LESTO - Notification on material event

Regarding of the Extraordinary General Meeting of Shareholders of LESTO AB and the General Meeting of Shareholders of “Energijos skirstymo operatorius” AB

LESTO AB (hereinafter - LESTO, Company), identification code 302577612,
registered office placed at Aguonų St. 26, Vilnius, Republic of Lithuania. The
total number of registered ordinary shares issued by company is 603 944 593;
ISIN code LT0000128449. 

The planned address of the registered office of “Energijos skirstymo
operatorius” AB is Aguonų St. 24, LT-03212, Vilnius. Legal entity number will
be assigned and the authorised capital of “Energijos skirstymo operatorius” AB
will be formed upon registering “Energijos skirstymo operatorius” AB in the
Register of Legal Entities, with an ISIN code to be assigned upon registering
the issue of shares of “Energijos skirstymo operatorius” AB in the Central
Securities Depository. 

1. Considering that there is no basis to change and/or modify the publicly
announced Terms of Reorganization of LESTO AB and public limited liability
company “Lietuvos dujos” or individual provisions thereof, and following the
provisions of applicable laws, an Extraordinary General Meeting of Shareholders
of LESTO AB is to be convened on the initiative and by the decision of the
Board of LESTO AB on 10 November 2015. 

2. A General Meeting of Shareholders of  “Energijos skirstymo operatorius” AB,
established as a result of the reorganisation of LESTO AB and public limited
liability company “Lietuvos dujos”, will also be convened on the initiative and
by the decision of the Boards of LESTO AB and public limited liability company
“Lietuvos dujos” on 10 November 2015 (until the date of registration of the
Articles of Association of “Energijos skirstymo operatorius” AB with the
Register of Legal Entities of the Republic of Lithuania, the shareholders of
LESTO AB and public limited liability company “Lietuvos dujos” shall be
considered to be the shareholders of “Energijos skirstymo operatorius” AB and
the number of votes held by them at the General Meeting of Shareholders of
“Energijos skirstymo operatorius” AB shall be calculated according to the rules
for exchanging the shares of LESTO AB and public limited liability company
“Lietuvos dujos” into the shares of “Energijos skirstymo operatorius” AB that
are set out in the Terms of Reorganisation). 

3. The Extraordinary General Meeting of Shareholders of LESTO AB will be held
on 3 December 2015, at 8.00 a.m. at Aguonų str. 26, LT-03212, Vilnius, room No
117, shareholder registration will start at 7.25 a.m. and will end at 7.55 a.m. 

4. The General Meeting of Shareholders of “Energijos skirstymo operatorius” AB
will be held on 3 December 2015 at 10.00 a.m. at Aguonų str. 24, LT-03212,
Vilnius, room No 207, shareholder registration will start at 9.25 a.m. and will
end at 9.55 a.m. 

5. The record date of LESTO AB and „Energijos skirstymo operatorius“ AB General
Meetings is 26 November 2015. 

6. Only persons who are shareholders of LESTO AB at the end of the record date
of the General Meeting of Shareholders of LESTO AB shall have the right to
attend and vote at the General Meeting of Shareholders of LESTO AB. Only
persons who are shareholders of public limited liability company “Lietuvos
dujos” and LESTO AB at the end of the record date of the General Meeting of
Shareholders of “Energijos skirstymo operatorius” AB shall have the right to
attend ant vote at the General Meeting of Shareholders of “Energijos skirstymo
operatorius” AB. 

7. The following agenda of the Extraordinary General Meeting of Shareholders of
LESTO AB was approved by the decision of the Board of LESTO AB on 10 November
2015 and the following draft decision is proposed: 

7.1. Agenda of the Extraordinary General Meeting of Shareholders of LESTO AB:

7.1.1. Reorganisation of LESTO AB and public limited liability company
“Lietuvos dujos” by merger, establishing “Energijos skirstymo operatorius” AB; 

7.1.2. Regarding the authorization to execute approved decisions.

7.2. The proposed draft decision of the Extraordinary General Meeting of
Shareholders of LESTO AB on the first agenda item is as follows: 

7.2.1.  Acting in accordance with Article 2.97(4) of the Civil Code of the
Republic of Lithuania and the Terms of Reorganisation of LESTO AB and public
limited liability company “Lietuvos dujos”, to reorganise LESTO AB and public
limited liability company “Lietuvos dujos” by merger, merging LESTO AB with
public limited liability company “Lietuvos dujos”, both of which will end their
activities as legal entities upon the reorganisation, to establish “Energijos
skirstymo operatorius” AB which will start operating after the reorganisation
and will take over the assets, rights and obligations of LESTO AB and public
limited liability company “Lietuvos dujos” after the reorganisation, i.e. a new
legal entity, “Energijos skirstymo operatorius” AB, will be established and
will continue the activities of both LESTO AB and public limited liability
company “Lietuvos dujos”, which will terminate their operation after the
reorganization. 

7.2.2. To approve the Terms of Reorganisation of LESTO AB and public limited
liability company “Lietuvos dujos” (enclosed), based on which, after the
reorganisation of LESTO AB and public limited liability company “Lietuvos
dujos” by merger, as stipulated in the Terms of Reorganisation, a new company,
“Energijos skirstymo operatorius” AB, having the same legal form will be
established to continue the activities of LESTO AB and public limited liability
company “Lietuvos dujos” following their reorganisation and will take over the
assets, rights and obligations of LESTO AB and public limited liability company
“Lietuvos dujos” after the reorganisation, as prescribed by the Terms of
Reorganisation. 

7.2.3. To approve the Articles of Association of “Energijos skirstymo
operatorius” AB (enclosed) that will start operating upon the reorganisation of
LESTO AB and public limited liability company “Lietuvos dujos”. 

7.3. The proposed draft decision of the Extraordinary General Meeting of
Shareholders of LESTO AB on the second agenda item is as follows: 

7.3.1. To authorise the General Manager of LESTO AB Mr. Aidas Ignatavičius to
sign the Articles of Association of “Energijos skirstymo operatorius” AB. 

7.3.2. To confer upon the General Manager of LESTO AB and/or General Manager of
public limited liability company “Lietuvos dujos” and, upon the registration of
“Energijos skirstymo operatorius” AB, to the General Manager of “Energijos
skirstymo operatorius” AB (as applicable) (acting both together and each
individually), while implementing the requirements laid down in legal acts, to
submit the Terms of Reorganisation of LESTO AB and public limited liability
company “Lietuvos dujos” and other required information and documents to the
notary, the Register of Legal Entities, Bank of Lithuania and other entities;
to perform all necessary actions to register “Energijos skirstymo operatorius”
AB in the Register of Legal Entities in accordance with the procedure
established by legal acts; to submit an application for listing “Energijos
skirstymo operatorius” AB shares on NASDAQ OMX Vilnius Stock Exchange; to
perform all other necessary actions related to the implementation of this
decision and the reorganisation of LESTO AB and public limited liability
company “Lietuvos dujos”, authorizing the above mentioned representatives
(acting both together and each individually) to subdelegate to other persons
the performance of actions specified in this decision to the full extent. 

8. The following agenda of the General Meeting of Shareholders of “Energijos
skirstymo operatorius” AB was approved by the decision of the Boards of LESTO
AB and public limited liability company “Lietuvos dujos” on 10 November 2015
and the following draft decision is proposed: 

8.1. Agenda of the General Meeting of Shareholders of “Energijos skirstymo
operatorius” AB: 

8.1.1. Election of the members of the Supervisory board of “Energijos skirstymo
operatorius” AB; 

8.1.2. Regarding the approval of terms and conditions of contracts with members
of the Supervisory board of “Energijos skirstymo operatorius” AB; 

8.1.3. Regarding the authorization to execute approved decisions

8.2. In accordance with the statement No. KONF_SR_2015-106 of 9 November 2015
by “Lietuvos energija”, UAB, that owns 94,39 % of LESTO AB shares and 96,64 %
of  public limited liability company “Lietuvos dujos” shares, presenting the
candidates for the members of the Supervisory board of “Energijos skirstymo
operatorius” AB, the proposed draft decision of the Extraordinary General
Meeting of Shareholders of „Energijos skirstymo operatorius“ AB on the first
agenda item is as follows: 

8.2.1. To elect for a period of 4 (four) years the persons named below as
members of the Supervisory board of “Energijos skirstymo operatorius” AB that
will start operating upon the reorganisation of LESTO AB and public limited
liability company “Lietuvos dujos”: 

- Dalius Misiūnas (personal code and place of residence must not be published);

- Ilona Daugėlaitė (personal code and place of residence must not be published);

- Petras Povilas Čėsna (as independent member of the Supervisory board)
(personal code and place of residence must not be published). 

8.2.2. To establish that members of the Supervisory board of “Energijos
skirstymo operatorius” AB shall start their activities upon the end of the
General Meeting of Shareholders that elected them. 

8.3. The proposed draft decision of the Extraordinary General Meeting of
Shareholders of „Energijos skirstymo operatorius“ AB on the second agenda item
is as follows: 

8.3.1. To approve the terms and conditions of the agreement for the protection
of confidential information concluded with the members of the Supervisory Board
(enclosed); 

8.3.2. To approve the terms and conditions of the contract regarding the
activities of the member of Supervisory Board (enclosed); 

8.3.3. To approve the terms and conditions of the contract regarding the
activities of an independent member of the Supervisory Board (enclosed); 

8.3.4. To determine the remuneration of 43,44 EUR (forty-three euros and forty
four cents) per hour (before taxes) for an independent member of the
Supervisory Board for the actual activity as an independent member of the
Supervisory Board; 

8.3.5. To determine that monthly remuneration for an independent member of the
Supervisory Board of the Company is limited to the maximum amount of 1014 EUR
(one thousand and fourteen euros) (before taxes). 

8.4. The proposed draft decision of the Extraordinary General Meeting of
Shareholders of „Energijos skirstymo operatorius“ AB on the third agenda item
is as follows: 

8.4.1. To confer upon the General Manager of LESTO AB and/or the General
Manager of public limited liability company “Lietuvos dujos” and, after the
registration of “Energijos skirstymo operatorius” AB, to the General Manager of
“Energijos skirstymo operatorius” AB (as applicable) (acting both together and
each individually), while implementing the requirements laid down in legal
acts, to submit the Terms of Reorganisation of LESTO AB and public limited
liability company “Lietuvos dujos” and other required information and documents
to the notary, the Register of Legal Entities, Bank of Lithuania and other
entities; to perform all necessary actions to register “Energijos skirstymo
operatorius” AB in the Register of Legal Entities in accordance with the
procedure established by legal acts; to submit an application for listing
“Energijos skirstymo operatorius” AB shares on NASDAQ OMX Vilnius Stock
Exchange; to perform all other necessary actions related to the implementation
of this decision and the reorganisation of LESTO AB and public limited
liability company “Lietuvos dujos”, authorizing the above mentioned
representatives (acting both together and each individually) to subdelegate to
other persons the performance of the actions specified in this decision to the
full extent. 

8.4.2. To authorize Mr. Aidas Ignatavičius to sign contracts with the members
of the Supervisory Board the conditions of which are specified in the above
paragraphs 1 - 3 herein, giving the right to amend non-essential terms and
conditions in the contracts. 

9. Shareholders participating in the General Meetings of Shareholders of LESTO
AB or “Energijos skirstymo operatorius” AB shall produce an identity document.
Shareholders shall be granted property and non-property rights provided for by
laws and other legal acts of the Republic of Lithuania.  Shareholders entitled
to participate in the aforementioned shareholder meetings shall have the right
to authorise, 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 authorisation shall be approved in accordance with the procedure
laid down in legal acts and shall be delivered to Aguonų str. 26, Vilnius (the
General Meetings of Shareholders of LESTO AB) and (or) to Aguonų str. 24,
Vilnius (the General Meetings of Shareholders of “Energijos skirstymo
operatorius” AB) no later than by the end of shareholder registration for the
relevant General Meeting. Shareholders entitled to participate in the General
Meetings of Shareholders of LESTO AB and (or) “Energijos skirstymo operatorius”
AB shall also have the right to authorise, by electronic means of
communication, a natural or legal person to participate and vote on their
behalf at the General Meetings of Shareholders.  An authorisation issued by
electronic means of communication shall be recognised 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
authorisation by electronic means of communication by sending it by e-mail to
info@lesto.lt (if such an authorisation is issued for the representation at the
General Meeting of “Energijos skirstymo operatorius” AB, it can also be
reported to ld@lietuvosdujos.lt) not later than by the end of the working day
on 30 November 2015 (4:30 p.m.). The authorised person shall have an identity
document and shall enjoy the same rights at the General Meeting as the
shareholder represented by him/her would enjoy (unless the issued authorisation
or laws provide for narrower rights of the authorised person). The
shareholder's right to participate in the General Meetings of Shareholders
shall also include the right to present questions. LESTO AB has not approved
any special authorisation form for either of the above mentioned General
Meetings of Shareholders. 

10. The agendas of the General Meetings of Shareholders of LESTO AB and
“Energijos skirstymo operatorius” AB may be supplemented on the initiative of
shareholders of LESTO AB whose shares held in LESTO AB carry at least 1/20 of
all votes at the General Meeting of Shareholders of LESTO AB.  The agenda of
“Energijos skirstymo operatorius” AB may also be supplemented on the initiative
of shareholders of public limited liability company “Lietuvos dujos” whose
shares held in public limited liability company “Lietuvos dujos” carry at least
1/20 of all votes at the General Meeting of Shareholders of public limited
company ”Lietuvos dujos”. 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
calendar days before the respective General Meeting of Shareholders. 
Shareholders whose shares held in LESTO AB carry at least 1/20 of all votes at
the General Meeting of Shareholders of LESTO AB shall have the right to
propose, at any time before the General Meetings of Shareholders of LESTO AB
and “Energijos skirstymo operatorius” AB or during the respective meetings, new
draft decisions on issues that are included or will be included in the agendas
of the General Meetings of Shareholders of LESTO AB and “Energijos skirstymo
operatorius” AB. Shareholders of public limited liability company “Lietuvos
dujos” whose shares held in public limited liability company “Lietuvos dujos”
carry at least 1/20 of all votes at the General Meeting of Shareholders of
public limited liability company “Lietuvos dujos” shall also have the right to
propose new draft decisions on issues that are included or will be included in
the agenda of the General Meeting of Shareholders of “Energijos skirstymo
operatorius” AB. The proposals on supplementing the respective agenda or
relevant draft decisions shall be submitted in writing to LESTO AB, Aguonų str.
26, Vilnius, or by e-mail to info@lesto.lt (proposals on the supplementing of
the agenda of the General Meeting of Shareholders of “Energijos skirstymo
operatorius” AB or relevant draft decisions may also be submitted to public
limited company ”Lietuvos dujos”, Aguonų str. 24, Vilnius, or by e-mail to
ld@lietuvosdujos.lt). 

11. Shareholders of LESTO AB shall have the right to present questions related
to the agendas of the General Meetings of Shareholders of LESTO AB and
“Energijos skirstymo operatorius” AB to be held on 3 December 2015.
Shareholders of public limited liability company “Lietuvos dujos” shall have
the right to present questions related to the agenda of the General Meeting of
Shareholders of “Energijos skirstymo operatorius” AB. Questions may be
presented by e-mail to info@lesto.lt or ld@lietuvosdujos.lt (questions
concerning the General Meeting of LESTO AB only to info@lesto.lt) or delivered
to LESTO AB or public limited liability company “Lietuvos dujos” (questions
concerning the General Meeting of LESTO AB only to LESTO AB) to Aguonų str. 26,
Vilnius, no later than 3 working days before the General Meetings of
Shareholders. 

12. Shareholders will be able to vote on the agenda items of the General
Meetings of Shareholders of LESTO AB and “Energijos skirstymo operatorius” AB
in writing by filling in ballot papers. At the request of a shareholder, LESTO
AB 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 Meetings of Shareholders of LESTO AB and “Energijos skirstymo
operatorius” AB (public limited liability company “Lietuvos dujos” may also be
approached about a ballot paper for the General Meeting of Shareholders of
“Energijos skirstymo operatorius” AB). A completed ballot paper shall be signed
by the shareholder or a person authorised by the shareholder. Where a person
authorised by the shareholder casts a vote, a document certifying the right to
vote shall be enclosed with the filled in 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. 26, Vilnius
(general ballot paper of the general meeting of the “Energijos skirstymo
operatorius” AB can also be delivered to the address of, public limited
liability company “Lietuvos dujos” Aguonų str. 24), no later before the General
Meeting. The Company retains the right not to recognize the advance vote of the
shareholder or his/her authorised 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 above mentioned General Meetings of
Shareholders. 

13. Shareholders can familiarise themselves with documents related to the
agendas of the General Meetings of Shareholders of LESTO AB and “Energijos
skirstymo operatorius” AB, draft decisions on each of the agendas, documents to
be submitted to each General Meeting of Shareholders and other information
related to the implementation of the rights of shareholders specified in this
notice on the website of LESTO AB at http://www.lesto.lt from the date of this
notice (information and documents related to the General Meeting of
Shareholders of “Energijos skirstymo operatorius” AB are also available on the
website of public limited liability company “Lietuvos dujos” at
http://www.lietuvosdujos.lt) as well as on the premises of LESTO AB (Aguonų
str. 26, 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) and public limited liability
company “Lietuvos dujos” (Aguonų str. 24, Vilniuje) 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). 

Information is not confidential.


         Representative for Public Relations Martynas Burba, Tel. No (8~5) 251
4516.

Liitteet:

Articles of Association of AB Energijos skirstymo operatorius.pdf

Terms of reorganisation part2.pdf

Terms of reorganisation part3.pdf

Terms of reorganisation part1.pdf

Contract for the terms of supervisory board.pdf

Contract for the terms and conditions for Supervisory.pdf

Contract for the terms of supervisory board activities.pdf