Convocation of the Extraordinary General Meeting of shareholders of AB Kauno energija
October 29 2021 - 10:01AM
Convocation of the Extraordinary General Meeting of shareholders of
AB Kauno energija
By decision No 2021-19-2 of the Board of
Directors of AB Kauno energija (hereinafter the “Company”) of 28
October 2021 “On the initiation of the reorganisation of AB Kauno
energija and AB Petrašiūnų katilinė by way of merger, convocation
of the extraordinary general meeting of shareholders, announcement
of the agenda of the meeting and draft decisions on the agenda”,
the Board of Directors of AB Kauno energija (hereinafter the
“Company”) on 25 November 2021 convenes the extraordinary general
meeting of shareholders of the Company, reg. No 235014830,
registered office address Raudondvario pl. 84, Kaunas.Date of the
meeting – Thursday, 25 November 2021. The meeting will start at
10:00, venue – the meeting room of the Company's administration,
room 211, Raudondvario pl. 84, Kaunas, and the shareholder
registration starts at 9:30.
Agenda and draft resolutions of the
extraordinary general meeting of shareholders:
- On approval of the participation of public limited liability
company Kauno energija in the reorganisation by merger of public
limited liability company Petrašiūnų katilinė with public limited
liability company Kauno energija.
Draft resolutions:1. To approve the
participation of public limited liability company Kauno energija in
the reorganisation by way of merger with public limited liability
company Kauno energija (reg. No 235014830), which will continue its
activities after the reorganisation, with public limited liability
company Petrašiūnų katilinė (reg. No 304217723), which after the
reorganisation will cease its activities as a legal entity, to
instruct the management board of public limited liability company
Kauno energija to draw up and publish the terms and conditions of
the reorganisation in accordance with the procedure established by
the legislation, and to carry out other actions necessary for the
implementation of this decision, without preparation of any interim
sets of financial statements.2. Whereas public limited
liability company Kauno energija is the sole shareholder of public
limited liability company Petrašiūnų katilinė, the reorganisation
by merger of public limited liability company Kauno energija and
public limited liability company Petrašiūnų katilinė shall be
carried out in accordance with the procedure set out in Article 70
of the Law on Companies of the Republic of Lithuania (hereinafter
the “Law”), i.e., without carrying out an assessment of conditions
of reorganisation by way of merger and without preparing an
assessment of conditions of reorganisation by way of merger and a
written report.3. In the case provided for in Article 70(2)
of the Law, without convening a general meeting of shareholders,
the decision on reorganisation by merger, which would approve the
terms of reorganisation and amend the Articles of Association of AB
Kauno energija, which will continue to operate after the
reorganisation, shall be adopted by the management board of AB
Kauno energija, which will continue after the reorganisation, upon
expiration of the period referred to in paragraph 2(3) of the said
article.
The Company shall not make it possible to
participate and vote in the meeting by electronic means.The record
date of the extraordinary general meeting of shareholders to be
convened shall be 18 November 2021. The persons entitled to attend
and vote at the extraordinary general meeting of shareholders to be
convened shall be those who are the shareholders of the company at
the end of 18 November 2021.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 these shares carry the right to vote of the shareholders
holding them.A person attending the extraordinary general meeting
of shareholders shall be required to furnish proof of identity. A
person who is not a shareholder shall, in addition to this
document, furnish a document confirming the right to vote at the
extraordinary general meeting of shareholders. A proxy shall have
the same rights at an extraordinary general meeting of shareholders
as a shareholder represented by him. A shareholder's right to
attend an extraordinary general meeting of shareholders shall also
include the right to ask questions.Please be informed that
shareholders entitled to participate at the extraordinary general
meeting of shareholders have the right to authorise in writing a
natural or legal person to participate and vote on their behalf at
the extraordinary general meeting of shareholders by electronic
means. The shareholder must notify of the power of attorney in
writing by sending the power of attorney by email to
info@kaunoenergija.lt no later than by the end of work on 24
November 2021 (4:30).Please be informed that the voting on the
agenda item of the extraordinary general meeting of shareholders
will be possible in writing by filling in the general voting
ballot. Where the completed general ballot paper is signed by a
person who is not a shareholder, the completed general ballot paper
must be accompanied by a document certifying the right to vote.
Please submit the duly completed general voting ballot by post or
deliver it to the Company at Raudondvario pl. 84, Kaunas, by 9:30
on 25 November 2021. The Company reserves the right not to count a
shareholder's early voting if the general ballot paper does not
comply with the requirements of Article 30(3) and (4) of the Law on
Companies of the Republic of Lithuania, or if the general ballot
paper is filled in such a way that it is not possible to ascertain
the shareholder's true will on a particular issue.The agenda of an
extraordinary general meeting of shareholders may be supplemented
at the initiative of the shareholders holding at least 1/20 of the
total votes. Shareholders may submit proposals to supplement the
agenda of the extraordinary general meeting of shareholders by mail
or deliver them to the Company at Raudondvario pl. 84, Kaunas, no
later than by 11 November 2021.Please be informed that the proposal
to supplement the agenda of the extraordinary general meeting of
shareholders must be accompanied by draft proposed resolutions or,
where no resolutions are required to be adopted, by explanations
for each proposed item of the agenda of the extraordinary general
meeting of shareholders.Please note that the shareholders holding
shares carrying at least 1/20 of the total votes are entitled to
propose new draft resolutions in writing on the items on the agenda
of the meeting at any time before or during the extraordinary
general meeting of shareholders.Shareholders shall have the right
to submit to the Company questions relating to the agenda of the
extraordinary general meeting of shareholders to be held on 25
November 2021. Questions may be submitted by email to
info@kaunoenergija.lt or delivered to the Company at Raudondvario
pl. 84, Kaunas, no later than by the end of business hours (16:30)
on 18 November 2021.As of 3 November 2021, shareholders, upon
arrival at the Company's registered office at Raudondvario pl. 84,
Kaunas, or on the Company's website at www.kaunoenergija.lt, may
access the Company's documents related to the agenda of the meeting
of shareholders, draft resolutions of the meeting and information
related to the exercise of the shareholders' rights.Whereas
the territory of the Republic of Lithuania is under a state
emergency situation declared by the Government due to the threat of
the spread of coronavirus (COVID-19), we encourage the Company's
shareholders to give priority to accessing the information about
the extraordinary general meeting of shareholders to be held on the
Company's website
www.kaunoenergija.lt/investuotojams/esminiai-ivykiai, and to
submitting any proposals for additions to the agenda of the meeting
by mail, as well as to giving priority to voting in written form by
completing the general voting ballot.
Loreta Miliauskienė, Head of the Economics Department, tel. +370
37 305 855
- VOTING BIULLETIN 25.11.2021
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