Kauno Energija - General meeting of shareholders

Update: Convening the Extraordinary General Meeting of Shareholders of “Kauno Energija” AB

By the decision No 2022-25-1 of the Board of  “Kauno Energija” AB (hereinafter - the Company) adopted on 15 December 2022, an Extraordinary Meeting of Shareholders of the Company, company code 235014830, having its registered office at Raudondvario pl. 84, Kaunas, is convened on 10 January 2023.
The date of the Meeting shall be Tuesday, 10 January 2023. The Meeting will be opened at 10.00 AM, the venue of the Meeting shall be the Company's meeting room, at Raudondvario pl. 84, Kaunas. The shareholders’ registration shall be open from 9.30 AM.

According to the article’s 25 parts 3 and 4 of the Law on Joint-Stock Companies of the Republic of Lithuania, Kauno Energija AB on 21 December 2022 received a letter No. (33.200) 2-3380 from the shareholder Kaunas City Municipality, whose shares hold more than 1/20 of all votes, in which proposes to annex the first item on the agenda of the planned 2023 January 10 extraordinary general meeting of shareholders with a new draft decision (voting bulletin attached).

The agenda of the Extraordinary General Meeting of Shareholders and the draft resolutions:

1. On establishing payment procedure and the amount of remuneration for the members of the Supervisory Board of the Company "Kauno Energija" elected for a new term of office in 2023 for their activities with the Supervisory Board

First draft resolution:
1. To establish that the members of the Supervisory Board of the Company “Kauno Energija” elected for a new term of office in 2023 shall be paid a remuneration for their activities with the Supervisory Board.
2. To establish the below monthly remuneration for the activities of a member of the Supervisory Board of the Company "Kauno Energija":
2.1. a monthly remuneration for a member of the Company's Supervisory Board, other than a civil servant serving as a member of the Company's Supervisory Board, shall be 1/4 of the average monthly salary of the Chief Executive Officer of the Company;
2.2.a monthly remuneration of the Chairperson of the Supervisory Board of the Company shall be 1/3 of the average monthly salary of the Chief Executive Officer of the Company;
2.3. a monthly remuneration of a civil servant acting as a member of the Company's Supervisory Board shall be 1/5 of the average monthly remuneration of the Chief Executive Officer of the Company;
3. to authorise the Chief Executive Officer of the Company “Kauno Energija” to sign agreements with the members of the Company's Supervisory Board in respect of the activities of a member of the Company's Supervisory Board.

Second draft resolution:
1. To establish that the members of the Supervisory Board of the Company “Kauno Energija” elected for a new term of office in 2023 shall be paid a remuneration for their activities with the Supervisory Board.
2. To establish the below monthly remuneration for the activities of a member of the Supervisory Board of the Company "Kauno Energija":
2.1. a monthly remuneration for a member of the Company's Supervisory Board, other than a civil servant serving as a member of the Company's Supervisory Board, shall be 1/4 of the average monthly salary of the Chief Executive Officer of the Company;
2.2.a monthly remuneration of the Chairperson of the Supervisory Board of the Company shall be 1/3 of the average monthly salary of the Chief Executive Officer of the Company;
2.3. a monthly remuneration of a civil servant acting as a member of the Company's Supervisory Board shall be 1/8 of the average monthly remuneration of the Chief Executive Officer of the Company;
3. to authorise the Chief Executive Officer of the Company “Kauno Energija” to sign agreements with the members of the Company's Supervisory Board in respect of the activities of a member of the Company's Supervisory Board.

2. On reducing the number of the members of the Supervisory Board of the Company “Kauno Energija”

Draft resolution - Taking into account that Article 31 of the Law on Companies of the Republic of Lithuania stipulates that the number of the members of the Supervisory Board shall not be less than 3, to reduce the number of the members of the Supervisory Board of the  Company “Kauno Energija” to be elected for a new term of office in 2023, to 3 members.

3. On granting powers to the Chief Executive Officer of the Company “Kauno Energija”

Draft resolution -  To authorise the Chief Executive Officer of the Company “Kauno Energija” to make a draft amendment to the Articles of Association of the Company “Kauno Energija” regarding the reduction in the number of the members of the Company's Supervisory Board to 3 persons and to submit the draft amendment to the Ordinary General Meeting of Shareholders of the Company of the year 2023 for approval.

The Company does not provide the possibility to attend and vote at the meeting by electronic means.
The recorded date for the Extraordinary General Meeting shall be 3 January 2023. The persons entitled to attend and vote at the Extraordinary General Meeting shall be the persons who are shareholders of the Company at the end of the workday on 3 January 2023.
The authorised capital of the Company is divided into 42,802,143 (forty-two million eight hundred and two thousand one hundred and forty-three) ordinary registered shares. All the shares entitle their holders to exercise a voting right.
A person attending the Extraordinary General Meeting of Shareholders must produce a proof of identity. A person who is not a shareholder of the Company, in addition shall furnish the document entitling to vote at the Extraordinary Meeting of Shareholders. The authorised person shall have the same rights at an Extraordinary General Meeting as the principal shareholder. A shareholder's right to attend an Extraordinary General Meeting shall also include the right to ask questions.
Shareholders entitled to attend an Extraordinary General Meeting of Shareholders may authorise in writing by electronic communication means a natural person or legal entity to attend and vote on their behalf at an Ordinary General Meeting of Shareholders. A shareholder must notify about the issue of the power of attorney in writing by emailing the power of attorney to d.guzeviciene@kaunoenergija.lt no later than by the end of a business day on 9 January 2023 (4:30 PM).
Please note that voting on the issues on the agenda of the Extraordinary General Meeting of Shareholders shall be in the form of a general ballot. If the completed general ballot paper is signed by the person who is not a shareholder, the completed general ballot must be accompanied by a document evidencing the voting right. Properly completed general voting ballot papers must be delivered by post or brought to the Company at Raudondvario pl. 84, Kaunas, before 9:30 AM on 10 January 2023. The Company reserves the right to exclude a shareholder's early vote when calculating votes, if the general ballot paper does not comply with the requirements set forth in Article 30(3) and (4) of the Law on Companies of the Republic of Lithuania, or if the completed general ballot paper makes it impossible to verify the shareholder's actual intentions in respect of a particular issue.
The agenda of an Extraordinary General Meeting of Shareholders may be amended at the discretion of the shareholders whose shares carry at least 1/20 of the total number of votes. Proposals to the agenda of the Extraordinary General Meeting of Shareholders may be submitted by mail or delivered to the Company's representative office at Raudondvario pl. 84, Kaunas, no later than before 28 December 2022.
Please note that a proposal to supplement the agenda of an Extraordinary General Meeting of Shareholders must be accompanied by a draft decision or, where no decision is required, by the explanations on each proposed issue of the agenda of the Extraordinary General Meeting of Shareholders.
Shareholders holding at least 1/20 of the total number votes are entitled to propose new draft resolutions in writing on the issues on the agenda of the meeting at any time before or during an Extraordinary General Meeting of Shareholders.
Shareholders shall have the right to ask the questions concerning the agenda of the Extraordinary General Meeting of Shareholders. Questions should be emailed to d.guzeviciene@kaunoenergija.lt or delivered to the Company’ address at Raudondvario pl. 84, Kaunas, no later than by the end of a business day on 2 January 2023 (4:30 PM).
As of 20 December 2022, the shareholders who come to the Company's registered office at Raudondvario pl. 84, Kaunas, or visit the Company's website www.kaunoenergija.lt, may get acquainted with the Company's documents related to the agenda of the Shareholders' Meeting, the draft resolutions of the Meeting and the information related to exercising of a shareholder’s rights.

Shareholders of the Company are invited to give priority to accessing the information provided by the Company on the website www.kaunoenergija.lt/bendroves-veikla/ in the section "Information for Investors / Material Events", and to submit their proposals for amending the agenda of the Extraordinary General Shareholders' Meeting by post (or by e-mail).

Loreta Miliauskienė, Head of Economic Department, tel. +370 37 305 855

Attachment

• Voting bulletin 20230110_EN

Attachments:

Voting bulletin 20230110_EN.doc