OREANDA-NEWS. July 02, 2010. At the initiative and by resolution of the Management Board of LIETUVOS ENERGIJA AB (company code 220551550, registration address Zveju g. 14, LT-09310 Vilnius), an extraordinary general shareholders meeting is convened on July 21, 2010. The meeting will be held at the following address: A. Juozapaviciaus g. 13, Vilnius, Conference Hall. Starting time - 10:00 AM, July 21, 2010. Starting time of shareholders registration: 9:00 AM, July 21, 2010. Finishing time of the shareholders registration: 9:55 AM, July 21, 2010.

The established date for the headcount of the shareholders of the extraordinary general shareholders meeting is July 14, 2010. Only such persons shall have a right to participate and vote at the extraordinary general shareholders meeting, who by the end of the day of headcount of the shareholders of the extraordinary general shareholders meeting are shareholders of the joint-stock company LIETUVOS ENERGIJA.

The rights accounting day of the extraordinary general shareholders meeting shall be August 4, 2010. The property rights of the shareholders, enforced in Items 1-4 of Part 1 of Article 15 of the Law of the Republic of Lithuania on Joint-stock Companies, shall be held by such persons who by the end of the rights accounting day of the meeting are shareholders of the company.

The agenda of the meeting and the proposed draft resolutions are as follows:

1. Regarding the establishment of a daughter company of Lietuvos Energija AB and becoming a participant and (or) founder of other companies.

The following draft resolution is proposed:
“1.1. To approve the resolution of the Management Board of Lietuvos Energija AB, dated June 18, 2010, regarding the establishment of a daughter company, designated to perform the commercial activity in the field of information technologies and telecommunication, by endowing the Management Board of Lietuvos Energija AB with a right for this purpose to invest non-current assets of Lietuvos Energija AB (including the non-current assets, the value of which does not exceed LTL 15 million, defined in Item 32.1 of Articles of Association of Lietuvos Energija AB) and other assets or to use it otherwise with the aim of participation and (or) founding of this company.

1.2. To approve the resolution of the Management Board of Lietuvos Energija AB, dated June 18, 2010, regarding becoming of a participant in Elektros Tinklo Paslaugos UAB and Tetas UAB, or becoming a founder and (or) participant in the electricity transmission grid maintenance company, established on the basis of the aforementioned companies, by endowing the Management Board of Lietuvos Energija AB with a right for this purpose to invest non-current assets of Lietuvos Energija AB (including the non-current assets, the value of which does not exceed LTL 15 million, defined in Item 32.1 of Articles of Association of Lietuvos Energija AB) and other assets or to use it otherwise with the aim of participation and (or) founding of this company;

1.3. To approve the resolution of the Management Board of Lietuvos Energija AB, dated June 18, 2010, to become a participant and (or) founder of a company designated to perform the service and maintenance of information technologies of electricity companies by endowing the Management Board of Lietuvos Energija AB with a right for this purpose to invest non-current assets of Lietuvos Energija AB (including the non-current assets, the value of which does not exceed LTL 15 million, defined in Item 32.1 of Articles of Association of Lietuvos Energija AB) and other assets or to use it otherwise with the aim of participation and (or) founding of this company.

1.4. To endow the Management Board of Lietuvos Energija AB with a right to invest into its daughter company Kruonio Investicijos UAB the non-current assets of Lietuvos Energija AB (including the non-current assets, the value of which does not exceed LTL 15 million, defined in Item 32.1 of Articles of Association of Lietuvos Energija AB) and other assets or to use it otherwise with the aim of participation and (or) founding of this company and the right to adopt other resolutions, related to participation and (or) founding of this company.

1.5. To authorize the Management Board and Chief Executive Officer of Lietuvos Energija AB to adopt all requisite resolutions and sign agreements and/or other documents, related to participation in these companies and (or) the founding of these companies and investing of the assets indicated in this resolution and (or) respective use.”

2. Regarding increasing of authorized capital of Lietuvos Energija AB.

The following draft resolution is proposed:
“2.1. To increase the authorized capital of Lietuvos Energija AB (hereinafter - the Company) from 689 515 435 (six hundred eighty nine million, five hundred fifteen thousand, four hundred thirty five) litas to <…exact sum will be specified for the day of the general shareholders meeting…> by issuing <…exact sum will be specified for the day of the general shareholders meeting…> of new <…exact sum will be specified for the day of the general shareholders meeting…> ordinary registered shares valued at LTL (hereinafter - Shares);

2.2. To set the minimum issue price of one new share - LTL <…exact sum will be specified for the day of the general shareholders meeting…>, the total price of the Shares issue - LTL <…exact sum will be specified for the day of the general shareholders meeting…>;

2.3. To define that each shareholder of the Company within 15 days (from the public release of the announcement regarding the proposal to acquire Company Shares by right of priority), has the right of priority to sign the number of Shares issue which, at the end of rights accounting day, is proportional to the number of Company Shares owned by him/her;

2.4. All Shares shall be under the procedure and terms established in the Agreement of Shares signing;

2.5. If within the aforementioned period, designated for signing of Shares, more Shares are signed than foreseen under this resolution, the surplus of Shares signed, by shareholders at the latest, shall be proportionately made void according to the number of Company Shares, owned by such shareholders at the end of the rights accounting day. If not all Shares are signed within the period set for signing of Shares, the authorized capital shall be increased by the total nominal value of the signed Shares;

2.6. To authorize the Management Board, under this resolution and enforced legal acts, to increase authorized capital, to define conditions of agreements of Shares signing, the procedure of their signing and payment.”

3. Regarding Amending Articles of Association of Lietuvos Energija AB.

The following draft resolution is proposed:
“3.1. To amend the Articles of Association of Lietuvos Energija AB by including of the amount of the increased authorized capital of Lietuvos Energija AB, by changing the name of the parent company of Lietuvos Energija AB, by deleting the address of the head-office of Lietuvos Energija AB and changing the title of the daily, in which are released public announcements of the company (a copy of the revised Articles of Association is attached herein).

“3.2. To authorize the Chief Executive Officer of Lietuvos Energija AB under procedure established in the legal acts to sign amended Articles of Association of Lietuvos Energija AB and to perform all actions requisite for the registration of the amended Articles of Association at the Register of Legal Entities.”

4. Regarding the appointment of the auditor of the joint-stock company Lietuvos Energija AB and setting of payment conditions for the auditor's services in 2010.

The following draft resolution is proposed: “To select the audit firm PricewaterhouseCoopers UAB for the performance of audit of financial statements 2010 (including consolidated financial statements) and define the remuneration of not more than LTL 53.000 (fifty three thousand), without VAT, for the performance of the said audit services, which shall be paid within 60 (sixty) days upon issuing of an invoice.

A shareholder or its authorized person shall have a right to vote in advance in writing by filling a general voting ballot. If the shareholder, holding a right of vote or its duly authorized representative demands so in writing, the company shall prepare and not later than 10 days prior to the general shareholders meeting shall send a general voting ballot by registered mail or shall present it in person and confirm the receipt by signature. The general voting ballot is also available at the website of the company http://www.le.lt, folder “Akcininkams“. The filled and signed general voting ballot and the document, confirming the right of vote may be presented to the company by registered mail or handed over directly at the premises of the company with the
address A. Juozapaviciaus g. 13, Vilnius, not later than by the end of the office hours (16:30) of July 20, 2010.

The company retains the right not to register the advance vote of the shareholder or its authorized person, if its presented general voting ballot is not compliant with requirements, set forth in Parts 3 and 4, Article 30 of the Law on Joint-stock Companies of the Republic of Lithuania, its presentation is overdue or it is filled in the manner whereby ascertaining of the actual will of the shareholder is impossible.

At the general shareholders meeting there will be no participation or voting by electronic means.