2011-04-07 17:53:13 CEST

2011-04-07 17:54:26 CEST


REGULATED INFORMATION

English Lithuanian
Lietuvos Dujos AB - Notification on material event

Regarding the supplemented agenda of the Annual General Meeting of Shareholders of AB Lietuvos Dujos and draft resolutions of the Meeting 


Vilnius, Lithuania, 2011-04-07 17:53 CEST (GLOBE NEWSWIRE) -- On 25 March 2011,
AB Lietuvos Dujos, (legal entity code 120059523, registered office address
Aguonų g. 24, LT-03212 Vilnius, the Republic of Lithuania) (hereinafter
referred to as the “Company”) publicly announced the draft agenda and draft
resolutions of the General Meeting of Shareholders of the Company (hereinafter
referred to as the “Meeting”) as approved by the Company's Board of Directors
on 24 March 2011. 

On 5 April 2011, the Company received a letter “Re supplement to agenda of the
General Meeting of Shareholders of 20 April 2011 and draft resolutions“ by the
Ministry of Energy of the Republic of Lithuania, implementing the rights of the
shareholder - the Republic of Lithuania - (hereinafter referred to as the
“Shareholder”) holding by the right of ownership 83,030,367 (eighty-three
million thirty thousand three hundred and sixty-seven) ordinary registered
shares with par value of LTL 1 (one litas) amounting to 17.70 percent. By this
letter, the Ministry of Energy addresses to the Board of Directors and the CEO
of the Company proposing to supplement the agenda of the Meeting as well as
proposing new draft resolutions of the items of the agenda of the Meeting that
were publicly announced at an earlier date. 

The Company has supplemented the agenda of the Meeting with the items and draft
resolutions proposed by the Shareholder, and presents them to the General
Meeting of Shareholders: 



1. Auditor's report on AB Lietuvos Dujos consolidated and parent company's
financial statements for the year ended 31 December 2010 as well as the AB
Lietuvos Dujos Consolidated Annual Report 2010. 

The item was proposed by the Board of Directors of the Company. Proposed draft
resolution: 

When taking decisions regarding approval of AB Lietuvos Dujos consolidated and
parent company's financial statements for the year ended 31 December 2010 and
AB Lietuvos Dujos Consolidated Annual Report 2010, to take note of the opinion
presented in the Independent auditor's report to the shareholders of AB
Lietuvos Dujos. 

See Annex No. 4.



2. Information of the Audit Committee.

The item was proposed by the Board of Directors of the Company. Proposed draft
resolution: 

To take note of the information presented by the Audit Committee on its
activities. 

See Annex No. 6.



3. AB Lietuvos Dujos Consolidated Annual Report 2010.

The item was proposed by the Board of Directors of the Company. Proposed draft
resolution: 

To approve AB Lietuvos Dujos Consolidated Annual Report 2010.

See Annexes No. 5, 7, 8.



4. Approval of AB Lietuvos Dujos consolidated and parent company's financial
statements for the year ended 31 December 2010. 

The item was proposed by the Board of Directors of the Company. Proposed draft
resolution: 

To approve AB Lietuvos Dujos consolidated and parent company's financial
statements for the year ended 31 December 2010. 

See Annexes No. 4, 5.



5. Approval of the Profit Appropriation of AB Lietuvos Dujos for 2010.

The item was proposed by the Board of Directors of the Company. Proposed draft
resolutions: 

5.1. To approve the Profit Appropriation of AB Lietuvos Dujos for 2010. (Draft
resolution proposed by the Board of Directors of the Company; see Annex No. 9). 

5.2. To approve the Profit Appropriation of AB Lietuvos Dujos for 2010. (Draft
resolution proposed by the Shareholder; see Annex No. 10) 



6. The election of the audit company and setting the terms of remuneration for
audit services. 

The item was proposed by the Board of Directors of the Company. Proposed draft
resolution: 

To elect UAB Ernst & Young Baltic as an audit company for the performance of
audit of the AB Lietuvos Dujos financial statements as of 31 December 2011 and
the statements related thereto and to set LTL 104.0 thousand (VAT exclusive)
remuneration for the services of auditing the financial statements and the
statements related thereto. 



7. Re revoking from office the Members of the Board of Directors.

The item was proposed by the Shareholder. Proposed draft resolution:

To revoke from office the Members of the Board of Directors of the Company
Valery Golubev (born on 14 June 1952) and Kirill Seleznev (born on 23 April
1974). 



8. Re electing new Members of the Board of Directors.

The item was proposed by the Shareholder. Proposed draft resolution:

To elect two candidates who will receive the largest number of votes at the
General Meeting of Shareholders of the Company to the Board of Directors. 



9. Re increasing the authorized capital of the Company:

The item was proposed by the Shareholder. Proposed draft resolution:

Pursuant to the Art. 51 of the Law on Companies, to increase the authorized
capital of the Company by LTL 151,729,468 (by one hundred fifty-one million
seven hundred twenty-nine thousand four hundred sixty-eight litas) i.e. from
LTL 469,068,254 (four hundred sixty-nine million sixty-eight thousand two
hundred fifty-four litas) to LTL 620,797,722 (six hundred twenty million seven
hundred ninety-seven thousand seven hundred and twenty-two litas). 

The Company's authorized capital is being increased by LTL 151,729,468 (one
hundred fifty-one million seven hundred twenty-nine thousand four hundred and
sixty-eight litas) from the Company's own resources (the Company's retained
earnings). The authorized capital is being increased by issuing new shares of
the Company which will be given free of charge to all the shareholders of the
Company. In order to increase the authorized capital, the Company is issuing
151,729,468 (one hundred fifty-one million seven hundred twenty-nine thousand
four hundred sixty-eight) ordinary registered shares with par value of LTL 1
(one litas) each. 



10. Re obligations to the Board of Directors of the Company.

The item was proposed by the Shareholder. Proposed draft resolution:

To obligate the Board of Directors of the Company:

(i) no later than within 1 (one) month of the day of the present Meeting, to
prepare and present to the shareholders of the Company (by making a public
announcement) the Company's plans for the next 12 (twelve) months as to what
steps are intended to be undertaken and what works are planned to be actually
carried out in implementation of the Company's strategic projects that are
necessary in order to secure the interconnection of the Company's natural gas
network with the natural gas networks of the European Union as well as the
natural gas supply system, including (i) the construction of the Interconnector
between the Lithuanian natural gas transmission system and the Polish natural
gas transmission system; (ii) the construction of the Jurbarkas - Klaipėda gas
transmission pipeline, (iii) the infrastructure for the interconnection of the
Liquefied Natural Gas Terminal facility into the Lithuanian natural gas
transmission system; (iv) enhancement of the throughput capacity of the
Šiauliai - Telšiai - Klaipėda gas transmission pipeline, (v) the construction
of an Underground Natural Gas Storage facility and/or related interconnection
infrastructure facilities; 

(ii) at least once every calendar quarter of the year to submit to the
Company's shareholders (by making a public announcement) the Company's report
on the steps undertaken by the Company works actually carried out in
implementation of the Company's strategic projects that are necessary in order
to secure the interconnection of the Company's natural gas network with the
natural gas networks of the European Union as well as the natural gas supply
system, including (i) construction of the Interconnector between the Lithuanian
natural gas transmission system and the Polish natural gas transmission system;
(ii) the construction of the Jurbarkas - Klaipėda gas transmission pipeline,
(iii) the infrastructure for the interconnection of the Liquefied Natural Gas
Terminal facility into the Lithuanian natural gas transmission system; (iv)
enhancement of the throughput capacity of the Šiauliai - Telšiai - Klaipėda gas
transmission pipeline, (v) the construction of an Underground Natural Gas
Storage facility and/or related interconnection infrastructure facilities; 

(iii) to make sure that no later than within 1 (one) month of the day of the
General Meeting of Shareholders of the Company, negotiations would be started
with OAO Gazprom regarding setting a fair and just natural gas procurement
price and that no later than within 3 (three) months of the day of the General
Meeting of Shareholders of the Company, the newly agreed terms and conditions
of the procurement of natural gas supplies form OAO Gazprom would be approved
by the Board of Directors of the Company. 

(iv) when preparing annual reports for future periods, to include information
on (i) the Company's revenue yielded by the natural gas transit activity, (ii)
the Company's expenditures incurred in connection with the natural gas transit
activity, (iii) investments made by the Company related to the natural gas
transit activity, (iv) gas transit tariff applied in the course of the
reporting period, including the method of the calculation of this tariff (the
formula), as well as all the components; (v) the natural gas procurement price
paid by the Company in the course of the reporting period, including the method
of the calculation of this price (the formula), as well as all the components; 

(v) to make sure that the Company's negotiations regarding the natural gas
procurement terms and conditions, as well as negotiations regarding the terms
and conditions applicable for the provision by the Company of the natural gas
transit service (i) would be conducted in a fair manner, seeking to achieve the
best natural gas supply terms and conditions and the lowest supply price and
the highest transit service price; (ii) would be conducted exclusively upon
proper preparations and upon completion of an exhaustive analysis as to what
bargaining arguments could be used by the Company's representatives in the
negotiations; 

(vi) to adopt the rules of procedure applicable to the decision making, that
would ensure that the terms and conditions agreed upon via fair negotiations
with respect to the natural gas procurement and with respect to the provision
of the natural gas transit service would be subject to approval by the Board of
Directors resolution not later than on the 30th of November of each calendar
year, and when subjecting the aforesaid terms and conditions for approval by
the Company's Board of Directors, the following mandatory information and
documents would be required to be furnished to the Board: (i) as to what
specific steps have been taken by the Company's representatives when conducting
the negotiations regarding the terms and conditions of the procurement of
natural gas and the terms and conditions of the provision of natural gas
transit service, what specific arguments had been prepared for the
negotiations, (ii) reasons why the terms and conditions of the procurement of
natural gas and the terms and conditions of the provision of natural gas
transit service that are being presented for approval should be deemed to be
the best terms that the Company could have possibly achieved through
negotiations, (iii) the Company's CEO's written confirmation that the terms
presented for approval had been set as a result of conducting fair negotiations
and that the terms presented for approval are in line with the current market
conditions, given the volumes of natural gas transmitted in transit and the
possibilities for replaceability of the Company's services. 

(vii) to draw up and adopt effective rules for avoiding conflict of interests
that would be in line with the international practice. 



11. Re Amendments to the Bylaws of the Company.

The item was proposed by the Shareholder. Proposed draft resolution:

(i) In view of the increase of the authorized capital of the Company, to amend
Art.4.1 of the Bylaws of the Company so that it would read as follows: 

“4.1. The authorized capital of the Company shall be LTL 620,797,722 (six
hundred twenty million seven hundred ninety-seven thousand seven hundred and
twenty-two litas). The authorized capital of the Company has been divided into
620,797,722 (six hundred twenty million seven hundred ninety-seven thousand
seven hundred and twenty-two) ordinary registered shares of LTL 1 (one litas)
par value each.” 

(ii) To approve the new wording of the Bylaws of the Company and adopt it.

(iii) To authorize the Company's CEO (with the right of reauthorizing) to sign
the new wording of the Company's Bylaws in accordance with procedure prescribed
by law and register the Bylaws in the Register of Legal Entities of the
Republic of Lithuania and to perform other actions and sign other documents
related to the increase of the authorized capital of the Company and the
amendment of the Company's Bylaws. 

See Annex No.11.



It should be reminded:

As initiated and decided by the Board of Directors of the Company the Annual
General Meeting of Shareholders will be convened at 10.00 a.m. on Wednesday, 20
April 2011, the venue of the Meeting being set: the conference hall on Floor 2
at Aguonų g. 24, LT-03212 Vilnius. 

The registration of shareholders will start at 9.00 a.m., 20 April 2011.

The registration of shareholders will be stopped at 9.45 a.m., 20 April 2011.

The Record Date of the Annual General Meeting of Shareholders: 13 April 2011.
Persons who are shareholders of the Company at the end of the Record Day (13
April 2011) are entitled to attend the General Meeting of Shareholders and to
vote at the meeting. 

Total number of AB Lietuvos Dujos shares amounts to 469 068 254 of LTL 1 par
value each. The number of shares that entitles shareholders to vote on the day
of the General Meeting of Shareholders is 469 068 254. 

A person attending the General Meeting of Shareholders and entitled to vote
shall produce a document which is a proof of his personal identity. A person
who is not a shareholder shall in addition produce a document certifying his
right to vote at the General Meeting of Shareholders. 

The company does not provide a possibility of participating in the General
Meeting of Shareholders and voting by using electronic means of communications. 

The Board of Directors proposes to the General Meeting of Shareholders for the
year 2010 to pay dividend in amount of LTL 0.256 (EUR 0.074) per share with par
value of LTL 1. The shareholders' property rights record date is 5 May 2011.
Persons who will be the Company's shareholders at the end of 5 May 2011 will be
entitled to receive the dividends. 

The Ministry of Energy by the draft resolution presented proposes to pay no
dividend to the shareholders for the year 2010. 

The shareholders may familiarize themselves with the draft resolutions of the
General Meeting of Shareholders and the supplementary material thereof, also
with the implementation of the shareholders rights, on workdays from 2.00 p.m.
till 4.00 p.m. (on Fridays: till 3.15 p.m.) in the head office of the Company
at Aguonų g. 24 Vilnius, tel. (+370 5) 236 0135, 236 0216. These documents are
presented in the electronic publication by the Centre of Registers and on the
Central Database of Regulated Information (www.crib.lt ) and the website of the
Company www.dujos.lt. 



Authorized person:

Justinas Stasinskas

Senior Lawyer of the Legal Division

Tel.: +3705 236 01 45