Convening the Extraordinary General Meeting of Shareholders of “Kauno Energija” ABAB Kauno Energija (hereinafter the Company) in accordance with Article 20 (1) (3), Article 23 (1) (5) of the Law of the Republic of Lithuania on Companies and the application of Kaunas City Municipality No. (33.200 Mr) R-1407 of May 30, 2023, “On the convening of the Extraordinary General Meeting of Shareholders of AB Kauno Energija”, convenes the extraordinary general meeting of shareholders of meeting of the Company, company code 235014830, registered office address Raudondvario pl. 84, Kaunas, on 29 June 2023.
Date of the meeting: Thursday, 29 June 2023. Start of the meeting: 11:00, place Company's meeting room, Raudondvario pl. 84, Kaunas, the shareholders' registration starts at 10:30.
Agenda of the Extraordinary General Meeting of Shareholders and draft decisions: On the election of the Supervisory Board of the Limited Liability Company Kauno Energija.
Draft decision: To elect the Supervisory Board of the Limited Liability Company Kauno Energija. The following candidates are nominated:
Antanas Etneris – for the position of an independent member of the Supervisory Board with competence in strategic planning and management;
Mindaugas Bičkauskas – to the position of an independent member of the Supervisory Board with competence in the field of finance (financial management, financial analysis or audit);
Pranas Rakauskas – to the position of member of the Supervisory Board of a civil servant with competence in the field of energy.
The candidates were selected for the positions of the members of the Supervisory Board of Limited Liability Company Kauno Energija in accordance with the “Description of the procedure for the selection of candidates for the collegiate supervisory or management body of a state or municipal enterprise, state or municipally owned company or its subsidiary” approved by the Resolution of the Government of the Republic of Lithuania No. 631 “On the approval of the Description of the procedure for the selection of candidates for the collegiate supervisory or management body of a state or municipal enterprise, state or municipally owned company or its subsidiary” and the “Guidelines for the selection procedures of civil servants and other persons to be elected to the collegial body of a company managed by Kaunas City Municipality” approved by resolution No M-84 of the Mayor of Kaunas City Municipality of 20 April 2023 “On the approval of the Guidelines for the selection procedures of civil servants and other persons to be elected to the collegial body of a company managed by Kaunas City Municipality”. 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 22 June 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 22 June 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 28 June 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 10:30 AM on 29 June 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 15 June 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 22 June 2023 (4:30 PM).
As of 7 June 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 37 305 855
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