AB LESTO, identification code 302577612, registered office placed at Aguonų St. 26, Vilnius, Republic of Lithuania. The total number of registered ordinary shares issued by company is 603 944 593; ISIN code LT0000128449.
The Extraordinary General Meeting of Shareholders of AB LESTO held on 3 December 2015, approved the resolution to reorganise AB LESTO and public limited liability company Lietuvos Dujos by merger, establishing AB Energijos skirstymo operatorius (hereinafter – Company, AB Energijos skirstymo operatorius ).
The General Meeting of Shareholders of AB Energijos skirstymo operatorius held on 3 December 2015, approved the following resolutions:
1. Election of the members of the Supervisory board of AB Energijos skirstymo operatorius.
1.1. To elect for a period of 4 (four) years the persons named below as members of the Supervisory board of AB Energijos skirstymo operatorius that will start operating upon the reorganisation of AB LESTO and public limited liability company Lietuvos Dujos:
1.1.1. Dalius Misiūnas (personal code and place of residence must not be published);
1.1.2. Ilona Daugėlaitė (personal code and place of residence must not be published);
1.1.3. Petras Povilas Čėsna (as independent member of the Supervisory board) (personal code and place of residence must not be published).
1.2. To establish that members of the Supervisory board of AB Energijos skirstymo operatorius shall start their activities upon the end of the General Meeting of Shareholders that elected them.
2. Regarding the approval of terms and conditions of contracts with members of the Supervisory board of AB Energijos skirstymo operatorius.
2.1. To approve the terms and conditions of the agreement for the protection of confidential information concluded with the members of the Supervisory Board (enclosed);
2.2. To approve the terms and conditions of the contract regarding the activities of the member of Supervisory Board (enclosed);
2.3. To approve the terms and conditions of the contract regarding the activities of an independent member of the Supervisory Board (enclosed);
2.4. To determine the remuneration of 43,44 EUR (forty-three euros and forty four cents) per hour (before taxes) for an independent member of the Supervisory Board for the actual activity as an independent member of the Supervisory Board;
2.5. To determine that monthly remuneration for an independent member of the Supervisory Board of the Company is limited to the maximum amount of 1014 EUR (one thousand and fourteen euros) (before taxes).
3. Regarding the authorization to execute approved decisions .
3.1. To confer upon the CEO of AB LESTO and/or the CEO of public limited liability company Lietuvos Dujos and, after the registration of AB Energijos skirstymo operatorius, to the CEO of AB Energijos skirstymo operatorius (as applicable) (acting both together and each individually), while implementing the requirements laid down in legal acts, to submit the Terms of Reorganisation of AB LESTO, public limited liability company Lietuvos Dujos and other required information and documents to the notary, the Register of Legal Entities, Bank of Lithuania and other entities; to perform all necessary actions to register AB Energijos skirstymo operatorius in the Register of Legal Entities in accordance with the procedure established by legal acts; to submit an application for listing AB Energijos skirstymo operatorius shares on NASDAQ OMX Vilnius Stock Exchange; to perform all other necessary actions related to the implementation of this decision and the reorganisation of AB LESTO and public limited liability company Lietuvos Dujos, authorizing the above mentioned representatives (acting both together and each individually ) to subdelegate to other persons the performance of the actions specified in this decision to the full extent.
3.2. To authorize Mr. Aidas Ignatavičius to sign contracts with the members of the Supervisory Board the conditions of which are specified in the above paragraphs 2.1 – 2.3 herein, giving the right to amend non-essential terms and conditions in the contracts.
Information about the above resolutions shall be provided on the website of AB LESTO at http://www.lesto.lt as well as on the premises of AB LESTO (Aguonu St. 26, Vilnius) 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) from the moment of posting of this announcement.
Information is not confidential.
Representative for Public Relations Martynas Burba, Tel. No (8~5) 251 4516.
