|
|||
2010-07-21 17:30:40 CEST 2010-07-21 17:31:37 CEST REGULATED INFORMATION Lietuvos Energija AB - Notification on material eventResolutions Adopted by Shareholders During the Extraordinary General Shareholders Meeting of the Joint-stock company LIETUVOS ENERGIJA on July 21, 2010During an extraordinary general shareholders meeting of the joint-stock company LIETUVOS ENERGIJA (company code 220551550, registration address Žveju g. 14, LT-09310 Vilnius), held on July 21, 2010, the following resolutions were adopted: 1. Regarding the establishment of a daughter company of Lietuvos Energija AB and becoming a participant and (or) founder of other companies. Resolution adopted: „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. Resolution adopted: „2.1. To increase the authorized capital of the Company from LTL 689 515 435 (six hundred eighty nine million, five hundred fifteen thousand, four hundred and thirty five litas) to LTL 1 004 973 044 (one billion, four million, nine hundred seventy three thousand and forty four litas), by issuing 315 457 609 (three hundred fifteen million, four hundred fifty seven thousand, six hundred and nine) ordinary registered shares with the nominal value of each share equal to LTL 1 (one litas). Subsequent to issuing of the new shares the authorized capital of the Company shall be divided into 1 004 973 044 (one billion, four million, nine hundred seventy three thousand and forty four) ordinary registered shares, with the nominal value of each share equal to LTL 1 (one litas). 2.2. The price of one share issue is equal to LTL 2.07 (two litas and seven cents), the total price of all shares issue of the Company is equal to LTL 652 997 250.63 (six hundred fifty two million, nine hundred ninety seven thousand, two hundred fifty litas and sixty three cents). 2.3. In accordance with Article 49, Part 5 of the Law on Joint-stock Companies, to establish that each shareholder of the Company within 15 days (from the day of public release in the Register of Legal Entities of the announcement regarding the proposal to acquire Company Shares by right of priority, the term does not include the day of release of announcement regarding the proposal to acquire Company Shares by right of priority), shall have the right of priority to acquire 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. To establish that Visagino Atominė Elektrinė UAB, the company established and acting in accordance with laws of the Republic of Lithuania, company code 301844044, head-office of registered company Žvejų g. 14, Vilnius, the Republic of Lithuania, data about the company are collected and stored at the Register of Legal Entities of the Republic of Lithuania, by using the priority right to acquire Company Shares issue, shall acquire 304 098 733 (three hundred four million, ninety eight thousand, seven hundred and thirty three) ordinary registered shares of the Company, with the nominal value of each share equal to LTL 1 (one litas) (total nominal value of shares, which are paid in non-pecuniary contributions is equal to LTL 304 098 733 (three hundred four million, ninety eight thousand, seven hundred and thirty three litas), the total price of shares issue, which are paid in non-pecuniary contributions is equal to LTL 629 484 377,31 (six hundred twenty nine million, four hundred eighty four thousand, three hundred seventy seven litas and thirty one cents). Visagino Atominė Elektrinė UAB for the Company Shares, which are under acquisition, shall pay in these non-pecuniary contributions. The non-pecuniary contributions consist of the following asset: 2.4.1. 133 065 125 (one hundred thirty three million, sixty five thousand, one hundred and twenty five) ordinary registered shares of the joint-stock company Lietuvos Elektrinė, owned by right of ownership and controlled by Visagino Atominė Elektrinė UAB, legal status - joint-stock company, code 110870933, address of the head-office of the registered company Elektrinės g. 21, Elektrėnai, the Republic of Lithuania, data about the company are collected and stored at the Register of the Legal Entities of the Republic of Lithuania, the shares, which account for 91.27% of all shares of the joint-stock company LIETUVOS ELEKTRINĖ, with the nominal value of each share equal to LTL 1 (one litas), ISIN code of shares - LT0000126351, the market value of which was defined by an independent asset appraisal company on July 19, 2010 in the asset appraisal certificate No. [10/07-694], is equal to LTL 572 180 037.50 Lt (five hundred seventy two million, one hundred eighty thousand, thirty seven litas and fifty cents). 2.4.2. Asset, owned by right of ownership and controlled by Visagino Atominė Elektrinė, consisting of 110 kV switchyard of 110/6 kV Statybos TS, located at Visagino sav., Sabatiškių km, which has been listed in Annex 1 and asset owned by right of ownership and controlled by Visagino Atominė Elektrinė UAB, consisting of 330/110 kV Ignalina switchyard, located at Visagino sav., Drūkšių km., which has been listed in Annex 2, the market value of the asset indicated in both Annexes, was defined by an independent asset appraising company on July 19, 2010 in the asset appraisal certificate No. 10-07-01-2638, and is equal to LTL 57 304 340.00 (fifty seven million, three hundred four thousand, three hundred and forty litas). 2.5. If not all Shares are signed within the period set for signing of Shares, the authorized capital will be increased by the total nominal value of the signed Shares; 2.6. To establish that all signing conditions of new shares and transfer procedure of the above-mentioned non-pecuniary contributions shall be defined in separate contracts of signing of new shares, which will be made between the Company and respective shareholders who are to sign the new shares. 2.7. To authorize the Management Board and Chief Executive Officer, following this resolution and enforced legal acts, to increase the authorized capital of the Company, to establish conditions of contracts of signing of new shares, the procedure of signing of new shares and payment, to apply regarding the registration of the newly issued shares and/or their joining to the already issued shares of the Company, with their ISIN code - LT0000117681 and which have been enlisted into NASDAQ OMX Vilnius additional trade list and to perform all requisite actions for the implementation of signing of new shares“. 3. Regarding revising of Articles of Association of Lietuvos Energija AB. Resolution adopted: „3.1. To revise 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. Resolution adopted: “To select the audit firm PricewaterhouseCoopers UAB for the performance of audit of financial statements 2010 (including consolidated financial statements) and to 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. 5. Regarding election of a Member of the Management Board of Lietuvos Energija AB”. Resolution adopted: To select Mr. Arvydas Darulis (personal code “data not subject to disclosure”) res. data not subject to disclosure) for the position of a Board Member of the Management Board of Lietuvos Energija AB for the remaining term of office of the Management Board of Lietuvos Energija AB”. Further information on the resolutions adopted during the extraordinary shareholders meeting of the joint-stock company LIETUVOS ENERGIJA is available on the website of LIETUVOS ENERGIJA www.le.lt 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 |
|||
|