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LEN: Resolutions Adopted During the Extraordinary General Shareholders Meeting of the Joint-stock company LIETUVOS ENERGIJA on September 28, 2010

Spekuliantai.lt | 2010-09-28 | NASDAQ OMX biržų naujienos | perskaitė: 1235
Raktiniai žodžiai: Lietuvos Energija AB, LEN
LEN: Resolutions Adopted During the Extraordinary General Shareholders Meeting of the Joint-stock company LIETUVOS ENERGIJA on September 28, 2010

Lietuvos Energija AB Notification on material event 28.09.2010

Resolutions Adopted During the Extraordinary General Shareholders Meeting of the
Joint-stock company LIETUVOS ENERGIJA on September 28, 2010

On September 28, 2010 during the extraordinary general shareholders meeting of
the joint-stock company LIETUVOS ENERGIJA (legal entity code - 220551550, legal
status - joint-stock company, address of registered head-office: Žvejų g. 14,
Vilnius, the Republic of Lithuania, data about the company are collected and
stored at Vilnius branch of VĮ Registrų Centras, Division of Registry of Legal
Entities), the following resolutions were adopted:

1. Regarding assets investment of Lietuvos Energija AB and transfer of shares
of InterLinks UAB and stakeholder rights of Respublikinis Energetikų Mokymo
Centras VŠĮ.”

Resolution adopted:

I. To approve the resolution of the Management Board of the company dated
September 3, 2010:

1. 1. To invest into Technologijų ir Inovacijų Centras UAB (code 302527488,
address of the registered head-office Žvejų g. 14, Vilnius):
1.1. monetary funds - LTL 700 000 (seven hundred thousand litas);
1.2. 1,500,000 (one million five hundred thousand) ordinary registered
non-material shares of InterLinks UAB (code 301817944, address of registered
head-office Žvejų g. 14, Vilnius), i.e. 100 % (one hundred per cent) of shares
of this company, the market price of which, determined by independent asset
appraiser, is LTL 3,930, 684 (three million nine hundred thirty thousand six
hundred and eighty four litas);
1.3. 18,478 (eighteen thousand four hundred seventy eight) ordinary registered
non-material shares of Kruonio Investicijos UAB (code 300634954, address of
registered head-office Kruonio II k., Kaišiadorių r. sav.), the market price of
which, determined by an independent asset appraiser is LTL 662,742 (six hundred
sixty two thousand seven hundred and forty two litas);
1.4. other non-current and current assets, the list of which is provided in
Attachment No.1 and the market price of which, determined by an independent
asset appraiser is LTL 18,823,959.58 (eighteen million eight hundred twenty
three thousand nine hundred fifty nine litas and 58 centas)
2. To determine that monetary funds and assets into Technologijų ir Inovacijų
Centras UAB are invested by depositing monetary funds and assets as monetary
and non-monetary assets, which are used to pay for shares of Technologijų ir
Inovacijų Centras UAB, issued while increasing the authorized capital, by
depositing 1,500,000 (one million five hundred thousand) ordinary registered
non-material shares of InterLinks UAB (code 301817944, address of registered
head-office Žvejų g. 14, Vilnius) i.e. 100 % (one hundred per cent) of this
company and depositing 18,478 (eighteen thousand four hundred seventy eight)
ordinary registered non-material shares of Kruonio Investicijos UAB (code
300634954, address of registered head-office Kruonio II k., Kaišiadorių r.
sav.) into Technologijų ir Inovacijų Centras UAB, by transferring the indicated
number of shares to Technologijų ir Inovacijų Centras UAB.
3. To determine that for the monetary funds and assets, depositable to
Technologijų ir Inovacijų Centras UAB, the Company will receive 24,117,385
(twenty four million one hundred seventeen thousand three hundred and eighty
five) nominal value shares of Technologijų ir Inovacijų Centras UAB, which
will comprise not less than 50 per cent (fifty per cent) of all shares issued
by Technologijų ir Inovacijų Centras UAB and their endowed votes, i.e.:
3.1. The company for the depositable monetary funds - LTL 700,000 (seven
hundred thousand litas) will receive 700,000 (seven hundred thousand) ordinary
registered shares of Technologijų ir Inovacijų Centras UAB with the nominal
value of LTL 1 (one litas);
3.2. The company for the deposited 1,500,000 (one million five hundred
thousand) ordinary registered non-material shares of InterLinks UAB (code
301817944, address of registered head-office Žvejų g. 14, Vilnius), i.e. 100 %
(one hundred per cent) of shares of this company, will receive LTL 3,930,684
(three million nine hundred thirty thousand six hundred and eighty four)
ordinary registered shares of Technologijų ir Inovacijų Centras UAB with
nominal value of LTL 1 (one litas);
3.3. The company for the depositable 18,478 (eighteen thousand four hundred
seventy eight) ordinary registered non-material shares of Kruonio Investicijos
UAB (code 300634954, address of registered head-office Kruonio II k.,
Kaišiadorių r. sav.), will receive 662,742 (six hundred sixty two thousand
seven hundred and forty two) ordinary registered shares of Technologijų ir
Inovacijų Centras UAB with nominal value of LTL 1 (one litas);
3.4. The company for other depositable current and non-current assets, the
list of which is provided in the Attachment No. 1 will receive 18,823,959
(eighteen million eight hundred twenty three thousand nine hundred and fifty
nine) ordinary registered shares of Technologijų ir Inovacijų Centras UAB with
the nominal value of LTL 1 (one litas);
4. The asset list of Technologijų ir Inovacijų Centras UAB, intended for
depositing, the value of this asset, the number of receivable shares are
subject to change as indicated below:
4.1. With regard to the fact that the assets of Technologijų ir Inovacijų
Centras UAB, intended for depositing, are used in everyday activity of the
Company, and also the fact that from adoption of this resolution until the
actual transfer of the assets a certain time period may pass, to determine,
that the asset list indicated in the items above, the determined value of the
depositable assets, the number of shares of Technologijų ir Inovacijų Centras
UAB, receivable in exchange for the depositable assets, a part of these shares
and voting rights endowed by them are subject to change (increase or decrease).
Due to this reason, the Chief Executive Officer of Lietuvos Energija AB is
endowed with a right to sign a contract for signing of newly issuable shares of
Technologijų ir Inovacijų Centras UAB and to perform other actions, indicated
in this resolution, related to depositing of the monetary funds or assets, if
in exchange for the depositable assets the part of shares of Technologijų ir
Inovacijų Centras UAB, receivable by the company, decreases not more than 15
per cent (fifteen per cent) of sizes indicated in this resolution. If the
allowed 15 per cent change is exceeded, a new resolution must be adopted. A
part of shares, receivable in exchange for the depositable assets, may grow
indefinitely.
4.2. If by October 31, 2010 there are no possibilities (legal or physical) to
deposit a part of assets intended for depositing to Technologijų ir Inovacijų
Centras UAB and due to this reason the increasing of authorized capital of
Technologijų ir Inovacijų Centras UAB cannot be completed, only such assets
will be deposited into Technologijų ir Inovacijų Centras UAB, which can be
deposited by, proportionally to the decrease of the depositable assets value,
reducing the part of shares of Technologijų ir Inovacijų Centras UAB,
receivable in exchange for the depositable assets. In this case the further
foreseen change limitations are not applied and a new resolution must not be
adopted.
5. The Chief Executive Officer of the Company or another person, authorized by
him, is authorized on behalf of the Company to sign all documents requisite for
the implementation of this resolution.

II. To approve the resolution of the Management Board of the company dated
September 3, 2010:

1. To invest in Kruonio Investicijos UAB (code 300634954, address of registered
head-office Kruonio II k., Kaišiadorių r. sav.) non-current and current assets,
the list of which is provided in Attachment No.2 and the market price of which,
determined by an independent asset appraiser, is LTL 130,376,946.25 (one
hundred thirty million three hundred seventy six thousand nine hundred and
forty six litas).
2. To determine that assets are invested into Kruonio Investicijos UAB by
depositing assets as non-monetary asset deposit, by which are paid shares
issued while increasing the authorized capital of Kruonio Investicijos UAB.
3. To determine that for the assets, depositable into Kruonio Investicijos UAB,
the Company will receive 1,303,769 (one million three hundred three thousand
seven hundred and sixty nine) ordinary registered shares of Kruonio
Investicijos UAB with the nominal value of LTL 100 (one hundred litas), which
will comprise not less than 41 per cent (forty one per cent) of all issued
shares of Kruonio Investicijos UAB, and votes endowed by them.
4. The asset list of Kruonio Investicijos UAB, intended for depositing, the
value of these assets, the number of receivable shares, are subject to change
as indicated below:
4.1. With regard to the fact that the assets of Kruonio Investicijos UAB,
intended for depositing, are used in everyday activity of the Company, and also
the fact that from adoption of this resolution until the actual transfer of the
assets a certain time period may pass, to determine, that the asset list
indicated in the items above, the determined value of the depositable value,
the number of shares of Kruonio Investicijos UAB, receivable in exchange for
the depositable assets, a part of these shares and voting rights, endowed by
them, are subject to change (increase or decrease). Due to this reason, the
Chief Executive Officer of Lietuvos Energija AB is endowed with a right to sign
a contract for signing of newly issued shares of Kruonio Investicijos UAB and
to perform other actions, indicated in this resolution, related to depositing
of the monetary funds or assets, if a part of shares of Kruonio Investicijos
UAB, receivable in exchange for the depositable assets, decreases not more than
15 per cent (fifteen per cent) of sizes indicated in this resolution. If the
allowed 15 per cent change is exceeded, a new resolution must be adopted. A
part of shares, receivable in exchange for the depositable assets, may grow
indefinitely.
4.2. If by October 31, 2010 there are no possibilities (legal or physical) to
deposit a part of assets, intended for depositing to Kruonio Investicijos UAB,
and due to this reason the increasing of authorized capital of Kruonio
Investicijos UAB cannot be completed, only such asset will be deposited into
Kruonio Investicijos UAB, which can be deposited, proportionally to the
decrease of depositable asset value, by decreasing a part of shares of into
Kruonio Investicijos UAB, receivable for the depositable assets. In this case
the further foreseen change limitations are not applied and a new resolution
must not be adopted.
5. The Chief Executive Officer of the Company or another person, authorized by
him, is authorized on behalf of the Company to sign all documents requisite for
the implementation of this resolution.

III. To approve the resolution of the Management Board of the company dated
September 3, 2010:

1. To invest into Elektros Tinklo Paslaugos UAB (code 300072351, address of the
registered head-office Motorų g. 2, Vilnius):
1.1. monetary funds - LTL 250,000 (two hundred fifty thousand litas);
1.2. Other non-current and current assets, the list of which is provided in
Attachment No. 3 and the market price of which, determined by an independent
asset appraiser is LTL 4,486,601.95 (four million four hundred eighty six
thousand six hundred one litas and 95 centas).
2. To determine that monetary funds and assets are invested into Elektros
Tinklo Paslaugos UAB by depositing monetary funds and assets as monetary and
non-monetary asset deposit, by which are paid shares of Kruonio Investicijos
UAB, issued while increasing the authorized capital.
3. To determine that for the monetary funds and assets, depositable to Elektros
Tinklo Paslaugos UAB, the Company will receive 4,736,601 (four million seven
hundred thirty six thousand six hundred and one) ordinary registered shares of
Elektros Tinklo Paslaugos UAB with nominal value LTL 1 (one litas), which will
comprise not less than 28 (twenty eight) percent of all issued shares of
Elektros Tinklo Paslaugos UAB and their endowed votes, i.e.:
3.1. The company for the depositable monetary funds - LTL 250,000 (two hundred
fifty thousand litas) will receive 250 000 (two hundred fifty thousand)
ordinary registered shares of Elektros Tinklo Paslaugos UAB with nominal value
of LTL 1 (one litas);
3.2. The company for other depositable current and non-current assets, the list
of which is provided in the Attachment No. 3 will receive 4,486,601 (four
million four hundred eighty six thousand six hundred and one) ordinary
registered shares of Elektros Tinklo Paslaugos UAB with the nominal value of
LTL 1 (one litas);
4. The asset list of Elektros Tinklo Paslaugos UAB, intended for depositing,
the value of these assets, the number of shares, receivable in exchange for the
latter, are subject to change as indicated below:
4.1. With regard to the fact that the assets of Elektros Tinklo Paslaugos UAB,
intended for depositing, are used in everyday activity of the Company, and also
the fact that from adoption of this resolution until the actual transfer of the
asset a certain time period may pass, to determine that the asset list
indicated in the items above, the determined value of the depositable assets,
the number of shares of Elektros Tinklo Paslaugos UAB, receivable in exchange
for the depositable assets, a part of these shares and voting rights endowed by
these shares are subject to change (increase or decrease). Due to this reason,
the Chief Executive Officer of Lietuvos Energija AB is endowed with a right to
sign a contract for signing of newly issued shares of Elektros Tinklo Paslaugos
UAB and to perform other actions, indicated in this resolution, related to
depositing of the monetary funds or assets, if a part of shares of Elektros
Tinklo Paslaugos UAB, receivable in exchange for the depositable assets,
decreases not more than 15 per cent (fifteen per cent) of sizes indicated in
this resolution. If the allowed 15 per cent change is exceeded, a new
resolution must be adopted. A part of shares, receivable in exchange for the
depositable assets, may grow indefinitely.
4.2. If by October 31, 2010 there are no possibilities (legal or physical) to
deposit a part of assets, intended for depositing, to Elektros Tinklo Paslaugos
UAB and due to this reason the increasing of authorized capital of Elektros
Tinklo Paslaugos UAB cannot be completed, only such asset will be deposited
which can be deposited, proportionally to the decrease of depositable assets
value, by reducing the part of shares of Elektros Tinklo Paslaugos UAB,
received in exchange for the depositable assets. In this case the further
foreseen change limitations are not applied and a new resolution must not be
adopted.
5. The Chief Executive Officer of the Company or another person, authorized by
him, is authorized on behalf of the Company to sign all documents requisite for
the implementation of this resolution.

IV. To approve the resolution of the Management Board of the company dated
September 3, 2010:

1. To invest into TETAS UAB (code 300513148, address of the registered
head-office Senamiesčio g. 102B, Panevėžys):
1.1. monetary funds - LTL 750,000 (seven hundred fifty thousand litas);
1.2. 430,400 (four hundred thirty thousand and four hundred) ordinary
registered non-material shares of Energetikos Pajėgos UAB (code 136046431,
address of registered head-office T. Masiulio g. 16D, Kaunas), i.e. 100 % (one
hundred per cent) of shares of this company, the market price of which,
determined by an independent asset appraiser, is LTL 5,006,443 (five million
six thousand four hundred and forty three litas);
1.3. other non-current and current assets, the list of which is provided in
Attachment No.4 and the market price of which, determined by an independent
asset appraiser is LTL 2,570,989.37 (two million five hundred seventy thousand
nine hundred and eighty nine litas).
2. To determine that monetary funds and assets are invested into TETAS UAB by
depositing monetary funds and assets as monetary and non-monetary asset
deposit, by which are paid shares of TETAS UAB, issued while increasing the
authorized capital, by depositing 430,400 (four hundred thirty thousand and
four hundred) ordinary registered non-material shares of Energetikos Pajėgos
UAB (code 136046431, address of registered head-office T. Masiulio g. 16D,
Kaunas) into TETAS UAB, by transferring the indicated quantity of shares to
TETAS UAB.
3. To determine that for the monetary funds and assets, depositable to TETAS
UAB, the Company will receive 3,469,762 (three million four hundred sixty nine
thousand seven hundred and sixty two) ordinary registered shares of TETAS UAB
with nominal value LTL 1 (one litas), which will comprise not less than 61
(sixty one) percent of all issued shares of TETAS UAB and their endowed votes,
i.e.:
3.1. The company for the depositable monetary funds - LTL 750,000 (seven
hundred fifty thousand litas) will receive 312,500 (three hundred twelve
thousand five hundred) ordinary registered shares of TETAS UAB with the nominal
value of LTL 1 (one litas);
3.2. The Company for the depositable 430,400 (four hundred thirty thousand and
four hundred) ordinary registered non-material shares of Energetikos Pajėgos
UAB (code 136046431, address of registered head-office T.Masiulio g. 16D,
Kaunas), will receive 2,086,017 (two million eighty six thousand and seventeen)
ordinary registered shares of TETAS UAB with nominal value LTL 1 (one litas);
3.3. The Company for the depositable other current and non-current assets, the
list of which is provided in Attachment No. 4 will receive 1,071,245 (one
million seventy one thousand two hundred and forty five) ordinary registered
shares of TETAS UAB with the nominal value of LTL 1 (one litas);
4. The asset list of TETAS UAB, intended for depositing, the value of this
asset, the number of shares, receivable in exchange, are subject to change as
indicated below:
4.1. With regard to the fact that the assets of TETAS UAB, intended for
depositing, are used in everyday activity of the Company, and also the fact
that from adoption of this resolution until the actual transfer of the assets a
certain time period may pass, to determine, that the asset list indicated in
the items above, the determined value of the depositable value, the number of
shares of TETAS UAB, receivable in exchange for the depositable assets, a part
of these shares and voting rights, endowed by them, are subject to change
(increase or decrease). Due to this reason, the Chief Executive Officer of
Lietuvos Energija AB is endowed with a right to sign a contract for signing of
newly issued shares of TETAS UAB and to perform other actions, indicated in
this resolution, related to depositing of the monetary funds or assets, if in
exchange for the depositable assets, the part of shares of TETAS UAB,
receivable by the company, decreases not more than 15 per cent (fifteen per
cent) of sizes indicated in this resolution. If the allowed 15 per cent change
is exceeded, a new resolution must be adopted. A part of shares, receivable in
exchange for the depositable assets, may grow indefinitely.
4.2. If by October 31, 2010 there are no possibilities (legal or physical) to
deposit a part of assets, intended for depositing to TETAS UAB, and due to this
reason the increasing of authorized capital of TETAS UAB cannot be completed,
only such assets will be deposited into TETAS UAB, which can be deposited,
proportionally to the decrease of depositable asset value, by decreasing a part
of shares of TETAS UAB, receivable for the depositable assets. In this case the
further foreseen change limitations are not applied and a new resolution must
not be adopted.
5. The Chief Executive Officer of the Company or another person, authorized by
him, is authorized on behalf of the Company to sign all documents requisite for
the implementation of this resolution.

V. To approve the resolution of the Management Board of the company dated
September 3, 2010:

1. To invest in Data Logistics Center UAB, a daughter company of Lietuvos
Energija AB, of which 100 per cent shares are owned by Lietuvos Energija AB,
non-current and current assets, the list of which is provided in Attachment No.
5 and the market price of which, determined by an independent asset appraiser,
is LTL 12,417,572.83 (twelve million four hundred seventeen thousand five
hundred seventy two litas and 83 centas).
2. To determine that assets are invested into Data Logistics Center UAB by
depositing assets as non-monetary asset deposit, by which are paid shares
issued while increasing the authorized capital of Data Logistics Center UAB.
3. To determine that for the assets, depositable into Data Logistics Center
UAB, the Company will receive 12,417,572 (twelve million four hundred seventeen
thousand five hundred and seventy two) ordinary registered shares of Data
Logistics Center UAB with nominal value of LTL 1 (one litas), which will
comprise 100 per cent (one hundred per cent) of all issued shares of Data
Logistics Center UAB, and votes endowed by them.
4. With regard to the fact that the assets of Data Logistics Center UAB,
intended for depositing, are used in everyday activity of the Company, and also
the fact that from adoption of this resolution until the actual transfer of
assets a certain time period may pass, to determine, that the asset list
indicated in the item above, the determined value of the depositable assets are
subject to change (increase or decrease). Due to this reason, the Chief
Executive Officer of Lietuvos Energija AB is endowed with a right to sign a
contract for signing of newly issued shares of Data Logistics Center UAB and to
perform other actions, indicated in this resolution, related to depositing of
assets, if the value of the depositable assets does not change more than 15 per
cent (fifteen per cent) of sizes indicated in this resolution. If the allowed
15 per cent change is exceeded, a new resolution must be adopted.
5. If by December 15, 2010 there are no possibilities (legal or physical) to
deposit a part of assets, intended for depositing to Data Logistics Center UAB,
and due to this reason the increasing of authorized capital of Data Logistics
Center UAB cannot be completed, only such assets will be deposited into Data
Logistics Center UAB, which can be deposited.
6. The Chief Executive Officer of the Company or another person, authorized by
him, is authorized on behalf of the Company to sign all documents requisite for
the implementation of this resolution.

VI. To approve the resolution of the Management Board of the company dated
September 3, 2010:

1. Upon making of shares acquisition and sales contract to transfer to
Technologijų ir Inovacijų Centras UAB (code 302527488, address of registered
head-office Žvejų g. 14, Vilnius) all stakeholder rights of Respublikinis
Energetikų Mokymo Centras owned by Lietuvos Energija AB for 294,246.47 (two
hundred ninety four thousand two hundred forty six litas and 47 centas) and to
authorize the Chief Executive Officer of Lietuvos Energija AB to perform all
requisite actions, related to transfer of stakeholder rights.

2. Regarding acquisition of non-current assets

Resolution adopted:

1. Under Item 32.4 of Articles of Association of the joint-stock company
Lietuvos Energija, to approve the resolution of the Management Board of the
Company, dated August 30, 2010 for the price, determined by an independent
appraiser, to acquire from the joint-stock company Visagino Atominė Elektrinė
6.227.836 (six million two hundred twenty seven thousand eight hundred and
thirty six) its controlled and owned by right of ownership ordinary registered
shares of the joint-stock company Lietuvos Elektrinė.
2. To authorize the Chief Executive Officer of Lietuvos Energija to sign the
contract of shares signing of the joint-stock company Lietuvos Elektrinė and to
perform other actions, requisite for the acquisition of these shares.

3. Regarding revising of Articles of Association of Lietuvos Energija AB.

Resolution adopted:

3.1. To approve the revision of Lietuvos Energija AB articles of association.

3.2. To authorize the Chief Executive Officer of Lietuvos Energija AB under
procedure established in the legal acts to sign amended Articles of Association
of Lietuvos Energija AB and to perform all actions requisite for the
registration of the amended Articles of Association at the Register of Legal
Entities.

Further information on the resolutions adopted during the extraordinary
shareholders meeting of the joint-stock company LIETUVOS ENERGIJA is available
on the website of LIETUVOS ENERGIJA www.le.lt


Renata Gaudinskaitė +370 5 278 2421



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