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LDJ: Re: the supplemented agenda of the Annual General Meeting of Shareholders of AB Lietuvos Dujos and draft resolutions

Spekuliantai.lt | 2012-05-11 | NASDAQ OMX biržų naujienos | perskaitė: 725
Raktiniai žodžiai: Lietuvos Dujos AB, LDJ
LDJ: Re: the supplemented agenda of the Annual General Meeting of Shareholders of AB Lietuvos Dujos and draft resolutions

Lietuvos Dujos AB Notification on material event 11.05.2012

Re: the supplemented agenda of the Annual General Meeting of Shareholders of AB
Lietuvos Dujos and draft resolutions

Vilnius, Lithuania, 2012-05-11 13:36 CEST (GLOBE NEWSWIRE) -- On 4 May 2012, AB
Lietuvos Dujos, (legal entity code 120059523, registered office address Aguonų
g. 24, LT-03212 Vilnius, the Republic of Lithuania) (hereinafter referred to as
the “Company”) publicly announced the draft agenda and draft resolutions of the
General Meeting of Shareholders of the Company (hereinafter referred to as the
“Meeting”) as approved by the Company’s Board of Directors on 4 May 2012.

On 10 May 2012, the Company received a proposal from shareholder E.ON Ruhrgas
International GmbH to supplement the agenda of the Meeting as well as proposing
draft resolution of the item.

The Company has supplemented the agenda of the Meeting with the item and draft
resolution proposed by the shareholder, and presents them to the General
Meeting of Shareholders:

The Agenda of the Meeting:

1. Selection of the method for the unbundling of the transmission activity and
control.
2. Selection of the method for the unbundling of the distribution activity.
3. Instructions to the Board of Directors to implement the resolutions
adopted.
4. On the members of the Board of Directors.

Draft Resolutions of the Extraordinary General Meeting of Shareholders:

1. Selection of the method for the unbundling of the transmission activity and
control.

Draft resolution:

To perform the unbundling of the transmission activity of AB Lietuvos Dujos
following the method provided for by Article 4 of the Law on Implementation of
the Law Amending the Law on Natural Gas of the Republic of Lithuania and Para 8
of the plan approved by the Resolution No 1239 of the Government of the
Republic of Lithuania of 28 October 2011 “On Approval of the Plan on Performing
the Unbundling of Activities and Control of Natural Gas Companies that do not
Conform to the Requirements of the Law on Natural Gas of the Republic of
Lithuania” in accordance with the terms provided for by the legal acts by
spinning off a part (i.e. the activity of natural gas transmission of the
Company) from the Company, which continues its activity, and establishing a new
company on the basis of the assets, rights and obligations attributed to the
activity of natural gas transmission of the Company as provided for by Article
71 of the Law on Companies of the Republic of Lithuania.

2. Selection of the method for the unbundling of the distribution activity.

Draft resolution:

To perform the unbundling of the distribution activity of AB Lietuvos Dujos by
establishing a subsidiary of the Company and by transferring the natural gas
distribution activity (complex of assets) to such subsidiary together with the
assets, rights and obligations attributed to such activity as contribution in
kind for the newly issued shares of the subsidiary in accordance with the terms
provided for by the legal acts.

3. Instructions to the Board of Directors to implement the resolutions adopted.

Draft resolution:

To entitle the Board of Directors of the Company to prepare the Terms and
Conditions of the Spin-off of the Company, as well as adopt at its discretion
any and all decisions required for the implementation of the methods for the
unbundling of the transmission activity and the unbundling of the distribution
activity selected by the General Meeting of Shareholders of the Company, except
for the decisions regarding the value of the natural gas distribution activity
(as complex of assets), which shall be adopted by the General Meeting of
Shareholders of the Company, and other decisions the adoption of which is
attributed to the competence of the General Meeting of Shareholders of the
Company.

4. On the members of the Board of Directors.

Draft resolution:

Taking into account the resignation of Dr. Frankenberg from office as the
Member and Chairman of the Board of Directors of AB Lietuvos dujos with effect
as of 30 June 2012 (inclusive), to accept his resignation and elect Dr. Achim
Saul as a new member of the Company’s Board of Directors effective from 1 st
July 2012, 0:00. Dr. Saul will hold this position until the expiration of the
term of office of the current Company’s Board of Directors.

It should be reminded:

As initiated and decided by the Board of Directors of AB Lietuvos Dujos
(company code 120059523, the address of the head office: Aguonų g. 24, LT-03212
Vilnius, The Republic of Lithuania) the Extraordinary General Meeting of
Shareholders of AB Lietuvos Dujos will be convened at 10.00 a.m. on Monday, 28
May 2012, the venue of the Meeting being set: the conference hall on Floor 2 at
Aguonų g. 24, LT-03212 Vilnius.

The registration of shareholders will start at 9.00 a.m., 28 May 2012.

The registration of shareholders will be stopped at 9.45 a.m., 28 May 2012.

The Record Date of the Extraordinary General Meeting of Shareholders: 21 May
2012. Persons who are shareholders of the company at the end of the Record Day
(21 May 2012) are entitled to attend the Extraordinary General Meeting of
Shareholders and to vote at the meeting.

Total number of AB Lietuvos Dujos shares amounts to 469 068 254 of LTL 1 par
value each. The number of shares that entitles shareholders to vote on the day
of the Extraordinary General Meeting of Shareholders is 469 068 254.

A person attending the Extraordinary General Meeting of Shareholders and
entitled to vote shall produce a document which is a proof of his personal
identity. A person who is not a shareholder shall in addition produce a
document certifying his right to vote at the Extraordinary General Meeting of
Shareholders.

The company does not provide a possibility of participating in the
Extraordinary General Meeting of Shareholders and voting by using electronic
means of communications.

The shareholders may familiarize themselves with the Draft Resolutions of the
Extraordinary General Meeting of Shareholders and the supplementary material
thereof, also with the implementation of the shareholders rights, on workdays
from 2.00 p.m. till 4.00 p.m. (on Fridays: till 3.15 p.m.) from 7 May 2012 in
the head office of the Company at Aguonų g. 24 Vilnius, tel. (+370 5) 236 0145.
These documents are also presented on the Central Database of Regulated
Information www.crib.lt and the website of the Company www.dujos.lt.

Annexes:

1. General Ballot Paper (.pdf)

2. Power of Attorney (.pdf)

3. Shareholders Rights (.pdf)



Authorised person:

Reda Aglinskiene
Head of the Legal Division
tel. +(370 5) 236 02 40


1. ballot_paper_EN.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=392467)
2. shareholders_rights_EN.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=392469)
3. power_of_attorney_EN.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=392468)

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