30 p.m.; 7.30–11.30 a.m. and 12.15–3.15 p.m. on Fridays).
Berta Jasiukenaite, Public relations project manager, +370 694 60771, berta.jasiukenaite@le.lt