Update: Convening the Extraordinary General Meeting of Shareholders of “Kauno Energija” AB
December 30 2022 - 5:20AM
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
- Voting bulletin 20230110_EN
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