Lietuvos Dujos AB - Notification on material event

Regarding resolutions adopted by AB Lietuvos Dujos Extraordinary General Meeting of Shareholders.

Vilnius, Lithuania, 2012-05-28 14:08 CEST (GLOBE NEWSWIRE) -- The Agenda of the
Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos (hereinafter
referred to as “the Company”) held on 28 May 2012 comprised four items: 

1. Selection of the method for the unbundling of the transmission activity and
control. 

2. Selection of the method for the unbundling of the distribution activity.

3. Instructions to the Board of Directors to implement the resolutions adopted.

4. On the members of the Board of Directors.



The Extraordinary General Meeting of Shareholders adopted the following
resolutions: 

1. Selection of the method for the unbundling of the transmission activity and
control. 

To perform the unbundling of the transmission activity of AB Lietuvos Dujos
following the method provided for by Article 4 of the Law on Implementation of
the Law Amending the Law on Natural Gas of the Republic of Lithuania and Para 8
of the plan approved by the Resolution No 1239 of the Government of the
Republic of Lithuania of 28 October 2011 “On Approval of the Plan on Performing
the Unbundling of Activities and Control of Natural Gas Companies that do not
Conform to the Requirements of the Law on Natural Gas of the Republic of
Lithuania” in accordance with the terms provided for by the legal acts by
spinning off a part (i.e. the activity of natural gas transmission of the
Company) from the Company, which continues its activity, and establishing a new
company on the basis of the assets, rights and obligations attributed to the
activity of natural gas transmission of the Company as provided for by Article
71 of the Law on Companies of the Republic of Lithuania. 

2. Selection of the method for the unbundling of the distribution activity.

To perform the unbundling of the distribution activity of AB Lietuvos Dujos by
establishing a subsidiary of the Company and by transferring the natural gas
distribution activity (complex of assets) to such subsidiary together with the
assets, rights and obligations attributed to such activity as contribution in
kind for the newly issued shares of the subsidiary in accordance with the terms
provided for by the legal acts. 

3. Instructions to the Board of Directors to implement the resolutions adopted.

To entitle the Board of Directors of the Company to prepare the Terms and
Conditions of the Spin-off of the Company, as well as adopt at its discretion
any and all decisions required for the implementation of the methods for the
unbundling of the transmission activity and the unbundling of the distribution
activity selected by the General Meeting of Shareholders of the Company, except
for the decisions regarding the value of the natural gas distribution activity
(as complex of assets), which shall be adopted by the General Meeting of
Shareholders of the Company, and other decisions the adoption of which is
attributed to the competence of the General Meeting of Shareholders of the
Company. 

When voting on the Agenda items 1, 2 and 3, the Company's shareholder OAO
Gazprom made a written statement (attached). 

4. On the members of the Board of Directors.

Taking into account the resignation of Dr. Frankenberg from office as the
Member and Chairman of the Board of Directors of AB Lietuvos Dujos with effect
as of 30 June 2012 (inclusive), to accept his resignation and elect Dr. Achim
Saul as a new member of the Company's Board of Directors effective from 1 st
July 2012, 0:00. Dr. Saul will hold this position until the expiration of the
term of office of the current Company's Board of Directors. 

The resoliutions adopted by the Extraordinary General Meeting of Shareholders
of the Company are posted on the Central Database of Regulated Information
www.crib.lt  and the website of the Company www.dujos.lt. 



Authorised person:

Saulius Bilys

Head of Strategic Development Division

Tel. +3705 236 01 46

Attachments:

2012-05-28-Esminio-priedas-Gazprom-pareiskimas-NVAS-EN.pdf