Convocation of General Meeting of Shareholders of AB Kauno Energija, agenda and the resolution projects
April 05 2023 - 9:00AM
Convocation of General Meeting of Shareholders of AB Kauno
Energija, agenda and the resolution projects
General Meeting of Shareholders of AB Kauno
Energija (code of enterprise 235014830, address Raudondvario av.
84, Kaunas) (hereinafter – the Company) is convoked on April 27,
2023 by the decision of Company’s Management Board “Regarding
publication of the Audited Financial Statements of AB Kauno
Energija of the year 2022, profit (loss) allocation project,
convocation of the General Meeting of Shareholders, its’ agenda and
resolution projects on the agenda issues” No 2023-7-1 of April 4,
2023.
The date of General Meeting is April 27, 2023,
Thursday. Beginning of the Meeting – 10 a.m. Place – Company’s hall
at Raudondvario av. 84, Kaunas, Lithuania. Registration of
shareholders starts at 9.30 a.m.
The agenda and the resolutions projects for the
General Meeting of Shareholders:
1. Approval of Consolidated and Company’s
Financial Statements of the year 2022, prepared according to the
International Financial Reporting Standards accredited to use in
European Union, presented together with Consolidated AB Kauno
Energija Annual Report of the year 2022 and Conclusion of
independent auditor.
The resolution project is to
approve the audited AB Kauno Energija Consolidated and Company’s
Financial Statements of the year 2022, prepared according to the
International Financial Reporting Standards accredited to use in
European Union, presented together with Consolidated AB Kauno
Energija Annual Report and Conclusion of independent auditor
(included).
2. Allocation of AB Kauno Energija profit (loss)
of the year 2022.
The resolution project is to
allocate AB Kauno Energija profit (loss) of the year 2022 in
accordance to the profit (loss) allocation project provided to the
General Meeting of Shareholders (included).
3. Approval of the Remuneration Policy of AB
Kauno Energija.
The resolution project is to
approve the Remuneration Policy of AB Kauno Energija
(included).
4. Amendment of the Articles of Association by
reducing the number of members of the Supervisory Board to 3. The
Extraordinary General Meeting of Shareholders held on 2023-01-10
(Minutes No. 2023/1) authorised the Managing Director of Kauno
energija Open Limited Liability Company to prepare a draft
amendment to the Articles of Association of Kauno energija Open
Limited Liability Company regarding the reduction of the number of
members of the Company's Supervisory Board down to 3 and to submit
it to the Company's Ordinary General Shareholders' Meeting in 2023
for approval.
The resolution project is
to amend the Articles of Association of the Company to reduce the
number of members of the Supervisory Board to three members. To
authorise the Head of the Company to sign the amended Articles of
Association of the Company and all other documents necessary for
the implementation of the amendment (included).
The Company shall not make it possible to
participate and vote in the meeting by electronic means.The record
date of the general meeting of shareholders to be convened shall be
20 April 2023. The persons entitled to attend and vote at the
general meeting of shareholders to be convened shall be those who
are the shareholders of the company at the end of 20 April 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 these shares carry the right
to vote of the shareholders holding them.A person attending the
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 general meeting of shareholders. A proxy shall have the same
rights at an general meeting of shareholders as a shareholder
represented by him. A shareholder's right to attend an general
meeting of shareholders shall also include the right to ask
questions.Please be informed that shareholders entitled to
participate at the 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 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
d.guzeviciene@kaunoenergija.lt no later than by the end of work on
26 April 2023 (16:30).Please be informed that the voting on the
agenda item of the 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 27 April 2023.
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
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 general meeting of shareholders by mail or deliver them to
the Company at Raudondvario pl. 84, Kaunas, no later than by 13
April 2023.Please be informed that the proposal to supplement the
agenda of the 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 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 general meeting of shareholders.Shareholders shall have the
right to submit to the Company questions relating to the agenda of
the general meeting of shareholders to be held on 27 April 2023.
Questions may be submitted by email to
d.guzeviciene@kaunoenergija.lt or delivered to the Company at
Raudondvario pl. 84, Kaunas, no later than by the end of business
hours (16:30) on 20 April 2023.The shareholders can get acquainted
with Company’s documents related to the agenda of the General
Meeting of Shareholders, with resolutions projects of the meeting
and with the information related actualization of shareholders’
rights starting from April 6, 2023 by coming to the Company’s
office at Raudondvario av. 84, Kaunas, or on the Company’s website
at http://www.kaunoenergija.lt.
Shareholders, 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.
Loreta Miliauskienė, Head of Economic
Department, tel. +370 37 305 855
- abkaunoenergija-2022-12-31-en
- Independent auditor's report
- Allocation of profit
- Remuneration policy
- Statutes
- VOTING BULLETIN
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