LDJ: Regarding the Convocation of Ordinary General Meeting of AB Lietuvos Dujos Shareholders
The registration of shareholders will start at 12.25 p.m., 27 April 2015.
The registration of shareholders will be stopped at 12.55 p.m., 27 April 2015.
The Record Date of the Annual General Meeting of Shareholders: 20 April 2015. Persons who are shareholders of the Company at the end of the Record Day (20 April 2015) are entitled to attend the General Meeting of Shareholders and to vote at the meeting.
On 3 April 2015, the Board of the Company approved the Agenda and Draft Resolutions of the General Meeting of Shareholders.
Agenda:
- Regarding the approval of the Annual Report of the AB Lietuvos Dujos for the year 2014:
1.1. To approve the Annual Report of the AB Lietuvos Dujos for the year 2014 (see attached).
- Regarding the approval of the Annual Financial Statements of AB Lietuvos Dujos for the year 2014:
2.1. To approve the Annual Financial Statements of AB Lietuvos Dujos for the year 2014 (see attached) audited by the audit company Ernst & Young Baltic UAB
- Regarding the allocation of the profit (loss) of AB Lietuvos Dujos of the year 2014:
3.1. To allocate the profit of AB Lietuvos Dujos of the year 2014 (see attached).
- Regarding the approval of new version of the Articles of association of AB Lietuvos Dujos.
4.1. To approve the new version of the Articles of association of AB Lietuvos Dujos (attached).
4.2. To empower the Chief Executive Officer of AB Lietuvos Dujos personally or through his authorized persons to sign the new version of the Articles of association of AB Lietuvos Dujos and carry out all actions related to the registration of the Articles of association in the Register of Legal Entities of the Republic of Lithuania.“
A person attending the General Meeting of Shareholders and entitled to vote shall present a document for proof of personal identity. A person who is not a shareholder shall in addition present a document certifying his right to vote at the General Meeting of Shareholders. Shareholders participating in the General Meeting of Shareholders of AB Lietuvos Dujos shall produce an identity document. Shareholders shall be granted pecuniary and non-pecuniary rights provided for by laws and other legal acts of the Republic of Lithuania. Shareholders entitled to participate in the aforementioned shareholder meeting shall have the right to authorise, in writing, a natural or legal person to participate and vote on their behalf at the General Meetings of Shareholders indicated in this notice. Such a written authorisation shall be approved in accordance with the procedure laid down in legal acts and shall be delivered to Aguon? str. 24, Vilnius no later than by the end of shareholder registration for a relevant General Meeting. Shareholders entitled to participate in the General Meeting of Shareholders of AB Lietuvos Dujos shall also have the right to authorise, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the General Meeting of Shareholders. An authorisation issued by electronic means of communication shall be recognised as valid provided that the security of the information transferred is ensured and it is possible to identify the shareholder. Shareholders shall report the issuance of an authorisation by electronic means of communication by sending it by e-mail to ld@lietuvosdujos.lt not later than by the end of the working day on 24 April 2015 (15:15 p.m.). The authorised person shall have an identity document and shall enjoy the same rights at the General Meeting as the shareholder represented by him would enjoy (unless the issued authorisation or laws provide for narrower rights of the authorised person). The shareholder’s right to participate in the General Meeting of Shareholders shall also include the right to ask.
The Company does not provide a possibility of participating in the General Meeting of Shareholders and voting by using electronic means of communications.
The agenda of the General Meeting of Shareholders of AB Lietuvos Dujos may be supplemented on the initiative of shareholders of company whose shares held in company carry at least 1/20 of all votes at the General Meeting of Shareholders of AB Lietuvos Dujos. The proposal to supplement the agenda of the respective General Meeting of Shareholders shall be accompanied by draft decisions or, where no decisions have to be taken, by explanations on each proposed agenda item of the Ordinary General Meeting of Shareholders. The agenda shall be supplemented if the proposal is received no later than 14 before the respective General Meeting of Shareholders. Shareholders whose shares held in AB Lietuvos Dujos carry at least 1/20 of all votes at the General Meeting of Shareholders of company shall have the right to propose, at any time before the General Meeting of Shareholders of AB Lietuvos Dujos, new draft decisions on issues that are included or will be included in the agendas of the General Meeting of Shareholders of AB Lietuvos Dujos. Proposals on the supplementation of the respective agenda or relevant draft decisions shall be submitted in writing to AB Lietuvos Dujos, Aguon? str. 24, Vilnius, or by e-mail to ld@lietuvosdujos.lt.
Shareholders of AB Lietuvos Dujos shall have the right to present questions related to the agenda of the General Meeting of Shareholders of Company. Questions may be presented by e-mail to ld@lietuvosdujos.lt or delivered to AB Lietuvos Dujos to Aguon? srt. 24, Vilnius, no later than 3 working days before the General Meeting of Shareholders.
Shareholders will be able to vote on the agenda items of the General Meeting of Shareholders of AB Lietuvos Dujos in writing by filling in ballot papers. At the request of a shareholder, AB Lietuvos Dujos shall send, free of charge, a ballot paper to the shareholder by registered post or deliver it by hand against signature no later than 10 days before the General Meeting of Shareholders of AB Lietuvos Dujos. A completed ballot paper shall be signed by the shareholder or a person authorised by the shareholder. Where a person authorised by the shareholder casts a vote, a document certifying the right to vote shall be attached to the completed ballot paper. Filled and signed general ballot paper and the document confirming the voting right can be sent to the company by registered mail or delivered at Aguon? str. 24, Vilnius, no later before the General Meeting of Shareholders. The Company retains the right not to recognize the advance vote of the shareholder or his/her authorised representative, if his/her submitted general ballot paper does not meet the requirements of Paragraphs 3 and 4 of Article 30 of the Law on Companies of the Republic of Lithuania, was received to late or is filled so that the true will of the shareholder on an individual matter cannot be determined. Electronic means of communication shall not be used for participation and voting at either of the abovementioned General Meeting of Shareholders.
Shareholders can get familiar with documents related to the agenda of the General Meeting of Shareholders of AB Lietuvos Dujos, draft decisions on the agenda, 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 AB Lietuvos Dujos at www.lietuvosdujos.lt from the date of this notice as well as on the premises of AB Lietuvos Dujos (Aguon? str. 24, 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
Attachments:
- Company‘s financial statements and annual report 2014;
- Draft paper on appropriation of Company‘s profit 2014;
- General ballot;
- Form of power of attorney;
- Project of the new version of the Bylaws
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