Convening the Extraordinary General Meeting of Shareholders of “Kauno Energija” AB
By the decision No 2023-10-4 of the Board of “Kauno Energija” AB (hereinafter – the Company) adopted on 5 September 2023, an Extraordinary Meeting of Shareholders of the Company, company code 235014830, having its registered office at Raudondvario pl. 84, Kaunas, is convened on 5 October 2023.
The date of the Extraordinary General Meeting is October 5, 2023, Thursday. Beginning of the Meeting – 10 a.m. The Meeting will take place at Company’s hall at Raudondvario rd. 84, Kaunas. Registration of shareholders begins at 09.30 a.m.
The agenda and the resolution projects for the Extraordinary General Meeting of Shareholders:
1. Election of the audit company and determination of the terms of payment for audit services.
The resolution projects are as follows:
1. To elect the audit company UAB ROSK Consulting for the audit of the consolidated financial statements of AB Kauno Energija and its subsidiaries for the years 2023 and 2024, for the audit of costs attributed to the regulated activities of AB Kauno Energija, covered by the income from regulated activities.
2. To determine that the price of the service of the audit of consolidated financial statements of AB Kauno Energija and its subsidiaries for the years 2023 and 2024 is EUR 35,000.00 plus VAT for the performance of 1 (one) year (12 months audited period) audit, and EUR 70,000.00 plus VAT for the performance of 2-years (2023 and 2024) audit. Payment term is 30 calendar days after signing of deed of conveyance of the service and submission of VAT invoices.
3. To determine that the price of the service of the audit of the costs attributed to the regulated activity of AB Kauno Energija in 2023 and 2024, covered by the income from the regulated activity, is EUR 5,00.000 plus VAT for the performance of 1 (one) year (12 months audited period) audit, and EUR 10,000.00 plus VAT for the performance of the audit of 2 years (2023 and 2024). Payment term is 30 calendar days after signing of deed of conveyance of the service and submission of VAT invoices.
The Company does not provide the possibility to attend and vote at the meeting by electronic means.
The recorded date for the Extraordinary General Meeting shall be 28 September 2023. The persons entitled to attend and vote at the Extraordinary General Meeting shall be the persons who are shareholders of the Company at the end of the workday on 28 September 2023.
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 the shares entitle their holders to exercise a voting right.
A person attending the Extraordinary General Meeting of Shareholders must produce a proof of identity. A person who is not a shareholder of the Company, in addition shall furnish the document entitling to vote at the Extraordinary Meeting of Shareholders. The authorised person shall have the same rights at an Extraordinary General Meeting as the principal shareholder. A shareholder’s right to attend an Extraordinary General Meeting shall also include the right to ask questions.
Shareholders entitled to attend an Extraordinary General Meeting of Shareholders may authorise in writing by electronic communication means a natural person or legal entity to attend and vote on their behalf at an Ordinary General Meeting of Shareholders. A shareholder must notify about the issue of the power of attorney in writing by emailing the power of attorney to d.guzeviciene@kaunoenergija.lt no later than by the end of a business day on 4 October 2023 (4:30 PM).
Please note that voting on the issues on the agenda of the Extraordinary General Meeting of Shareholders shall be in the form of a general ballot. If the completed general ballot paper is signed by the person who is not a shareholder, the completed general ballot must be accompanied by a document evidencing the voting right. Properly completed general voting ballot papers must be delivered by post or brought to the Company at Raudondvario pl. 84, Kaunas, before 9:30 AM on 5 September 2023. The Company reserves the right to exclude a shareholder’s early vote when calculating votes, if the general ballot paper does not comply with the requirements set forth in Article 30(3) and (4) of the Law on Companies of the Republic of Lithuania, or if the completed general ballot paper makes it impossible to verify the shareholder’s actual intentions in respect of a particular issue.
The agenda of an Extraordinary General Meeting of Shareholders may be amended at the discretion of the shareholders whose shares carry at least 1/20 of the total number of votes. Proposals to the agenda of the Extraordinary General Meeting of Shareholders may be submitted by mail or delivered to the Company’s representative office at Raudondvario pl. 84, Kaunas, no later than before 22 September 2023.
Please note that a proposal to supplement the agenda of an Extraordinary General Meeting of Shareholders must be accompanied by a draft decision or, where no decision is required, by the explanations on each proposed issue of the agenda of the Extraordinary General Meeting of Shareholders.
Shareholders holding at least 1/20 of the total number votes are entitled to propose new draft resolutions in writing on the issues on the agenda of the meeting at any time before or during an Extraordinary General Meeting of Shareholders.
Shareholders shall have the right to ask the questions concerning the agenda of the Extraordinary General Meeting of Shareholders. Questions should be emailed to d.guzeviciene@kaunoenergija.lt or delivered to the Company’ address at Raudondvario pl. 84, Kaunas, no later than by the end of a business day on 3 October 2023 (4:30 PM).
As of 13 September 2023, the shareholders who come to the Company’s registered office at Raudondvario pl. 84, Kaunas, or visit the Company’s website www.kaunoenergija.lt, may get acquainted with the Company’s documents related to the agenda of the Shareholders’ Meeting, the draft resolutions of the Meeting and the information related to exercising of a shareholder’s rights.
Shareholders of the Company are invited to give priority to accessing the information provided by the Company on the website www.kaunoenergija.lt/bendroves-veikla/ in the section “Information for Investors / Material Events”, and to submit their proposals for amending the agenda of the Extraordinary General Shareholders’ Meeting by post (or by e-mail).
Loreta Miliauskienė, Head of Economic Department, tel. +370 69815118
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