LESTO AB, identification code 302577612, registered office placed at Žvej? str. 14, Vilnius, Republic of Lithuania. The total number of registered ordinary shares issued by company is 603 944 593; ISIN code LT0000128449.
LESTO AB informs that UAB “Visagino Atomin? Elektrin?”, in accordance with paragraph 3 of Article 25 of the Law on Companies of the Republic of Lithuania, which provides that the agenda of General Meeting of Shareholders may be supplemented by the shareholders holding shares with at least 1/20 of all votes, and following the offer of the shareholders presented the agenda with supplemented issues 2, 3 and 4 on 11 July 2013 for the LESTO AB General Meeting of Shareholders to be held on 26 July 2013 and proposed drafts for their solutions.
Currently UAB “Visagino Atomin? Elektrin?” owns 82.63 % of LESTO AB shares.
Considering the offering of UAB “Visagino Atomin? Elektrin?”, the agenda of Extraordinary LESTO AB General Meeting of Shareholders shall be arranged as follows:
1. Relating to the selection of the audit company that will perform consolidated audit of financial statements and the audit of LESTO AB financial statements for the year 2013 of LESTO AB and determination of payment conditions for the audit services.
2. Relating to the approval of a new version of the Articles of Association of the Company.
3. Relating to the formation of the Supervisory Board.
4. Relating to the approval of the terms and conditions of contracts.
The following are proposed draft solutions for agenda issues to be dealt with during the Extraordinary LESTO AB General Meeting of Shareholders on 26 July 2013:
1. Relating to the selection of the audit company that will perform consolidated audit of financial statements and the audit for the year 2013 of LESTO AB and determination of payment conditions for the audit services.
“1.1. To select the audit firm UAB “PricewaterhouseCoopers“ to carry out the consolidated audit of financial statements and the audit of LESTO AB financial statements for the year 2013 and to pay it for the audit services of financial statements for the year 2013 the amount of no more than 90 000,00 LTL (excluding value added tax).”
2. Relating to the approval of a new version of the Articles of Association of the Company.
“2.1. To approve a new version of the Articles of Association of the Company (attached) and to authorize the Director General to sign the amended Articles of Association.”
3. Relating to the formation of the Supervisory Board.
“3.1. To elect the following 3 (three) persons as Supervisory board members for a four (4) year cadence:
3.1.1. (Name, surname) (personal code and place of residence must not be published);
3.1.2. (Name, surname) (personal code and place of residence must not be published);
3.1.3. (Name, surname) (personal code and place of residence must not be published).
3.2. To determine that the member of the Supervisory Board indicated above in paragraph 3.1.3 herein shall comply with the independence requirements during the entire term of office.”
4. Relating to the approval of the terms and conditions of contracts.
“4.1. To approve the terms and conditions related to the protection of confidential information agreement signed by the members of the Supervisory Board (attached);
4.2. To approve the terms and conditions of the contract related to the activity of the Supervisory Board member (attached);
4.3. To approve the terms and conditions of the contract related to the activity of an independent member of the Supervisory Board (attached);
4.4. To define an hourly pay (before taxes) in the amount of 150 LTL (one hundred and fifty LTL) for an independent member of the Supervisory Board for the actual activity as an independent member of the Supervisory Board;
4.5. To establish that the hourly pay for an independent member of the Supervisory Board of the Company is limited to a maximum amount of 3,500 LTL (three thousand five hundred LTL) (before taxes);
4.6. To authorize the Director General to sign contracts with the members of the Supervisory Board the conditions of which are specified in the above paragraphs 4.1 - 4.3 herein, giving the right to emend non-essential terms and conditions in the contracts.”
The date, time and place of the Extraordinary General Meeting of Shareholders: The Extraordinary General Meeting of Shareholders of LESTO AB will be held on 26 July 2013, at 9.00 a.m., on the premises of LESTO AB (Žvej? str. 14, Vilnius).
The shareholder registration will start at 8.25 a.m. and will end at 8.55 a.m.
The record date of these General Meetings is 19 July 2013. Only persons who are shareholders of LESTO AB at the end of the record date of the General Meeting of Shareholders of company shall have the right to attend and vote at the General Meeting of Shareholders of LESTO AB.
Shareholders can familiarise themselves with documents related to the agenda of the General Meeting of Shareholders of LESTO AB, documents to be submitted to General Meeting of Shareholders and other information related to the implementation of the rights of shareholders specified in this notice on the website of LESTO AB at http://www.lesto.lt from the date of this notice as well as on the premises of LESTO AB (Žvej? str. 14, 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).
Information is not confidential.
Representative for Public Relations Ernestas Naprys, Tel. No (+370-5) 251 4516.
