OREANDA-NEWS. November 12, 2015. Public limited liability company Lietuvos Dujos (hereinafter AB Lietuvos Dujos, Company), identification code 120059523, the address of the head office: Aguon str. 24, LT-03212 Vilnius, The Republic of Lithuania. The total number of registered ordinary shares issued by the Company 290 685 740, ISIN code LT0000116220.

The planned address of the registered office of Energijos skirstymo operatorius AB is Aguon? St. 24, LT-03212, Vilnius. Legal entity number will be assigned and the authorised capital of Energijos skirstymo operatorius AB will be formed upon registering Energijos skirstymo operatorius AB in the Register of Legal Entities, with an ISIN code to be assigned upon registering the issue of shares of Energijos skirstymo operatorius AB in the Central Securities Depository.

1. Considering that there is no basis to change and/or modify the publicly announced Terms of Reorganization of LESTO AB and public limited liability company Lietuvos Dujos or individual provisions thereof, and following the provisions of applicable laws, an Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos is to be convened on the initiative and by the decision of the Board of AB Lietuvos Dujos on 10 November 2015.

2. A General Meeting of Shareholders of  Energijos skirstymo operatorius AB established as a result of the reorganisation of LESTO AB and AB Lietuvos Dujos will also be convened on the initiative and by the decision of the Boards of LESTO AB and AB Lietuvos Dujos on 10 November 2015 (until the date of registration of the Articles of Association of Energijos skirstymo operatorius AB with the Register of Legal Entities of the Republic of Lithuania, the shareholders of LESTO AB and AB Lietuvos Dujos shall be considered to be the shareholders of Energijos skirstymo operatorius AB and the number of votes held by them at the General Meeting of Shareholders of Energijos skirstymo operatorius AB shall be calculated according to the rules for exchanging the shares of LESTO AB and AB Lietuvos Dujos into the shares of Energijos skirstymo operatorius AB that are set out in the Terms of Reorganisation).

3. The Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos will be held on 3 December 2015, at 9.00 a.m. at Aguon? St. 24, LT-03212, Vilnius, room No 207, shareholder registration will start at 8.25 a.m. and will end at 8.55 a.m. 

4. The General Meeting of Shareholders of Energijos skirstymo operatorius AB will be held on 3 December 2015 at 10.00 a.m. at Aguon? str. 24, LT-03212, Vilnius, room No 207, shareholder registration will start at 9.25 a.m. and will end at 9.55 a.m. 

5. The record date of AB Lietuvos Dujos and Energijos skirstymo operatorius AB General Meetings is 26 November 2015.

6. Only persons who are shareholders of AB Lietuvos Dujos at the end of the record date of the General Meeting of Shareholders of AB Lietuvos Dujos shall have the right to attend and vote at the General Meeting of Shareholders of AB Lietuvos Dujos. Only persons who are shareholders of AB Lietuvos Dujos and LESTO AB at the end of the record date of the General Meeting of Shareholders of Energijos skirstymo operatorius AB shall have the right to attend ant vote at the General Meeting of Shareholders of Energijos skirstymo operatorius AB.

7. The following agenda of the Extraordinary General Meeting of Shareholders of public limited liability company Lietuvos Dujos was approved by the decision of the Board of Public limited liability company Lietuvos Dujos on 10 November 2015 and the following draft decision is proposed:

7.1. Agenda of the Extraordinary General Meeting of Shareholders of Public limited liability company Lietuvos Dujos:

7.1.1. Reorganisation of LESTO AB and public limited liability company Lietuvos Dujos by merger, establishing Energijos skirstymo operatorius AB;

7.1.2. Regarding the authorization to execute approved decisions.

7.2. The proposed draft decision of the Extraordinary General Meeting of Shareholders of public limited liability company Lietuvos Dujos on the first agenda item is as follows:

7.2.1. Acting in accordance with Article 2.97(4) of the Civil Code of the Republic of Lithuania and the Terms of Reorganisation of LESTO AB and public limited liability company Lietuvos Dujos, to reorganise LESTO AB and public limited liability company Lietuvos Dujos by merger, merging LESTO AB with public limited liability company Lietuvos Dujos, both of which will end their activities as legal entities upon the reorganisation, to establish Energijos skirstymo operatorius AB which will start functioning after the reorganisation and will take over the assets, rights and obligations of LESTO AB and public limited liability company Lietuvos dujos after the reorganisation, i.e. a new legal entity, Energijos skirstymo operatorius AB, will be established on the activities of both LESTO AB and public limited liability company Lietuvos Dujos which will terminate their operation after the reorganization.

7.2.2. To approve the Terms of Reorganisation of LESTO AB and public limited liability company Lietuvos Dujos (enclosed), based on which, after the reorganisation of LESTO AB and AB Lietuvos Dujos by merger, as stipulated in the Terms of Reorganisation, a new company, Energijos skirstymo operatorius AB, having the same legal form will be established to continue the activities of LESTO AB and public limited liability company Lietuvos Dujos following the reorganisation and will take over the assets, rights and obligations of LESTO AB and public limited liability company Lietuvos Dujos after the reorganisation, as prescribed by the Terms of Reorganisation.

7.2.3. To approve the Articles of Association of Energijos skirstymo operatorius AB (enclosed) that will start functioning upon the reorganisation of LESTO AB and AB Lietuvos Dujos.

7.3. The proposed draft decision of the Extraordinary General Meeting of Shareholders of LESTO AB on the second agenda item is as follows:

7.3.1. To authorise the General Manager of LESTO AB Mr. Aidas Ignataviius to sign the Articles of Association of Energijos skirstymo operatorius AB.

7.3.2. To confer upon the General Manager of LESTO AB and/or General Manager of AB Lietuvos Dujos andupon the registration of Energijos skirstymo operatorius AB, to the General Manager of Energijos skirstymo operatorius AB  (as applicable) (acting both together and each individually), while  implementing the requirements laid down in legal acts, to submit the Terms of Reorganisation of LESTO AB and public limited liability company Lietuvos Dujos and other required information and documents to the notary, the Register of Legal Entities, Bank of Lithuania and other entities; to perform all necessary actions to register Energijos skirstymo operatorius AB in the Register of Legal Entities in accordance with the procedure established by legal acts; to submit an application for listing Energijos skirstymo operatorius AB shares on NASDAQ OMX Vilnius Stock Exchange; to perform all other necessary actions related to the implementation of this decision and the reorganisation of LESTO AB and public limited liability company Lietuvos Dujos, authorizing the above mentioned representatives (acting both together and each individually ) to subdelegate to other persons the performance of actions specified in this decision to the full extent.

8. The following agenda of the General Meeting of Shareholders of Energijos skirstymo operatorius AB was approved by the decision of the Boards of LESTO AB and public limited liability company Lietuvos dujos on 10 November 2015 and the following draft decision is proposed:

8.1. Agenda of the General Meeting of Shareholders of Energijos skirstymo operatorius AB:

8.1.1. Election of the members of the Supervisory board of Energijos skirstymo operatorius AB;

8.1.2. Regarding the approval of terms and conditions of contracts with members of the Supervisory board of Energijos skirstymo operatorius AB;

8.1.3. Regarding the authorization to execute approved decisions.

8.2. In accordance with the statement No. KONF_SR_2015-106 of 9 November 2015 by Lietuvos energija, UAB, that owns 94, 39 % of LESTO AB shares and 96, 64 % of public limited liability company Lietuvos Dujos shares, presenting the candidates for the members of the Supervisory board of Energijos skirstymo operatorius AB, the proposed draft decision of the Extraordinary General Meeting of Shareholders of Energijos skirstymo operatoriusAB on the first agenda item is as follows:

8.2.1. To elect for a period of 4 (four) years the persons named below as members of the Supervisory board of Energijos skirstymo operatorius AB that will start operating upon the reorganisation of LESTO AB and AB Lietuvos Dujos

- Dalius Misi?nas (personal code and place of residence must not be published);

- Ilona Daug?lait? (personal code and place of residence must not be published);

- Petras Povilas ??sna (as independent member of the Supervisory board) (personal code and place of residence must not be published).

8.2.2. To establish that members of the Supervisory board of Energijos skirstymo operatorius AB shall start their activities upon the end of the General Meeting of Shareholders that elected them.

8.3. The proposed draft decision of the Extraordinary General Meeting of Shareholders of Energijos skirstymo operatoriusAB on the second agenda item is as follows:

8.3.1. To approve the terms and conditions of the agreement for the protection of confidential information concluded with the members of the Supervisory Board (enclosed);

8.3.2. To approve the terms and conditions of the contract regarding the activities of the member of Supervisory Board (enclosed);

8.3.3. To approve the terms and conditions of the contract regarding the activities of an independent member of the Supervisory Board (enclosed);

8.3.4. To determine the remuneration of 43, 44 EUR (forty-three euros and forty four cents) per hour (before taxes) for an independent member of the Supervisory Board for the actual activity as an independent member of the Supervisory Board;

8.3.5. To determine that monthly remuneration for an independent member of the Supervisory Board of the Company is limited to the maximum amount of 1014 EUR (one thousand and fourteen euros) (before taxes).

8.4. The proposed draft decision of the Extraordinary General Meeting of Shareholders of Energijos skirstymo operatoriusAB on the third agenda item is as follows:

8.4.1. To confer upon  the General Manager of LESTO AB and/or the General Manager of AB Lietuvos Dujos and, after the registration of Energijos skirstymo operatorius AB, to the General Manager of Energijos skirstymo operatorius AB  (as applicable) (acting both together and each individually), while  implementing the requirements laid down in legal acts, to submit the Terms of Reorganisation of LESTO AB AB Lietuvos Dujos and other required information and documents to the notary, the Register of Legal Entities, Bank of Lithuania and other entities; to perform all necessary actions to register Energijos skirstymo operatorius AB in the Register of Legal Entities in accordance with the procedure established by legal acts; to submit an application for listing Energijos skirstymo operatorius AB shares on NASDAQ OMX Vilnius Stock Exchange; to perform all other necessary actions related to the implementation of this decision and the reorganisation of LESTO AB and AB Lietuvos Dujos, authorizing  the above mentioned  representatives (acting both together and each individually ) to sub delegate to other persons the performance of  the actions specified in this decision to the full extent.

8.4.2. To authorize Mr. Aidas Ignatavi?ius to sign contracts with the members of the Supervisory Board the conditions of which are specified in the above paragraphs 1 - 3 herein, giving the right to amend non-essential terms and conditions in the contracts.


9. Shareholders participating in the General Meetings of Shareholders of AB Lietuvos Dujos or Energijos skirstymo operatorius AB shall produce an identity document. Shareholders shall be granted property and non-property rights provided for by laws and other legal acts of the Republic of Lithuania. Shareholders entitled to participate in the aforementioned shareholder meetings shall have the right to authorise, in writing, a natural or legal person to participate and vote on their behalf at the General Meetings of Shareholders indicated in this notice. Such a written authorisation shall be approved in accordance with the procedure laid down in legal acts and shall be delivered to Aguon? str. 24, Vilnius (the General Meetings of Shareholders of AB Lietuvos Dujos) and (or) to Aguon? str. 26, Vilnius (the General Meetings of Shareholders of Energijos skirstymo operatorius AB) no later than by the end of shareholder registration for a relevant General Meeting. Shareholders entitled to participate in the General Meetings of Shareholders of LESTO AB and (or) Energijos skirstymo operatorius AB shall also have the right to authorise, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the General Meetings of Shareholders. An authorisation issued by electronic means of communication shall be recognised as valid provided that the security of the information transferred is ensured and it is possible to identify the shareholder. Shareholders shall report the issuance of an authorisation by electronic means of communication by sending it by e-mail to ld@lietuvosdujos.lt (if such an authorisation is issued for representation at the General Meeting of Energijos skirstymo operatorius AB, it can also be reported to info@lesto.lt) not later than by the end of the working day on 30 November 2015 (4:30 p.m.). The authorised person shall have an identity document and shall enjoy the same rights at the General Meeting as the shareholder represented by him would enjoy (unless the issued authorisation or laws provide for narrower rights of the authorised person). The shareholders right to participate in the General Meetings of Shareholders shall also include the right to present questions. LESTO AB has not approved any special authorisation form for either of the above mentioned General Meetings of Shareholders. 

10. The agendas of the General Meetings of Shareholders of AB Lietuvos Dujos and Energijos skirstymo operatorius AB may be supplemented on the initiative of shareholders of AB Lietuvos dujos whose shares held in AB Lietuvos dujos carry at least 1/20 of all votes at the General Meeting of Shareholders of AB Lietuvos dujos. The agenda of Energijos skirstymo operatorius AB may also be supplemented on the initiative of shareholders of LESTO AB, whose shares held LESTO AB carry at least 1/20 of all votes at the General Meeting of Shareholders of LESTO AB. The proposal to supplement the agenda of the respective General Meeting of Shareholders shall be accompanied by draft decisions or, where no decisions have to be taken, by explanations on each proposed agenda item of the Extraordinary General Meeting of Shareholders.  The agenda shall be supplemented if the proposal is received no later than 14 calendar days before the respective General Meeting of Shareholders. Shareholders whose shares held in AB Lietuvos dujos carry at least 1/20 of all votes at the General Meeting of Shareholders of AB Lietuvos dujos shall have the right to propose, at any time before the General Meetings of Shareholders of AB Lietuvos dujos and Energijos skirstymo operatorius AB or during the respective meetings, new draft decisions on issues that are included or will be included in the agendas of the General Meetings of Shareholders of AB Lietuvos dujos and Energijos skirstymo operatorius AB. Shareholders of LESTO AB whose shares held in LESTO AB carry at least 1/20 of all votes at the General Meeting of Shareholders of LESTO AB shall also have the right to propose new draft decisions on issues that are included or will be included in the agenda of the General Meeting of Shareholders of Energijos skirstymo operatorius AB. The proposals on supplementing the respective agenda or relevant draft decisions shall be submitted in writing to AB Lietuvos dujos, Aguon? str. 24, Vilnius, or by e-mail to ld@lietuvosdujos.lt (proposals on the supplementing of the agenda of the General Meeting of Shareholders of Energijos skirstymo operatorius AB or relevant draft decisions may also be submitted to LESTO AB, Aguon? str. 26, Vilnius, or by e-mail to info@lesto.lt). 

11. Shareholders of AB Lietuvos dujos shall have the right to present questions related to the agendas of the General Meetings of Shareholders of AB Lietuvos dujos and Energijos skirstymo operatorius AB to be held on 3 December 2015. Shareholders of LESTO AB shall have the right to present questions related to the agenda of the General Meeting of Shareholders of Energijos skirstymo operatorius AB. Questions may be presented by e-mail to info@lesto.lt or ld@lietuvosdujos.lt (questions concerning the General Meeting of AB Lietuvos dujos only to ld@lietuvosdujos.lt) or delivered to LESTO AB or public limited liability company Lietuvos dujos (questions concerning the General Meeting of AB Lietuvos dujos only to AB Lietuvos dujos) to Aguon? str. 24, Vilnius, no later than 3 working days before the General Meetings of Shareholders. 

12. Shareholders will be able to vote on the agenda items of the General Meetings of Shareholders of AB Lietuvos dujos and Energijos skirstymo operatorius AB in writing by filling in ballot papers. At the written request of a shareholder, AB Lietuvos dujos shall send, free of charge, a ballot paper to the shareholder by registered post or deliver it by hand against signature no later than 10 days before the General Meetings of Shareholders of AB Lietuvos dujos and Energijos skirstymo operatorius AB (LESTO AB may also be approached about a ballot paper for the General Meeting of Shareholders of Energijos skirstymo operatorius AB). A completed ballot paper shall be signed by the shareholder or a person authorised by the shareholder. Where a person authorized by the shareholder casts a vote, a document certifying the right to vote shall be attached to the completed ballot paper. Filled and signed general ballot paper and the document confirming the voting right can be sent to the Company by registered mail or delivered at Aguon? St. 24, Vilnius (general ballot paper of the general meeting of theEnergijos skirstymo operatorius AB can also be delivered to the address of LESTO AB, Aguon? str. 26), no later before the General Meeting. The Company retains the right not to recognize the advance vote of the shareholder or his/her authorized representative, if his/her submitted general ballot paper does not meet the requirements of Paragraphs 3 and 4 of Article 30 of the Law on Companies of the Republic of Lithuania, was received to late or is filled so that the true will of the shareholder on an individual matter cannot be determined. Electronic means of communication shall not be used for participation and voting at either of the above mentioned General Meetings of Shareholders.  

13. Shareholders can familiarise themselves with documents related to the agendas of the General Meetings of Shareholders of AB Lietuvos dujos and Energijos skirstymo operatorius AB, draft decisions on each of the agendas, documents to be submitted to each General Meeting of Shareholders and other information related to the implementation of the rights of shareholders specified in this notice on the website of AB Lietuvos dujos at http://www.lietuvosdujos.lt from the date of this notice (information and documents related to the General Meeting of Shareholders of Energijos skirstymo operatorius AB are also available on the website of LESTO AB at http://www.lesto.lt) as well as on the premises of AB Lietuvos dujos (Aguon str. 24, Vilnius) during working hours (7.3011.30 a.m. and 12.154.30 p.m.; 7.3011.30 a.m. and 12.153.15 p.m. on Fridays) and LESTO AB (Aguon str. 26, Vilnius) during working hours (7.3011.30 a.m. and 12.154.30 p.m.; 7.3011.30 a.m. and 12.153.15 p.m. on Fridays).