Lietuvos Energija AB - Notification on material event

Regarding Draft Resolutions of Agenda of Extraordinary General Shareholders Meeting of Joint-stock Company LIETUVOS ENERGIJA

At the initiative and by resolution of the Management Board of the joint-stock
company LIETUVOS ENERGIJA (company code 220551550, registration address Žveju
g. 14, LT-09310 Vilnius), an extraordinary general shareholders meeting of the
joint-stock company LIETUVOS ENERGIJA is convened on July 21, 2010. The meeting
will be held at the following address: A. Juozapavičiaus g. 13, Vilnius,
Conference Hall. Starting time - 10:00 AM, July 21, 2010. Starting time of
shareholders registration: 9:00 AM, July 21, 2010. Finishing time of the
shareholders registration: 9:55 AM, July 21, 2010. 

The established date for the headcount of the shareholders of the extraordinary
general shareholders meeting is July 14, 2010. Only such persons shall have a
right to participate and vote at the extraordinary general shareholders
meeting, who by the end of the day of headcount of the shareholders of the
extraordinary general shareholders meeting are shareholders of the joint-stock
company LIETUVOS ENERGIJA. 

The rights accounting day of the extraordinary general shareholders meeting
shall be August 4, 2010. The property rights of the shareholders, enforced in
Items 1-4 of Part 1 of Article 15 of the Law of the Republic of Lithuania on
Joint-stock Companies, shall be held by such persons who by the end of the
rights accounting day of the meeting are shareholders of the company. 

On July 19, 2010 the Management Board of the joint-stock company LIETUVOS
ENERGIJA, having received reports from independent asset appraisal companies
(dated July 19, 2010) regarding the value of non-pecuniary contribution (the
contribution was appraised by Resolution Valuations UAB, FMĮ Orion Securities
UAB and Inreal UAB), approved the revised draft resolutions regarding issue No.
2 of the agenda of extraordinary general shareholders meeting convened on July
21, 2010 “Regarding increasing of authorized capital of Lietuvos Energija AB”
and Issue No.3 of the agenda “Regarding revising of Articles of Association of
Lietuvos Energija AB“. The Management Board of the joint-stock company LIETUVOS
ENERGIJA AB has also proposed the price of a single share of the new shares
issue, which is being released, of the joint-stock company LIETUVOS ENERGIJA,
equal to LTL 2.07 (two litas and seven cents), defined according to average
weighted market price for the 6 months period at NASDAQ OMX Vilnius stock
exchange. The proposed revision of the draft resolutions: 

2. Regarding increasing of authorized capital of Lietuvos Energija AB.

The following draft resolution is proposed:
“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 304 098 733 Lt (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 629 484 377.31 Lt (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, 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, defined by an independent asset appraising company on July 19,
 2010 in the asset appraisal certificate No. 10-07-01-2638, 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.

The following draft resolution is proposed:

“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 revised Articles of Association
of Lietuvos Energija AB and to perform all actions requisite for the
registration of the revised Articles of Association at the Register of Legal
Entities.” 

A shareholder or its authorized person shall have a right to vote in advance in
writing by filling a general voting ballot. If the shareholder, holding a right
of vote or its duly authorized representative demands so in writing, the
company shall prepare and not later than 10 days prior to the general
shareholders meeting shall send a general voting ballot by registered mail or
shall present it in person and confirm the receipt by signature. The general
voting ballot is also available at the website of the company http://www.le.lt,
folder “Akcininkams“ The filled and signed general voting ballot and the
document, confirming the right of vote may be presented to the company by
registered mail or handed over directly at the premises of the company with the
address A. Juozapavičiaus g. 13, Vilnius, not later than by the end of the
office hours (16:30) of July 20, 2010. 

The company retains the right not to register the advance vote of the
shareholder or its authorized person, if its presented general voting ballot is
not compliant with requirements, set forth in Parts 3 and 4, Article 30 of the
Law on Joint-stock Companies of the Republic of Lithuania, its presentation is
overdue or it is filled in the manner whereby ascertaining of the actual will
of the shareholder is impossible. 

The persons at the general shareholders meeting shall have a right to vote by
power of attorney. The power of attorney is deemed a written document, issued
by one person (issuer of power of attorney) to another person (the recipient of
power of attorney) to represent the issuer of power of attorney while
contacting third persons. The power of attorney on behalf of a physical person
to perform actions, related to legal persons, except for cases prescribed by
law, allowing issuance of the power of attorney in another form, shall be
signed by the notary.  The authorized persons shall have a document, confirming
the identity of the person and the power of attorney, approved as prescribed by
law, which shall be presented not later than by the finishing time of the
shareholders registration of the general shareholders meeting. The authorized
person has the same rights at the general shareholders meeting as would be had
by the shareholder who is being represented. 

The shareholders, holding a right to participate at the extraordinary general
shareholders meeting, shall have a right to authorize by means of electronic
communications a physical or legal entity to take part or cast vote on their
behalf at the general shareholders meeting.  Such authorization shall not
require notary approval. The company shall deem valid the authorization issued
by electronic means only provided that the shareholder signs it by an
electronic signature, generated by a secure signature-generating software and
attested qualified certificate, valid within the Republic of Lithuania, i.e.
the security of the transmitted information is ensured and a possibility of
identification of the shareholder is provided. The shareholder shall inform in
writing the company about such authorization, issued by electronic means, by
sending such notification by email at info@lpc.lt not later than end of office
hours (16:30) of July 20, 2010. 

At the general shareholders meeting there will be no participation or voting by
electronic means. 

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

Attachments:

naujos istatu redakcijos projektas 2010 07 20.pdf

1 priedas.pdf

2 priedas.pdf