Convening the Extraordinary General Meeting of Shareholders of “Kauno Energija” AB
July 19 2023 - 9:00AM
Convening the Extraordinary General Meeting of Shareholders of
“Kauno Energija” AB
AB “Kauno Energija” (hereinafter the Company) in accordance with
Article 20, Article 23 of the Law of the Republic of Lithuania
on Companies and the application of Kaunas City Municipality No.
(33.200 Mr) R-1887 of 13 July 2023, “On the convening of the
Extraordinary General Meeting of Shareholders of AB “Kauno
Energija”, convenes the extraordinary general meeting of
shareholders of meeting of the Company, company code 235014830,
registered office address Raudondvario pl. 84, Kaunas. Date of the
meeting: Thursday, 10 August 2023. Start of the meeting: 10:00,
place Company's meeting room, Raudondvario pl. 84, Kaunas, the
shareholders' registration starts at 9:30. Agenda of the
Extraordinary General Meeting of Shareholders and draft
decisions:
1. On reducing the number of the members of the Board of the
Company “Kauno Energija”.Draft resolution - Taking into
account that Article 33 of the Law on Companies of the Republic of
Lithuania stipulates that the number of the members of the Board
shall not be less than 3, to reduce the number of the members of
the Board of the Company “Kauno Energija” to 3 members from 5.
2. On changes in Statutes and granting the powers to the Chief
Executive Officer of the Company “Kauno Energija”.Draft resolution
– To amend the Statutes of the Company to reduce the number of
members of the Board to three members. To authorise the Chief
Executive Officer of the Company (with the right for delegation of
power) to sign the amended Statutes of the Company and all other
documents necessary for the implementation of the amendment.
The Company does not provide the possibility to attend and vote
at the meeting by electronic means. The recorded date for the
Extraordinary General Meeting shall be 3 August 2023. The persons
entitled to attend and vote at the Extraordinary General Meeting
shall be the persons who are shareholders of the Company at the end
of the workday on 3 August 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 the shares entitle their holders to exercise a voting
right. A person attending the Extraordinary General Meeting of
Shareholders must produce a proof of identity. A person who is not
a shareholder of the Company, in addition shall furnish the
document entitling to vote at the Extraordinary Meeting of
Shareholders. The authorised person shall have the same rights at
an Extraordinary General Meeting as the principal shareholder. A
shareholder's right to attend an Extraordinary General Meeting
shall also include the right to ask questions. Shareholders
entitled to attend an Extraordinary General Meeting of Shareholders
may authorise in writing by electronic communication means a
natural person or legal entity to attend and vote on their behalf
at an Ordinary General Meeting of Shareholders. A shareholder must
notify about the issue of the power of attorney in writing by
emailing the power of attorney to d.guzeviciene@kaunoenergija.lt no
later than by the end of a business day on 9 August 2023 (4:30 PM).
Please note that voting on the issues on the agenda of the
Extraordinary General Meeting of Shareholders shall be in the form
of a general ballot. If the completed general ballot paper is
signed by the person who is not a shareholder, the completed
general ballot must be accompanied by a document evidencing the
voting right. Properly completed general voting ballot papers must
be delivered by post or brought to the Company at Raudondvario pl.
84, Kaunas, before 9:30 AM on 10 August 2023. The Company
reserves the right to exclude a shareholder's early vote when
calculating votes, if the general ballot paper does not comply with
the requirements set forth in Article 30(3) and (4) of the Law on
Companies of the Republic of Lithuania, or if the completed general
ballot paper makes it impossible to verify the shareholder's actual
intentions in respect of a particular issue. The agenda of an
Extraordinary General Meeting of Shareholders may be amended at the
discretion of the shareholders whose shares carry at least 1/20 of
the total number of votes. Proposals to the agenda of the
Extraordinary General Meeting of Shareholders may be submitted by
mail or delivered to the Company's representative office at
Raudondvario pl. 84, Kaunas, no later than before 27 July 2023.
Please note that a proposal to supplement the agenda of an
Extraordinary General Meeting of Shareholders must be accompanied
by a draft decision or, where no decision is required, by the
explanations on each proposed issue of the agenda of the
Extraordinary General Meeting of Shareholders. Shareholders holding
at least 1/20 of the total number votes are entitled to propose new
draft resolutions in writing on the issues on the agenda of the
meeting at any time before or during an Extraordinary General
Meeting of Shareholders. Shareholders shall have the right to ask
the questions concerning the agenda of the Extraordinary General
Meeting of Shareholders. Questions should be emailed to
d.guzeviciene@kaunoenergija.lt or delivered to the Company’ address
at Raudondvario pl. 84, Kaunas.As of 20 June 2023, the shareholders
who come to the Company's registered office at Raudondvario pl. 84,
Kaunas, or visit the Company's website www.kaunoenergija.lt, may
get acquainted with the Company's documents related to the agenda
of the Shareholders' Meeting, the draft resolutions of the Meeting
and the information related to exercising of a shareholder’s
rights. Shareholders of the Company are invited to give priority to
accessing the information provided by the Company on the website
www.kaunoenergija.lt/bendroves-veikla/ in the section "Information
for Investors / Material Events", and to submit their proposals for
amending the agenda of the Extraordinary General Shareholders'
Meeting by post (or by e-mail).
Agnė Šermukšnienė, Economist of the Economic Department, tel.
+370 37 305 602
- Statutes project
- Voting bulletin_EN
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