Published: 2020-03-17 16:06:07 CET
Energijos Skirstymo Operatorius AB
General meeting of shareholders

Regarding the agenda and proposed draft resolutions of the Ordinary General Meeting of Shareholders of AB “Energijos Skirstymo Operatorius”

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

The Management Board of the Company convenes the Ordinary General Meeting of Shareholders, to be held on 30 April 2020. 

The Ordinary General Meeting of shareholders of the Company will take place at Aguonų str. 24, 207 hall, Vilnius, Republic of Lithuania. 

The meeting will start at 10.00 a.m. on 30 April 2020. 

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 23 April 2020. 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 Ordinary General Meeting of Shareholders of the Company. 

The Company, taking into account the situation regarding the spread of coronavirus, requests all shareholders of the Company to use the opportunity to vote in writing at the Ordinary General Meeting of Shareholders by completing general ballot paper available on the Company's website www.eso.lt, under section „For Investors“. 

It should be noted that on March 17, 2020, the Board of the Company was informed about the decision of the Board of UAB “Ignitis grupė” that the Company should not be subject to the provision of the dividend policy of the companies of UAB “Ignitis grupė” group of companies, according to which the Board of the Company should propose not to distribute dividends for the reporting period. Also, on March 17, 2020, the Board of the Company received a proposal from its main shareholder, UAB “Ignitis grupė”, to pay dividends of at least EUR 0.076 (EUR 7.6 cents) per share of the Company. The Board of the Company has taken this shareholder's proposal into consideration when deciding on approval of the Company's draft profit (loss) appropriation for 2019. 

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

1. Regarding the approval of the Annual Report of AB „Energijos skirstymo operatorius“ for the year 2019. 

“Approve the Annual Report of AB „Energijos skirstymo operatorius“ for the year 2019 (enclosed)”. 

2. Regarding the approval of the audited Annual Financial Statements of AB „Energijos skirstymo operatorius“ for the year 2019. 

“Approve the audited Annual Financial Statements of AB „Energijos skirstymo operatorius“ for the year 2019 (enclosed)”. 

3. Regarding the allocation of profit (loss) of AB „Energijos skirstymo operatorius“ for the year 2019. 

“To allocate the profit (loss) of AB „Energijos skirstymo operatorius“ for the year 2019 (enclosed)”. 

4. Regarding the remuneration policy of AB „Energijos skirstymo operatorius“.

„Approve the guidelines for executives remuneration of the group of companies of UAB „Ignitis grupė“ (enclosed) and remuneration policy of UAB „Ignitis grupė“ (enclosed) in corpore as the documents constituting the remuneration policy of AB „Energijos skirstymo operatorius“ in accordance with paragraph 1 of article 373 of the Law on Companies of the Republic of Lithuania.“ 

The record date of the rights of Company’s shareholders – 15 May 2020. In accordance with paragraph 2 of Article 15 of Law of Companies of Republic of Lithuania, the persons having the right to receive dividends are those, who are the shareholders of the company at the end the record date. 

All statutory information related to the convened Ordinary General Meeting of Shareholders and annexes to issues on the agenda of such meeting shall be announced on the website of the Company www.eso.ltand in the home page of Nasdaq Vilnius following the procedure established by the law. Non-public documents regarding the 4th question of the agenda are available to shareholders  at the Company's registered office in accordance with the Company’s procedure. 

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

Shareholders of the Company 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 the Company to Aguonų str. 24, Vilnius, no later than 3 working days before the General Meeting of Shareholders. 

A shareholder or his authorised representative shall have the right to vote in writing in advance (by filling the general ballot papers). If the shareholder entitled to vote or his duly authorised representative requires so in writing, the Company shall prepare the general ballot papers and send them by registered mail or deliver to the shareholder against signed acknowledgement of receipt at least 10 days prior to the Ordinary General Meeting of Shareholders. The general ballot papers shall also be provided on the website of the Companywww.eso.lt, in section For Investors. The filled in and signed general ballot papers supported by the document certifying the voting right may be sent to the Company by registered mail or delivered to Aguonų str. 24, Vilnius, no later before the General Meeting of Shareholders. 

The Company shall reserve the right not to include the advance vote of a shareholder or his authorised representative, if the submitted general ballot papers do not conform to the provisions of Article 30(3) and (4) of the Law on Companies of the Republic of Lithuania or they are received after the end of deadline or filled in such manner that it is impossible to establish the true will of the shareholder regarding the individual issue. 

Persons shall have the right to vote under the authorisation in Ordinary General Meeting of Shareholders. An authorisation shall state in a written document that one person (the principal) grants to another person (the authorised representative) the right to represent the principal in establishing and maintaining relation with the third party. An authorisation to perform actions on behalf of a natural person that pertain to legal entities must be notarised, except in cases provided by the law and authorising the granting an authorisation in any other form. Authorised representatives must hold a personal identity document and an authorisation certified as provided by the law, which must be submitted by the closure of the registration of shareholders for Ordinary General Meeting of Shareholders. The authorised representative shall enjoy the same rights in convened general meeting of shareholders as his represented shareholder would. 

Shareholders entitled to attend Ordinary General Meeting of Shareholders shall have the right to authorise a natural person or a legal entity using electronic means of communication to attend and vote on his behalf at an Ordinary General Meeting of Shareholders. Such authorisation does not need to be notarised. The Company shall acknowledge authorisation granted by electronic means of communication only if the shareholder signs it by electronic signature generated by safe generation software and certified by a qualified certificate applicable in the Republic of Lithuania, i.e. if the security of the conveyed information is ensured and the identity of the shareholder can be established. The shareholder must notify the Company in writing about granted authorisation by electronic means of communication by sending an authorisation by e-mail to info@eso.lt by the closing (4.30 p.m.) of the working day of 29 April 2020. 

Electronic means of communication shall not be used for the participation and voting at Ordinary General Meeting of Shareholders.

 

Additional information: spokesman Tomas Kavaliauskas, tel. +370 617 51616

Attachments


Annex 4_guidelines for executives remuneration.pdf
Annex 1_ESO audited report and financial information 2019.pdf
Annex 3_Remuneration policy of UAB Ignitis grupe.pdf
Annex 2_ESO profit loss distribution 2019 m..pdf