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Convocation of the Extraordinary General Meeting of shareholders of AB Kauno energija
By decision No 2021-19-2 of the Board of Directors of AB Kauno energija (hereinafter the “Company”) of 28 October 2021 “On the initiation of the reorganisation of AB Kauno energija and AB Petrašiūnų katilinė by way of merger, convocation of the extraordinary general meeting of shareholders, announcement of the agenda of the meeting and draft decisions on the agenda”, the Board of Directors of AB Kauno energija (hereinafter the “Company”) on 25 November 2021 convenes the extraordinary general meeting of shareholders of the Company, reg. No 235014830, registered office address Raudondvario pl. 84, Kaunas.
Date of the meeting – Thursday, 25 November 2021. The meeting will start at 10:00, venue – the meeting room of the Company's administration, room 211, Raudondvario pl. 84, Kaunas, and the shareholder registration starts at 9:30.
Agenda and draft resolutions of the extraordinary general meeting of shareholders:
On approval of the participation of public limited liability company Kauno energija in the reorganisation by merger of public limited liability company Petrašiūnų katilinė with public limited liability company Kauno energija.
Draft resolutions:
1. To approve the participation of public limited liability company Kauno energija in the reorganisation by way of merger with public limited liability company Kauno energija (reg. No 235014830), which will continue its activities after the reorganisation, with public limited liability company Petrašiūnų katilinė (reg. No 304217723), which after the reorganisation will cease its activities as a legal entity, to instruct the management board of public limited liability company Kauno energija to draw up and publish the terms and conditions of the reorganisation in accordance with the procedure established by the legislation, and to carry out other actions necessary for the implementation of this decision, without preparation of any interim sets of financial statements.
2. Whereas public limited liability company Kauno energija is the sole shareholder of public limited liability company Petrašiūnų katilinė, the reorganisation by merger of public limited liability company Kauno energija and public limited liability company Petrašiūnų katilinė shall be carried out in accordance with the procedure set out in Article 70 of the Law on Companies of the Republic of Lithuania (hereinafter the “Law”), i.e., without carrying out an assessment of conditions of reorganisation by way of merger and without preparing an assessment of conditions of reorganisation by way of merger and a written report.
3. In the case provided for in Article 70(2) of the Law, without convening a general meeting of shareholders, the decision on reorganisation by merger, which would approve the terms of reorganisation and amend the Articles of Association of AB Kauno energija, which will continue to operate after the reorganisation, shall be adopted by the management board of AB Kauno energija, which will continue after the reorganisation, upon expiration of the period referred to in paragraph 2(3) of the said article.
The Company shall not make it possible to participate and vote in the meeting by electronic means.
The record date of the extraordinary general meeting of shareholders to be convened shall be 18 November 2021. The persons entitled to attend and vote at the extraordinary general meeting of shareholders to be convened shall be those who are the shareholders of the company at the end of 18 November 2021.
The authorised capital of the company is divided into 42,802,143 (forty two million eight hundred and two thousand one hundred and forty three) ordinary registered shares. All these shares carry the right to vote of the shareholders holding them.
A person attending the extraordinary general meeting of shareholders shall be required to furnish proof of identity. A person who is not a shareholder shall, in addition to this document, furnish a document confirming the right to vote at the extraordinary general meeting of shareholders. A proxy shall have the same rights at an extraordinary general meeting of shareholders as a shareholder represented by him. A shareholder's right to attend an extraordinary general meeting of shareholders shall also include the right to ask questions.
Please be informed that shareholders entitled to participate at the extraordinary general meeting of shareholders have the right to authorise in writing a natural or legal person to participate and vote on their behalf at the extraordinary general meeting of shareholders by electronic means. The shareholder must notify of the power of attorney in writing by sending the power of attorney by email to info@kaunoenergija.lt no later than by the end of work on 24 November 2021 (4:30).
Please be informed that the voting on the agenda item of the extraordinary general meeting of shareholders will be possible in writing by filling in the general voting ballot. Where the completed general ballot paper is signed by a person who is not a shareholder, the completed general ballot paper must be accompanied by a document certifying the right to vote. Please submit the duly completed general voting ballot by post or deliver it to the Company at Raudondvario pl. 84, Kaunas, by 9:30 on 25 November 2021. The Company reserves the right not to count a shareholder's early voting if the general ballot paper does not comply with the requirements of Article 30(3) and (4) of the Law on Companies of the Republic of Lithuania, or if the general ballot paper is filled in such a way that it is not possible to ascertain the shareholder's true will on a particular issue.
The agenda of an extraordinary general meeting of shareholders may be supplemented at the initiative of the shareholders holding at least 1/20 of the total votes. Shareholders may submit proposals to supplement the agenda of the extraordinary general meeting of shareholders by mail or deliver them to the Company at Raudondvario pl. 84, Kaunas, no later than by 11 November 2021.
Please be informed that the proposal to supplement the agenda of the extraordinary general meeting of shareholders must be accompanied by draft proposed resolutions or, where no resolutions are required to be adopted, by explanations for each proposed item of the agenda of the extraordinary general meeting of shareholders.
Please note that the shareholders holding shares carrying at least 1/20 of the total votes are entitled to propose new draft resolutions in writing on the items on the agenda of the meeting at any time before or during the extraordinary general meeting of shareholders.
Shareholders shall have the right to submit to the Company questions relating to the agenda of the extraordinary general meeting of shareholders to be held on 25 November 2021. Questions may be submitted by email to info@kaunoenergija.lt or delivered to the Company at Raudondvario pl. 84, Kaunas, no later than by the end of business hours (16:30) on 18 November 2021.
As of 3 November 2021, shareholders, upon arrival at the Company's registered office at Raudondvario pl. 84, Kaunas, or on the Company's website at www.kaunoenergija.lt, may access the Company's documents related to the agenda of the meeting of shareholders, draft resolutions of the meeting and information related to the exercise of the shareholders' rights.
Whereas the territory of the Republic of Lithuania is under a state emergency situation declared by the Government due to the threat of the spread of coronavirus (COVID-19), we encourage the Company's shareholders to give priority to accessing the information about the extraordinary general meeting of shareholders to be held on the Company's website www.kaunoenergija.lt/investuotojams/esminiai-ivykiai, and to submitting any proposals for additions to the agenda of the meeting by mail, as well as to giving priority to voting in written form by completing the general voting ballot.
Loreta Miliauskienė, Head of the Economics Department, tel. +370 37 305 855
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