Published: 2019-09-23 19:20:21 CEST
Energijos Skirstymo Operatorius AB
General meeting of shareholders

Regarding the Extraordinary General Meeting of Shareholders of AB “Energijos Skirstymo Operatorius”

AB “Energijos Skirstymo Operatorius” (hereinafter – the Company or ESO), identification code 304151376, registered office placed at Aguonu str. 24, Vilnius, Republic of Lithuania. The total number of registered ordinary shares issued by company is 894 630 333; ISIN code LT0000130023.

An Extraordinary General Meeting of Shareholders of ESO is to be convened on the initiative and by the decision of the Board of the Company on 23 September 2019.

The date, time and place of the Extraordinary General Meeting of Shareholders: The Extraordinary General Meeting of Shareholders of ESO will be held on 15 October 2019, at 10.00 a.m., on the premises of ESO (Aguonų str. 24, second floor, 207 hall, Vilnius).

The shareholder registration will start at 9.25 a.m. and will end at 9.55 a.m.

The record date of the Extraordinary General Meeting is 8 October 2019. Only persons who are shareholders of ESO at the end of the record date of the General Meeting of Shareholders of the Company shall have the right to attend and vote at the Extraordinary General Meeting of Shareholders of ESO. 

The following agenda of the Extraordinary General Meeting of Shareholders of ESO was approved by the decision of the Board of the Company on 31 January 2019 and the following draft decisions proposed:

1. Regarding the approval of the new version of the Articles of Association of AB „Energijos skirstymo operatorius“.

The proposed draft decision of the Extraordinary General Meeting of Shareholders of the Company on the abovementioned agenda item:

1. Approve a new version of the Articles of Association of AB „Energijos skirstymo operatorius“ (enclosed).

2. Authorize the General Director of AB „Energijos skirstymo operatorius“ to sign the amended Articles of Association of AB „Energijos skirstymo operatorius“ and personally or through his authorized persons carry out all actions to implement this decision.

2. Regarding the election of the independent member of the Supervisory board of AB „Energijos skirstymo operatorius“.

The proposed draft decision of the Extraordinary General Meeting of Shareholders of the Company on the abovementioned agenda item:

„2.1. To elect as independent member of the Supervisory board of AB “Energijos Skirstymo Operatorius” Ms. Žaneta Kovaliova until the end of the term of office (personal code and place of residence must not be published);

2.2. To elect as representative of the employees of the Company in the Supervisory board of AB “Energijos Skirstymo Operatorius” Ms. Dalia Jakutavičė until the end of the term of office (personal code and place of residence must not be published);

2.3. To establish that members of the Supervisory board of AB “Energijos Skirstymo Operatorius” shall start their activities upon the end of the General Meeting of Shareholders that elected them.

2.4. To approve the terms and conditions of the contract regarding the activities of the independent member of the Supervisory Board (enclosed in Lithuanian).

2.5. To approve the terms and conditions of the contract regarding the activities of the representative of the employees of the Company in the Supervisory board (enclosed in Lithuanian).

2.6. To define an hourly pay rate (before taxes) in the amount of EUR 54,43 (fifty four euros and forty three cents) for an independent member of the Supervisory Board and a representative of the employees of the Company in the Supervisory board for the actual activity as a member of the Supervisory Board.

2.7. To establish that the monthly pay rate for an independent member of the Supervisory Board and a representative of the employees of the Company in the Supervisory board is limited to a maximum amount of EUR 1300 (one thousand and three hundred euros, before taxes).

2.8. To authorize Chief Executive Officer of the AB “Energijos Skirstymo Operatorius” (with the right to re-authorize) to sign the contracts:

2.8.1. on security of confidential information and regarding activities of newly appointed independent member of the Supervisory Board;

2.8.2. on security of confidential information and regarding activities of newly appointed representative of the employees of the Company in the Supervisory board.“

3. Regarding the terms and conditions of the activities of the independent member of the Supervisory Board.

“3.1. To amend the terms of the Contract regarding the activities of a Member of the Supervisory Board by providing the possibility of signing the transfer-acceptance act with an electronic signature having the same legal force as a written signature.

3.2. To authorize the Chief Executive Officer of AB “Energijos Skirstymo Operatorius” (granting the right to re-authorize) to sign the amendment of Contract regarding the activities of a Member of the Supervisory Board”. 

Shareholders participating in the General Meeting of Shareholders of ESO 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 authorize, 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 authorization shall be approved in accordance with the procedure laid down in legal acts and shall be delivered to Aguonų 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 ESO shall also have the right to authorize, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the General Meeting of Shareholders. An authorization issued by electronic means of communication shall be recognized 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 authorization by electronic means of communication by sending it by e-mail to info@eso.lt not later than by the end of the working day on 14 October 2019 (16:30 p.m.). The authorized 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 authorization or laws provide for narrower rights of the authorized person). The shareholder’s right to participate in the General Meeting of Shareholders shall also include the right to ask. ESO has not approved any special authorization form of the abovementioned General Meeting of Shareholders.

The agenda of the General Meeting of Shareholders of ESO 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 ESO. 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 Extraordinary 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 ESO 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 ESO, new draft decisions on issues that are included or will be included in the agendas of the General Meeting of Shareholders of ESO. Proposals on the supplementation of the respective agenda or relevant draft decisions shall be submitted in writing to ESO, Aguonų str. 24, Vilnius, or by e-mail to info@eso.lt.

Shareholders of ESO 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 info@eso.lt or delivered to ESO to Aguonų str. 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 ESO in writing by filling in ballot papers. At the request of a shareholder, ESO 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 ESO. A completed ballot paper shall be signed by the shareholder or a person authorized by the shareholder. Where a person authorized 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 Aguonų 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 authorized 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 familiarize themselves with documents related to the agenda of the General Meeting of Shareholders of ESO, 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 ESO at www.eso.lt from the date of this notice as well as on the premises of ESO (Aguonų 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).

 

Additional information: spokesman Tomas Kavaliauskas, tomas.kavaliauskas@eso.lt, tel. +370 617 51616

Attachments


Draft Articles of Association of ESO_trackchanges.pdf
Dalia Jakutavičė CV.PDF
Žaneta Kovaliova_CV.PDF
Draft Articles of Association of ESO.PDF
Terms of the agreement regarding the activities of the independent membe....pdf
Terms of the agreement regarding the activities of the representative of....pdf
Terms and conditions of the agreement on protection of confidential info....pdf