2010-06-30 14:14:20 CEST

2010-06-30 14:15:18 CEST


REGULATED INFORMATION

English Lithuanian
Lietuvos Energija AB - Notification on material event

Regarding Revised Agenda and Proposed Draft Resolutions of Extraordinary Shareholders Meeting of Joint-stock Company LIETUVOS ENERGIJA


At the initiative and by resolution of the Management Board of LIETUVOS
ENERGIJA AB (company code 220551550, registration address Žveju g. 14, LT-09310
Vilnius), an extraordinary general shareholders meeting is convened on July 21,
2010. The meeting will be held at the following address: A. Juozapavičiaus g.
13, Vilnius, Conference Hall. Starting time - 10:00 AM, July 21, 2010. Starting
time of shareholders registration: 9:00 AM, July 21, 2010. Finishing time of
the shareholders registration: 9:55 AM, July 21, 2010. 

The established date for the headcount of the shareholders of the extraordinary
general shareholders meeting is July 14, 2010. Only such persons shall have a
right to participate and vote at the extraordinary general shareholders
meeting, who by the end of the day of headcount of the shareholders of the
extraordinary general shareholders meeting are shareholders of the joint-stock
company LIETUVOS ENERGIJA. 

The rights accounting day of the extraordinary general shareholders meeting
shall be August 4, 2010. The property rights of the shareholders, enforced in
Items 1-4 of Part 1 of Article 15 of the Law of the Republic of Lithuania on
Joint-stock Companies, shall be held by such persons who by the end of the
rights accounting day of the meeting are shareholders of the company. 

The agenda of the meeting and the proposed draft resolutions are as follows:

1. Regarding the establishment of a daughter company of Lietuvos Energija AB
and becoming a participant and (or) founder of other companies. 

The following draft resolution is proposed: 
“1.1. To approve the resolution of the Management Board of Lietuvos Energija
AB, dated June 18, 2010, regarding the establishment of a daughter company,
designated to perform the commercial activity in the field of information
technologies and telecommunication, by endowing the Management Board of
Lietuvos Energija AB with a right for this purpose to invest non-current assets
of Lietuvos Energija AB (including the non-current assets, the value of which
does not exceed LTL 15 million, defined in Item 32.1 of Articles of Association
of Lietuvos Energija AB) and other assets or to use it otherwise with the aim
of participation and (or) founding of this company. 

1.2. To approve the resolution of the Management Board of Lietuvos Energija AB,
dated June 18, 2010, regarding becoming of a participant in Elektros Tinklo
Paslaugos UAB and Tetas UAB, or becoming a founder and (or) participant in the
electricity transmission grid maintenance company, established on the basis of
the aforementioned companies, by endowing the Management Board of Lietuvos
Energija AB with a right for this purpose to invest non-current assets of
Lietuvos Energija AB (including the non-current assets, the value of which does
not exceed LTL 15 million, defined in Item 32.1 of Articles of Association of
Lietuvos Energija AB) and other assets or to use it otherwise with the aim of
participation and (or) founding of this company; 

1.3. To approve the resolution of the Management Board of Lietuvos Energija AB,
dated June 18, 2010, to become a participant and (or) founder of a company
designated to perform the service and maintenance of information technologies
of electricity companies by endowing the Management Board of Lietuvos Energija
AB with a right for this purpose to invest non-current assets of Lietuvos
Energija AB (including the non-current assets, the value of which does not
exceed LTL 15 million, defined in Item 32.1 of Articles of Association of
Lietuvos Energija AB) and other assets or to use it otherwise with the aim of
participation and (or) founding of this company. 

1.4. To endow the Management Board of Lietuvos Energija AB with a right to
invest into its daughter company Kruonio Investicijos UAB the non-current
assets of Lietuvos Energija AB (including the non-current assets, the value of
which does not exceed LTL 15 million, defined in Item 32.1 of Articles of
Association of Lietuvos Energija AB) and other assets or to use it otherwise
with the aim of participation and (or) founding of this company and the right
to adopt other resolutions, related to participation and (or) founding of this
company. 

1.5. To authorize the Management Board and Chief Executive Officer of Lietuvos
Energija AB to adopt all requisite resolutions and sign agreements and/or other
documents, related to participation in these companies and (or) the founding of
these companies and investing of the assets indicated in this resolution and
(or) respective use.” 

2. Regarding increasing of authorized capital of Lietuvos Energija AB.

The following draft resolution is proposed: 
“2.1. To increase the authorized capital of Lietuvos Energija AB (hereinafter -
the Company) from 689 515 435 (six hundred eighty nine million, five hundred
fifteen thousand, four hundred thirty five) litas to <…exact sum will be
specified for the day of the general shareholders meeting…> by issuing <…exact
sum will be specified for the day of the general shareholders meeting…> of new<…exact sum will be specified for the day of the general shareholders meeting…>
ordinary registered shares valued at LTL (hereinafter - Shares); 

2.2. To set the minimum issue price of one new share - LTL <…exact sum will be
specified for the day of the general shareholders meeting…>, the total price of
the Shares issue - LTL <…exact sum will be specified for the day of the general
shareholders meeting…>; 

2.3. To define that each shareholder of the Company within 15 days (from the
public release of the announcement regarding the proposal to acquire Company
Shares by right of priority), has the right of priority to sign the number of
Shares issue which, at the end of rights accounting day, is proportional to the
number of Company Shares owned by him/her; 

2.4. All Shares shall be under the procedure and terms established in the
Agreement of Shares signing; 

2.5. If within the aforementioned period, designated for signing of Shares,
more Shares are signed than foreseen under this resolution, the surplus of
Shares signed, by shareholders at the latest, shall be proportionately made
void according to the number of Company Shares, owned by such shareholders at
the end of the rights accounting day. If not all Shares are signed within the
period set for signing of Shares, the authorized capital shall be increased by
the total nominal value of the signed Shares; 

2.6. To authorize the Management Board, under this resolution and enforced
legal acts, to increase authorized capital, to define conditions of agreements
of Shares signing, the procedure of their signing and payment.” 

3. Regarding Amending Articles of Association of Lietuvos Energija AB.

The following draft resolution is proposed: 
“3.1. To amend the Articles of Association of Lietuvos Energija AB by including
of the amount of the increased authorized capital of Lietuvos Energija AB, by
changing the name of the parent company of Lietuvos Energija AB, by deleting
the address of the head-office of Lietuvos Energija AB and changing the title
of the daily, in which are released public announcements of the company (a copy
of the revised Articles of Association is attached herein). 

“3.2. To authorize the Chief Executive Officer of Lietuvos Energija AB under
procedure established in the legal acts to sign amended Articles of Association
of Lietuvos Energija AB and to perform all actions requisite for the
registration of the amended Articles of Association at the Register of Legal
Entities.” 

4. Regarding the appointment of the auditor of the joint-stock company Lietuvos
Energija AB and setting of payment conditions for the auditor's services in
2010. 

The following draft resolution is proposed: “To select the audit firm
PricewaterhouseCoopers UAB for the performance of audit of financial statements
2010 (including consolidated financial statements) and define the remuneration
of not more than LTL 53.000 (fifty three thousand), without VAT, for the
performance of the said audit services, which shall be paid within 60 (sixty)
days upon issuing of an invoice. 

A shareholder or its authorized person shall have a right to vote in advance in
writing by filling a general voting ballot. If the shareholder, holding a right
of vote or its duly authorized representative demands so in writing, the
company shall prepare and not later than 10 days prior to the general
shareholders meeting shall send a general voting ballot by registered mail or
shall present it in person and confirm the receipt by signature. The general
voting ballot is also available at the website of the company http://www.le.lt,
folder “Akcininkams“. The filled and signed general voting ballot and the
document, confirming the right of vote may be presented to the company by
registered mail or handed over directly at the premises of the company with the
address A. Juozapavičiaus g. 13, Vilnius, not later than by the end of the
office hours (16:30) of July 20, 2010. 

The company retains the right not to register the advance vote of the
shareholder or its authorized person, if its presented general voting ballot is
not compliant with requirements, set forth in Parts 3 and 4, Article 30 of the
Law on Joint-stock Companies of the Republic of Lithuania, its presentation is
overdue or it is filled in the manner whereby ascertaining of the actual will
of the shareholder is impossible. 

The persons at the general shareholders meeting shall have a right to vote by
power of attorney. The power of attorney is deemed a written document, issued
by one person (issuer of power of attorney) to another person (the recipient of
power of attorney) to represent the issuer of power of attorney while
contacting third persons. The power of attorney on behalf of a physical person
to perform actions, related to legal persons, except for cases prescribed by
law, allowing issuance of the power of attorney in another form, shall be
signed by the notary. The authorized persons shall have a document, confirming
the identity of the person and the power of attorney, approved as prescribed by
law, which shall be presented not later than by the finishing time of the
shareholders registration of the general shareholders meeting. The authorized
person has the same rights at the general shareholders meeting as would be had
by the shareholder who is being represented. 

The shareholders, holding a right to participate at the extraordinary general
shareholders meeting, shall have a right to authorize by means of electronic
communications a physical or legal entity to take part or cast vote on their
behalf at the extraordinary general shareholders meeting. Such authorization
shall not require notary approval. The company shall deem valid the
authorization issued by electronic means only provided that the shareholder
signs it by an electronic signature, generated by a secure signature-generating
software and attested qualified certificate, valid within the Republic of
Lithuania, i.e. the security of the transmitted information is ensured and a
possibility of identification of the shareholder is provided. The shareholder
shall inform in writing the company about such authorization, issued by
electronic means, by sending such notification by email at info@lpc.lt not
later than end of office hours (16:30) of July 20, 2010. 

At the general shareholders meeting there will be no participation or voting by
electronic means. 

Sigitas Baltuška
Head of Communications
AB "Lietuvos energija"
A. Juozapavičiaus g.13
LT-09311 Vilnius
T. +370 5 278 2442
sigitas.baltuska@lpc.lt
www.le.lt