Convocation of General Meeting of Shareholders of AB Kauno Energija, agenda and the resolution projectsGeneral Meeting of Shareholders of AB Kauno Energija (code of enterprise 235014830, address Raudondvario av. 84, Kaunas) (hereinafter – the Company) is convoked on April 27, 2023 by the decision of Company’s Management Board “Regarding publication of the Audited Financial Statements of AB Kauno Energija of the year 2022, profit (loss) allocation project, convocation of the General Meeting of Shareholders, its’ agenda and resolution projects on the agenda issues” No 2023-7-1 of April 4, 2023. The date of General Meeting is April 27, 2023, Thursday. Beginning of the Meeting – 10 a.m. Place – Company’s hall at Raudondvario av. 84, Kaunas, Lithuania. Registration of shareholders starts at 9.30 a.m. The agenda and the resolutions projects for the General Meeting of Shareholders: 1. Approval of Consolidated and Company’s Financial Statements of the year 2022, prepared according to the International Financial Reporting Standards accredited to use in European Union, presented together with Consolidated AB Kauno Energija Annual Report of the year 2022 and Conclusion of independent auditor. The resolution project is to approve the audited AB Kauno Energija Consolidated and Company’s Financial Statements of the year 2022, prepared according to the International Financial Reporting Standards accredited to use in European Union, presented together with Consolidated AB Kauno Energija Annual Report and Conclusion of independent auditor (included). 2. Allocation of AB Kauno Energija profit (loss) of the year 2022. The resolution project is to allocate AB Kauno Energija profit (loss) of the year 2022 in accordance to the profit (loss) allocation project provided to the General Meeting of Shareholders (included). 3. Approval of the Remuneration Policy of AB Kauno Energija. The resolution project is to approve the Remuneration Policy of AB Kauno Energija (included). 4. Amendment of the Articles of Association by reducing the number of members of the Supervisory Board to 3. The Extraordinary General Meeting of Shareholders held on 2023-01-10 (Minutes No. 2023/1) authorised the Managing Director of Kauno energija Open Limited Liability Company to prepare a draft amendment to the Articles of Association of Kauno energija Open Limited Liability Company regarding the reduction of the number of members of the Company's Supervisory Board down to 3 and to submit it to the Company's Ordinary General Shareholders' Meeting in 2023 for approval. The resolution project is to amend the Articles of Association of the Company to reduce the number of members of the Supervisory Board to three members. To authorise the Head of the Company to sign the amended Articles of Association of the Company and all other documents necessary for the implementation of the amendment (included). The Company shall not make it possible to participate and vote in the meeting by electronic means.
The record date of the general meeting of shareholders to be convened shall be 20 April 2023. The persons entitled to attend and vote at the general meeting of shareholders to be convened shall be those who are the shareholders of the company at the end of 20 April 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 these shares carry the right to vote of the shareholders holding them.
A person attending the 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 general meeting of shareholders. A proxy shall have the same rights at an general meeting of shareholders as a shareholder represented by him. A shareholder's right to attend an general meeting of shareholders shall also include the right to ask questions.
Please be informed that shareholders entitled to participate at the 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 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 d.guzeviciene@kaunoenergija.lt no later than by the end of work on 26 April 2023 (16:30).
Please be informed that the voting on the agenda item of the 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 27 April 2023. 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 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 general meeting of shareholders by mail or deliver them to the Company at Raudondvario pl. 84, Kaunas, no later than by 13 April 2023.
Please be informed that the proposal to supplement the agenda of the 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 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 general meeting of shareholders.
Shareholders shall have the right to submit to the Company questions relating to the agenda of the general meeting of shareholders to be held on 27 April 2023. Questions may be submitted by email to d.guzeviciene@kaunoenergija.lt or delivered to the Company at Raudondvario pl. 84, Kaunas, no later than by the end of business hours (16:30) on 20 April 2023.
The shareholders can get acquainted with Company’s documents related to the agenda of the General Meeting of Shareholders, with resolutions projects of the meeting and with the information related actualization of shareholders’ rights starting from April 6, 2023 by coming to the Company’s office at Raudondvario av. 84, Kaunas, or on the Company’s website at http://www.kaunoenergija.lt. Shareholders, 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. Loreta Miliauskienė, Head of Economic Department, tel. +370 37 305 855
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