Lietuvos Dujos - Notification on material event

Regarding the reorganization of AB LESTO and public limited liability company Lietuvos Dujos

Public limited liability company Lietuvos Dujos, legal entity code: 120059523,
registered address: Aguonų St. 24, LT-03212 Vilnius. The total number of issued
ordinary registered shares of Lietuvos Dujos is 290 685 740; ISIN code -
LT0000116220. 

We hereby inform that the meetings of the Boards of AB LESTO and public limited
liability company Lietuvos Dujos held on 31 August 2015 discussed and approved
the draft Reorganization Terms of AB LESTO and public limited liability company
Lietuvos Dujos. 

On the basis of the Reorganization Terms of AB LESTO and public limited
liability company Lietuvos Dujos (hereinafter - the Reorganization Terms), the
Companies are reorganised by way of merger, as laid down in Article 2.97 (4) of
the Civil Code of the Republic of Lithuania. 

The reorganized companies (ceasing their existence after Reorganization):
- AB LESTO (code 302577612, legal form - public limited liability company,
registered address Aguonų St. 26, LT-03212 Vilnius, Republic of Lithuania, data
collected and stored in the Register of Legal Entities of the Republic of
Lithuania, VAT code LT100005809812, ISIN code LT0000128449) (hereinafter -
LESTO) and 
- public limited liability company Lietuvos Dujos (code 120059523, legal form -
public limited liability company, registered address Aguonų St. 24, LT- 03212,
Vilnius, Republic of Lithuania, data collected and stored in the Register of
Legal Entities of the Republic of Lithuania, VAT code LT200595219, ISIN code
LT0000116220) (hereinafter - Lietuvos Dujos), 
which are planned to be merged and the establishment of a new company, namely,
AB Energijos Skirstymo Operatorius  (legal entity code to be attributed in
accordance with the procedure established in the legislation of the Republic of
Lithuania following the registration of AB Energijos Skirstymo Operatorius with
the Register of Legal Entities, legal form - public limited liability company,
future registered address - Aguonų St. 24, LT- 03212, Vilnius, Republic of
Lithuania, the ISIN code of the issue of shares will be attributed following
the registration of the issue of AB Energijos Skirstymo Operatorius shares with
the Central Securities Depository) (hereinafter - ESO) is planned after the
Reorganization on the basis of the reorganized companies. 

The General Meetings of Shareholders of LESTO and Lietuvos Dujos will take a
decision on the reorganization of LESTO and Lietuvos Dujos, on the approval of
the Reorganization Terms and other related issues in accordance with the
procedure established in the legislation of the Republic of Lithuania. The new
company which will be incorporated and will commence its activities after the
Reorganization is ESO. 

The shares of LESTO and Lietuvos Dujos will be exchanged for the shares of ESO,
the company to be active after the Reorganization, in accordance with the
procedure and on the grounds established in the Reorganization Terms. 

ESO will immediately apply for the issuance of the electrical energy
distribution license, license for public supply of electrical energy and
natural gas distribution license (hereinafter - the Licenses) after its
registration with the Register of Legal Entities. 

ESO, the company to be active after the Reorganization, will take over all
fixed and current assets of LESTO and Lietuvos Dujos also long-term and current
financial and other liabilities, accounts receivable and payable in accordance
with agreements concluded by LESTO and Lietuvos Dujos or obligations arising on
other grounds. ESO will also take over all rights to licences, permits and
certificates used by LESTO and Lietuvos Dujos, if legislation provides for the
possibility to transfer such rights, and other rights and obligations of LESTO
and Lietuvos Dujos assumed according to other transactions and obligations
arising on other grounds (including the rights and obligations under collective
and employment contracts, funds kept in bank accounts of LESTO and Lietuvos
Dujos, agreements with the newest and existing consumers of electrical energy
and gas distribution services, producers of electrical energy, independent
suppliers, also suppliers of goods, services and (or) works) and rights and
obligations under other documents drawn up by LESTO and Lietuvos Dujos
(technical specifications, design specifications, etc.), except for those
rights and obligations of LESTO and Lietuvos Dujos which are prohibited to be
transferred or which cannot be transferred to another person during the
Reorganization in accordance with the imperative provisions of the Republic of
Lithuania (hereinafter the above listed assets, rights and obligations taken
over by ESO are referred to as Transferred Assets, Rights and Obligations). 

ESO will take over all the Transferred Assets, Rights and Obligations from
LESTO and Lietuvos Dujos, and all transactions of LESTO and Lietuvos Dujos will
be included in ESO accounting. After the effective date of the Licences becomes
known, on the date of transfer (i.e. on a certain day before the effective date
of the Licenses) separate deeds of transfer and acceptance of LESTO and
Lietuvos Dujos assets, rights and obligations (including the rights and
obligations under the employment contracts) will be signed between ESO and
LESTO, and ESO and Lietuvos Dujos. 

The intended commencement of ESO's activities after the takeover of the
Transferred Assets, Rights and Obligations from LESTO and Lietuvos Dujos is 1
January 2016. 

Reorganization Terms, the draft Articles of Association of ESO, the company to
be active after the Reorganization, the sets of financial statements and annual
reports of LESTO and Lietuvos Dujos of the past 3 financial years, the sets of
interim financial statements of LESTO and Lietuvos Dujos, a report on the
assessment of the Reorganization Term and reports on intended reorganization
drawn up by the Boards of LESTO and Lietuvos Dujos are available for
familiarization at the headquarters of LESTO (Aguonų St. 26, Vilnius, Republic
of Lithuania) and headquarters of Lietuvos Dujos (Aguonų St. 24, Vilnius,
Republic of Lithuania) on working days from 7.30 a.m. till 11.30 a.m. and from
12.15 p.m. till 4.30 p.m. (on Fridays - till 3.15 p.m.). 

The said information and documents are also published in the procedure set
forth for the publication of regulated information and are publicly available
on the Companies' websites at www.lesto.lt and www.lietuvosdujos.lt as well as
on the website of NASDAQ OMX Vilnius Stock Exchange
http://www.nasdaqomxbaltic.com. 

Information is not confidential.


         Laura Šebekienė
         Head of Communications
         Ph. +370 633 99940
         Email: l.sebekiene@lietuvosdujos.lt

Attachments:

LD_report on intended reorganisation.pdf

Report on assessment of reorganization terms.pdf

Terms of reorganisation part2.pdf

Terms of reorganisation part3.pdf

Terms of reorganisation part1.pdf