Kauno Energija AB - Notification on material event

Convocation and resolutions projects of Extraordinary General meeting of shareholders of Kauno Energija AB

By the initiative of the main company's shareholder - Kaunas city municipality,
and by the decision of Company's Management Board the Extraordinary General
Meeting of shareholders of Kauno Energija AB (code of enterprise 235014830,
address Raudondvario pl. 84, Kaunas) is convened on 17th of August, 2012. 

The date of the Meeting: 17th of August, 2012, Friday. Meeting begins at 1 p.m.
Meeting will be held at Company's hall, Raudondvario pl. 86A, Kaunas,
Lithuania. Registration of shareholders starts at 12.30 p.m. 

The Board confirmed the following agenda and draft decisions of the
Extraordinary General Meeting of Shareholders: 

1. Regarding Kauno Energija AB permission for Gazprom AB to transfer shares of
Kauno Termofikacijos Elektrinė UAB and to exempt from obligations terms of
undertakings agreement. 

Draft decision:

1. To confirm terms of permission for Gazprom AB to transfer shares of Kauno
Termofikacijos Elektrinė UAB and of exemption from obligations terms of
undertakings agreement. 

2. To oblige the Management Board of Kauno Energija AB to present for
confirmation to the Extraordinary General Meeting of Shareholders of Kauno
Energija AB the final agreement regarding permission for Gazprom AB to sell
shares of Kauno Termofikacijos Elektrinė UAB and to exempt from obligations
under undertakings agreement when such will be reached. 

Kauno Energija AB shall not provide the possibility to participate and vote in
the Meeting through electronic communication channels. 

The account date of the Extraordinary General Meeting of Shareholders - the 9th
of August, 2012. The right to participate and to vote in convened Extraordinary
General Meeting of shareholders shall have a persons who own Kauno Energija AB
shares at the end of the working day of 9th of August, 2012. 

Kauno Energija AB share capital is divided into 42 731 977 (forty-two million
seven hundred thirty-one thousand nine hundred and seventy-seven) ordinary
registered shares. All of these shares carry the right to vote with their
shareholders. 

A person who takes part in Extraordinary General Meeting of Shareholders must
submit an identification document. A person, who is not a shareholder, must
also Submit a document confirming the right to vote at the Extraordinary
General Meeting of Shareholders. The authorized person at an Extraordinary
General Meeting of Shareholders shall have the same rights as it should
represent by the shareholder. Shareholder's right to attend Extraordinary
General Meeting of Shareholders also includes the Right to ask. 

Please be informed that shareholders, who are entitled to participate at an
Extraordinary General Meeting of Shareholders, own the right to authorize by
electronic means physical or legal person to attend and vote on behalf of them
at Extraordinary General Meeting of Shareholders. Power of attorney that is
issued by the shareholder must be submitted by sending an e-mail to
j.sereikiene@kaunoenergija.lt not later than till the end of the working day of
16th of August, 2012 (16 h 30 min.). 

Please be informed, that on decisions which are included into Extraordinary
General Meeting of Shareholders agenda can be voted in writing by completing a
general ballot paper. If the person who had completed the general ballot paper
is not a shareholder, the completed general ballot paper must be accompanied by
a document confirming the right to vote. The duly completed general ballotpaper (voting bulletin) should be sent by mail or delivered directly to the
Company's office at Raudondvario pl. 84, Kaunas (2nd floor) till the 17th of
August, 2012, 12 h 00 min. The Company reserves the right not to include in the
shareholder vote early, if the general ballot paper does not meet the third and
fourth parts of the 30 Article of Law on Companies requirements or the general
ballot paper is written in a way that it is impossible to establish
shareholder‘s will on a separate issue. 

The agenda of the Extraordinary General Meeting of Shareholders may be
supplemented by initiative of shareholders who own shares no less than 1/20 of
all the votes. Proposals to the agenda of the General Meeting of Shareholders
may be submitted by mail or delivered to the Company's representative office at
Raudondvario pl. 84, Kaunas (2nd floor) no later than 6th of August, 2012. 

Please be informed, that along with a proposal to supplement the agenda of the
Extraordinary General Meeting of Shareholders the drafts of proposed decisions
must be submitted or if the decisions shall not be adopted, an explanations on
each of the proposed issue must also be submitted. 

Please be informed, that shareholders the shares of whose provide not less than
1/20 of all votes own the right to propose a new draft decisions related to the
questions included into agenda at any time before or during the Extraordinary
General Meeting of Shareholders. Those new draft decisions must be provided
written. 

Shareholders own the right to ask the questions concerning the agenda of the
Extraordinary General Meeting of Shareholders of 17th of August, 2012.
Questions may be submitted by e-mail to j.sereikiene@kaunoenergija.lt or
delivered directly to the Company's office at Raudondvario pl. 84, Kaunas (2nd
floor) not later than 13th of August, 2012. 

Shareholders can get acquainted with the company‘s documents related to the
agenda and resolutions projects of Meeting of Shareholders as well as with
information relating to fulfilment of shareholders' rights since 26th of July,
2012 by coming to the Company (Raudondvario pl. 84, Kaunas, Lithuania) or on
the Company's website http://www.kaunoenergija.lt. 






         Head of Assets Management Department Jovita Sereikienė +370 37 305 664

Attachments:

biuletenis EN.pdf