AB Energijos Skirstymo Operatorius (hereinafter – the Company or ESO), code 304151376, registered office address Aguonų St. 24, Vilnius. The total number of the registered ordinary shares issued by AB Energijos Skirstymo Operatorius is 894 630 333; ISIN code – LT0000130023.
The Company informs, that on 10 July 2018 the Board of ESO passed a decision to convene an extraordinary general meeting of shareholders of the Company and to apply to the National Commission for Energy Control and Prices regarding the revocation of the issued energy operations licence granting the right engage in the activity of the public supply of electricity. Full information on the decisions is provided below:
REGARDING THE CONVENING OF THE GENERAL MEETING OF SHAREHOLDERS
On 10 July 2018, with a view to ensuring more transparent operations of the distribution network operator, and refining the operations regulated by the State, a Company’s shareholder UAB Lietuvos Energija, which owns 94.98% of shares of the Company, submitted an application to the Company regarding the initiation of an extraordinary meeting of shareholders of the Company. For the purpose of realising the segregation of the public electricity supply operations carried out by the Company from the electricity distribution activity it was proposed to approve a new version of the Company’s Articles of Association by specifying the objectives and the object of the Company’s activities as defined in the Articles of Association, and to arrange it as follows:
‘9. The objective of the Company’s operations is a reliable and efficient performing of the functions of the electricity and natural gas distribution network operator with a view to ensuring the interests of the Company and its shareholders.
10. The object of the Company’s activities is:
10.1. reliable and secure transmission of electricity to the customers by distribution networks;
10.2. reliable and secure transportation of natural gas and its delivery to gas system customers by a distribution gas pipeline;
10.3. operation, supervision, management and development of the natural gas distribution systems and the distribution power grids;
10.4. guaranteed supply of electricity, and the guaranteed supply of natural gas;
10.5. meeting other needs of electricity customers, and the users of the gas system;
10.6. other activities that does not contradict the objectives of the Company’s activities, and the laws of the Republic of Lithuania.’
On 10 July 2018, in view of the above, the Board of the Company passed a decision to convene an extraordinary general meeting of shareholders of the Company.
Date, time and place of the meeting of shareholders: the extraordinary meeting of shareholders of AB Energijos skirstymo operatorius will be held at 2:00 p.m. of 6 August 2018, in the premises of the registered office of AB Energijos skirstymo operatorius at Aguonų St. 24, Room 207 on the 2nd floor, Vilnius.
Registration of the the shareholders starts at 1:25 p.m., and closes at 1:55 a.m.
The record date of the shareholder’s meeting: the record date of the ordinary general meeting of shareholders was set for 30 July 2018. The right to attend and vote at the extraordinary general meeting of shareholders can be exercised only by the persons who were shareholders of ESO by the end of the record date of the extraordinary general meeting of shareholders.
On 10 July 2018, a Resolution of the Board of ESO approved the following agenda and the proposed draft Resolution of the extraordinary meeting of ESO:
The agenda of the extraordinary general meeting of shareholders of ESO:
1. Regarding the approval of the new version of the Articles of Association of AB Energijos Skirstymo Operatorius, and the granting of the authorisations.
Proposed draft Resolution on the issue included in the agenda of the extraordinary general meeting of shareholders of ESO:
1. Regarding the approval of the new version of the Articles of Association of AB Energijos Skirstymo Operatorius, and the granting of the authorisations.
Draft decision:
1.1. Approve the new version of the Articles of Association of AB Energijos Skirstymo Operatorius (attached).
1.2. Authorise the Chief Executive Officer of AB Energijos Skirstymo Operatorius to sign the Articles of Association and perform, by himself or through authorised persons, any actions required for the enforcement of the Resolution.
A shareholder attending the extraordinary general meeting of ESO is required to provide his identity document. The shareholders are granted all the property and non-property rights set forth in laws and other regulations of the Republic of Lithuania. The persons authorised to attend the meeting of shareholders in question have a right to authorise in writing a natural or a legal person to participate and vote in their name at the general meeting of shareholders referred to in this notice. Such written proxy statement shall be approved in the manner set forth by legal acts and shall be delivered at Aguonų St. 24 in Vilnius no later than the closing of the registration of the shareholders of the general meeting. The shareholders authorised to attend the extraordinary general meeting of shareholders of ESO also have a right to authorise a natural or legal person by electronic communication means to attend and vote at the general meeting of shareholders in their name. A proxy statement issued by electronic communication means shall be recognised provided the communicated information is protected and the shareholder can be identified. A shareholder is required to notify about the proxy statement issued by electronic means of communication by sending it by e-mail on info@eso.lt within no later than by the end of the business day (3:15 p.m.) of 3 August 2018. The authorised person is required to hold his identity card. At a general meeting of shareholders, the authorised person shall have the same rights as the person concerned represented (unless narrower rights of the proxy are provided by laws or the proxy statement). The shareholder’s right to attend a general meeting of shareholders also includes the right to pose questions. ESO has not approved a specific form of the proxy statement for a general meeting of shareholders.
The agenda of a general meeting of shareholders of ESO may be supplemented at an initiative of the shareholders of ESO whose shares carry no less than 1/20 of all the votes at a general meeting of shareholders of ESO. Attached to the proposal to supplement the agenda of the general meeting of shareholders shall be the drafts of the relevant resolutions, or, in the case the meeting does not intend to pass any decisions, explanations regarding each proposed issue on the agenda of the extraordinary general meeting of shareholders. The agenda is supplemented when the proposal is received within no later than 14 days prior to the general meeting of shareholders.
The shareholders whose shares of ESO carry no less than 1/20 of all the votes at a general meeting of shareholders of ESO, have a right, at any time prior to the general meeting of shareholders of ESO, or during the meeting, to propose new draft resolutions regarding the issues that are or will be included in the agenda of the general meeting of shareholders of ESO. The proposals regarding supplementing the agenda of the meeting or the draft resolutions shall be submitted to ESO in writing, at Aguonų St. 24, Vilnius, or by e-mail on info@eso.lt.
The shareholders have a right to place questions related to the issues included in the agenda of the relevant general meeting of shareholders of ESO. The questions may be submitted by e-mail on info@eso.lt, or submitted to ESO, at Aguonų St. 24, Vilnius, within no later than within three working days to the general meeting of shareholders.
The shareholders may vote regarding the issues included in the agenda of the extraordinary meeting of shareholders of ESO in writing by completing the general voting ballot. In case the shareholder requires in writing, ESO shall within no later than ten days prior to a general meeting of shareholders dispatch at no charge the general voting ballot, or shall serve the ballot upon a signed acknowledgement of receipt. A completed general voting ballot must be signed by the shareholder or a person authorised thereby. When voting an authorised person shall attach to a voting ballot a document supporting their right to vote. A properly completed and signed voting ballot may be submitted by a registered letter, or delivered at the address at Aguonų St. 24, no later than before the beginning of the general meeting of shareholders. ESO reserves the right to refuse to credit an advance voting of a shareholder or his authorised person, in case the submitted general voting ballot does not meet the requirements set forth in Article 30 (3) and (4) of the Law on Companies of the Republic of Lithuania, is received belated, or the ballot is completed in the manner that the actual will of the shareholder on individual issue could not be identified. ESO does not provide for a possibility to attend at or vote at a general meeting of shareholders by electronic means of communication.
The documents related to the agenda of the general meeting of shareholders of ESO, the draft resolutions on the issues included in the agenda, the documents required to be submitted to the general meeting of shareholders, as well as other information related to the implementation of the rights of the shareholders specified in the present notice are accessible to ESO on the website www.eso.lt and the premises of ESO, at the address Aguonų St. 24, Vilnius, during working hours (7:30 a.m.-11:30 a.m. and 12:15 p.m.-4:30 p.m., and 7:30 a.m.-11:30 a.m. and 12.15 p.m.-3:15 p.m. on Fridays) starting from the date of publication of the present notice.
REGARDING THE DECISION TO ABANDON THE LICENCE OF THE PUBLIC ELECTRICITY SUPPLIER
The Company is also hereby notifying that in preparation for the segregation of the public electricity supply activity, on 10 July 2018 the Board of the Company passed a decision to apply to the National Commission for Energy Control and Prices regarding the revocation of the issued energy operations licence granting the right to AB Energijos skirstymo operatorius to engage in the activity of the public supply of electricity as of 1 October 2018.
The public electricity supply activity that the Company is currently engaged in will be for a consideration (by selling part of the business) transferred to UAB Lietuvos Dujų Tiekimas, another company governed by the Lietuvos Energija Group.
Once the pubic electricity supply operations are segregated, ESO will continue to be engaged in its key activities – distribute electricity and gas, and maintain the distribution networks, will ensure elimination of any faults of the network, as well as the connection to the network of all new customers.
The customers will be in advance notified of any changes in the organisation of the public supply of electricity.
For contacts: Representative for Public Relations of Energijos Skirstymo Operatorius AB Valentas Neviera, tel. +370 670 25997, e-mail. valentas.neviera@le.lt
