Energijos Skirstymo Operatorius AB - Notification on material event

Regarding the Extraordinary General Meeting of Shareholders of Energijos Skirstymo Operatorius AB

Energijos Skirstymo Operatorius AB (hereinafter – the Company), identification
code 304151376, registered office placed at Aguonu str. 24, Vilnius, Republic
of Lithuania. The total number of registered ordinary shares issued by company
is 894 630 333; ISIN code LT0000130023. 

On September 1, 2016 Energijos Skirstymo Operatorius AB received a request from
the Company’s shareholder - Lietuvos Energija, UAB, holding 94, 98 percent of
votes in the Company‘s General Shareholders Meeting – to convene the
Extraordinary General Meeting of Shareholders of Energijos Skirstymo
Operatorius AB. Lietuvos Energija, UAB states that the purpose of the
Extraordinary General Meeting of Shareholders of Energijos Skirstymo
Operatorius AB is to pay dividends for the period shorter than the usual
financial year. The shareholder has submitted the agenda of the Extraordinary
General Meeting of Shareholders of Energijos Skirstymo Operatorius AB and the
draft decision on dividends for the period shorter than the usual financial
year. 

An Extraordinary General Meeting of Shareholders of Energijos Skirstymo
Operatorius AB is to be convened on the initiative of Lietuvos Energija, UAB,
and by the decision of the Board of Energijos Skirstymo Operatorius AB on 1
September 2016. 

The date, time and place of the Extraordinary General Meeting of Shareholders:
The Extraordinary General Meeting of Shareholders of Energijos Skirstymo
Operatorius AB will be held on 26 September 2016, at 10.30 a.m., on the
premises of Energijos Skirstymo Operatorius AB (Aguonų str. 24, second floor,
207 hall, Vilnius). 

The shareholder registration will start at 10.00 a.m. and will end at 10.25 a.m.

The record date of these Extraordinary General Meeting is 19 September 2016.
Only persons who are shareholders of Energijos Skirstymo Operatorius AB at the
end of the record date of the General Meeting of Shareholders of Company shall
have the right to attend and vote at the General Meeting of Shareholders of
Energijos Skirstymo Operatorius AB. 

The agenda was approved by the decision of the Board of Company on 1 September
2016 and the following draft decisions is proposed for the Extraordinary
General Meeting of Shareholders of Energijos Skirstymo Operatorius AB: 

1. Regarding the response of the Supervisory board of Energijos Skirstymo
Operatorius AB concerning the set of interim Financial Statements of Energijos
Skirstymo Operatorius AB, interim Report and the draft decision to pay
dividends to the shareholders of Energijos Skirstymo Operatorius AB for the
period shorter than the financial year. 

 [Presented for Energijos Skirstymo Operatorius AB shareholders information].

2. Regarding the consideration of interim Report of Energijos Skirstymo
Operatorius AB for the period of six months of 2016. 

“Approve the interim Report of Energijos Skirstymo Operatorius AB for the
period of six months of 2016 (enclosed).” 

3. Regarding the approval of the set of interim Financial Statements of the
Energijos Skirstymo Operatorius AB of the first half of 2016. 

„Approve the set of interim Financial Statements of the Energijos Skirstymo
Operatorius AB of the first half of 2016, audited by “PricewaterhouseCoopers”
UAB, the Company‘s auditor (enclosed).” 

4. Regarding the allocation of dividends for shareholders of Energijos
Skirstymo Operatorius AB for the period shorter than financial year. 

„In accordance with Article 601 Item 5 of the Company Law of the Republic of
Lithuania, approve the allocation of dividends in the amount of 0,014 EUR per
Energijos Skirstymo Operatorius AB share for shareholders of Energijos
Skirstymo Operatorius AB for the period shorter than financial year as of the
end of 30 June 2016.“ 

The right to receive dividends will only apply to those, who are shareholders
of Energijos Skirstymo Operatorius AB on 10 October 2016. 

Shareholders participating in the Extraordinary General Meeting of Shareholders
of the Company shall produce an identity document. Shareholders shall be
granted pecuniary and non-pecuniary rights provided for by laws and other legal
acts of the Republic of Lithuania. Shareholders entitled to participate in the
aforementioned shareholder meeting 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. 24, Vilnius no later than by
the end of shareholder registration for a relevant General Meeting.
Shareholders entitled to participate in the General Meeting of Shareholders of
the Company 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 Meeting 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@eso.lt not later than by the end of the working day on 23 September 2016
(3:15 p.m.). The authorised person shall have an identity document and shall
enjoy the same rights at the Extraordinaty General Meeting as the shareholder
represented by him would enjoy (unless the issued authorisation or laws provide
for narrower rights of the authorised person). The shareholder’s right to
participate in the Extraordinary General Meeting of Shareholders shall also
include the right to ask. The Company has not approved any special
authorisation form of the abovementioned General Meeting of Shareholders. 

The agenda of the Extraordinary General Meeting of Shareholders of the Company
may be supplemented on the initiative of shareholders of company whose shares
held in company carry at least 1/20 of all votes at the General Meeting of
Shareholders of the Company. The proposal to supplement the agenda of the
respective Extraordinary 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 Ordinary General Meeting of Shareholders. The
agenda shall be supplemented if the proposal is received no later than 14
before the respective General Meeting of Shareholders. Shareholders whose
shares held in the Company carry at least 1/20 of all votes at the General
Meeting of Shareholders of company shall have the right to propose, at any time
before the General Meeting of Shareholders of the Company, new draft decisions
on issues that are included or will be included in the agendas of the
Extraordinary General Meeting of Shareholders of the Company. Proposals on the
supplementation of the respective agenda or relevant draft decisions shall be
submitted in writing to the Company, Aguonų str. 24, Vilnius, or by e-mail to
info@eso.lt. 

Shareholders of the Company shall have the right to present questions related
to the agenda of the General Meeting of Shareholders of company. Questions may
be presented by e-mail to info@eso.lt or delivered to the Company to Aguonų
str. 24, Vilnius, no later than 3 working days before the General Meeting of
Shareholders. 

Shareholders will be able to vote on the agenda items of the Extraordinary
General Meeting of Shareholders of the Company in writing by filling in ballot
papers. At the request of a shareholder, the Company 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 Meeting of
Shareholders of the Company. 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 attached to the completed 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. 24, Vilnius, no later
before the General Meeting of Shareholders. 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 abovementioned General Meeting of Shareholders. 

Shareholders can familiarise themselves with documents related to the agenda of
the Extraordinary General Meeting of Shareholders of the Company, draft
decisions on the agenda, documents to be submitted to Extraordinary General
Meeting of Shareholders and other information related to the implementation of
the rights of shareholders specified in this notice on the website of the
Company at http://www.eso.lt from the date of this notice as well as on the
premises of the Company (Aguonų str. 24, 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). 

Information about the above resolutions shall be provided on the website of
Energijos Skirstymo Operatorius AB at http://www.eso.lt from the date of this
notice as well as on the premises of Energijos Skirstymo Operatorius AB (Aguonų
str. 24, 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). 


         Representative for Public Relations Martynas Burba, tel. (8~5) 2514516.

Attachments:

2016 H1 ESO interim report.pdf