The Extraordinary General Meeting of Shareholders of AB Kauno Energija (code of enterprise 235014830, address Raudondvario av. 84, Kaunas) is convoked on 21 July 2017 by the decision No 2017-15-2 of 23 June 2017 of Company’s Management Board “Regarding Convocation of General Meeting of Shareholders of AB Kauno Energija and unveiling of agenda and agenda issues resolutions projects”.
The date of the Extraordinary General Meeting is 21 July 2017, Friday. Beginning of the Meeting – 10 a.m. The Meeting will take place at Company’s hall in Raudondvario av. 86A (first floor), Kaunas, Lithuania. Registration of shareholders starts at 09.30 a.m.
The agenda and resolution projects for the Extraordinary General Meeting of Shareholders:
1. Regarding changes in Statutes of AB Kauno Energija itemizing the order of appointment and recall of Company’s chief executive.
The resolution project is as follows: to change the Statutes of AB Kauno Energija stating them in new edition and to authorise General Manager of AB Kauno Energija Mr. Rimantas Bakas sign changed text of the Statutes (enclosed).
2. Elections of Audit Company and determination of terms of reimbursement for audit services.
The resolution project is as follows: to elect KPMG Baltics, UAB (code 111494971) for audit of AB Kauno Energija consolidated and company’s financial statements of the years 2017 and 2018 (hereinafter – audit) and audit of expenditures subsumed for regulated activities and covered from the income of regulated activities.
2. To determine that the price for services of audit of AB Kauno Energija consolidated and company’s financial statements of the year 2017 is EUR 25,000.00 plus VAT and of audit of the year 2018 is EUR 25,000.00 plus VAT. Term of payment is 30 calendar days from the date of receiving of VAT invoices.
3. To determine that the price for services of audit of AB Kauno Energija audit of expenditures subsumed to regulated activities and covered from the income of regulated activities of the year 2017 is EUR 8,500.00 plus VAT and of the audit of the year 2018 is EUR 8,500.00 plus VAT. Term of payment is 30 calendar days from the date of receiving of VAT invoices.
4. To determine that the price for services of audit of financial statements of AB Kauno Energija subsidiaries UAB Kauno Energija NT and UAB Petrašiūnų Katilinė of the year 2017 is EUR 5,000.00 plus VAT each and if the year 2018 is EUR 5,000.00 plus VAT each. Term of payment is 30 calendar days from the date of receiving of VAT invoices.
AB Kauno Energija 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 –14 July 2017. Persons, who will own the shares of AB Kauno Energija as at the end of the working day of 14 July 2017 will have the right to take part and to vote Extraordinary General Meeting of shareholders.
Share capital of AB Kauno Energija is divided into 42,802,143 (forty-two million eight hundred and two thousand one hundred forty three) ordinary registered shares. All of 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, along with this document also must submit a document confirming the right to vote at the Extraordinary General Meeting of Shareholders. The authorized person at the Extraordinary General Meeting of Shareholders shall have the same rights 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 e-mail s.meskauskas@kaunoenergija.lt no later than 20 July 2017 (4.30 p.m.).
Please be informed that decisions which are included into Extraordinary General Meeting of Shareholders agenda can be voted in written by completing the general ballot paper. If the person who had completed the general ballot paper is not a shareholder, the completed general ballot paper must be accompanied by a document confirming the right to vote. The duly completed general ballot paper (voting bulletin) should be sent by mail or delivered directly to the Company's office at Raudondvario av. 84, room 203, Kaunas till 21 July 2017 (9.00 a.m.). The Company reserves the right not to include in the shareholder vote early, if the general ballot paper does not meet the third and fourth parts of the 30 Article of Law on Companies requirements or the general ballot paper is written in a way that it is impossible to establish shareholder‘s will on a separate issue.
The agenda of the 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 representative office at Raudondvario av. 84, room 203, Kaunas no later than 11 July 2017.
Please be informed that, along with a proposal to supplement the agenda of the Extraordinary General Meeting of Shareholders must be submitted the drafts of proposed decisions, 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. Questions may be submitted by e-mail s.meskauskas@kaunoenergija.lt or delivered directly to the Company's office at Raudondvario av. 84, room 203, Kaunas, no later than 4.30 p.m. of 17 July 2017.
Starting from 30 June 2017 the shareholders can get acquainted with the company‘s documents related to the agenda of shareholders meeting and decisions projects of the meeting and information relating to shareholders' rights by coming to the company – Raudondvario av. 84, Kaunas or in the webpage of the company (http://www.kaunoenergija.lt).
Loreta Miliauskienė, Head of the Economics and Planning Department, tel. +370 37 305 855
