Published: 2019-11-11 18:00:00 CET
Energijos Skirstymo Operatorius AB
Notification on material event

Regarding the agenda and proposed draft resolutions of 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. 

On 11 November 2019 the Company received a written request from the Company’s shareholder – UAB “Ignitis grupė“, holding 94,98 percent of votes in the Company‘s General Shareholders Meeting – proposing to convene the Extraordinary General Meeting of Shareholders. 

In accordance to the request of UAB “Ignitis grupė”, on 11 November 2019 the Board of the Company decided to convene the Extraordinary General Meeting of Shareholders. 

The Extraordinary General Meeting of shareholders of the Company will take place on the premises of ESO (Aguonų str. 24, second floor, 207 hall, Vilnius). 

The meeting will start at 10.00 a.m. on 4 December 2019. 

Start of registration of shareholders at 9.30 a.m.

End of registration of shareholders at 9.55 a.m. 

The record day of the Extraordinary General Meeting of Shareholders of the Company is 27 November 2019. Only those persons who are shareholders of the Company as of the end of the said record day are entitled to attend and vote at the Extraordinary General Meeting of Shareholders of the Company. 

The agenda and the proposed draft resolution of the Extraordinary General Meeting of Shareholders of the Company: 

1. Regarding delisting of shares of AB “Energijos skirstymo operatorius” from trading on the AB Nasdaq Vilnius Stock Exchange.

Proposed draft decision:

1.1. To delist all shares of AB “Energijos skirstymo operatorius” from trading on the AB Nasdaq Vilnius Stock Exchange.

1.2. To confirm the shareholder UAB “Ignitis grupė” (legal entity code 301844044) as a person who will make an official tender offer to buy shares of AB “Energijos skirstymo operatorius” listed on the AB Nasdaq Vilnius Stock Exchange.

1.3. To authorize the General Director of AB “Energijos skirstymo operatorius” with the right to re-authorize to perform all necessary actions and to submit all necessary documents regarding the delisting of the shares of AB “Energijos skirstymo operatorius” from trading on the regulated market. 

In accordance to paragraphs 3 and 4 of Article 33 of the Law on Securities of the Republic of Lithuania, the Company has to submit the notification of the intention to delist shares from trading on the regulated market operating in the Republic of Lithuania. This notification is attached to this report. 

All statutory information related to the convened Extraordinary General Meeting of Shareholders and annexes to issues on the agenda of such meeting shall be announced on the website of the Company http://www.eso.lt and in the home page of Nasdaq Vilnius following the procedure established by the law. 

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 3 December 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).


For more information - Tomas Kavaliauskas, Public Relations project manager, tel. +370 617 51616, el. paštas tomas.kavaliauskas@ignitis.lt  

Attachment


ESO intention to delist shares.pdf