Lietuvos energijos gamyba, AB: Regarding the supplement of the agenda and proposed draft resolutions of Ordinary General Meeting of Shareholders of Lietuvos Energijos Gamyba, AB

Elektrenai, Lithuania, 2018-03-06 16:35 CET (GLOBE NEWSWIRE) --
Lietuvos Energijos Gamyba, AB, legal entity code 302648707, registered head
office address Elektrines Str. 21, Elektrenai (hereinafter referred to as the
Company). The total number of registered ordinary shares issued by the Company
is 635 083 615, ISIN code - LT0000128571. 

An Ordinary General Meeting of Shareholders of Lietuvos Energijos Gamyba, AB is
to be convened on 26 March 2018 by the initiative and resolution of the Board
of the Company. 

The Ordinary General Meeting of shareholders of the Company will take place at
Elektrines st. 21, Elektrenai, Republic of Lithuania. 

The meeting will start at 10.00 a.m. on 26 March 2018.

Start of registration of shareholders - at 9.30 a.m.

End of registration of shareholders - at 9.55 a.m.

19 March 2018 is the day of identification of shareholders for the purposes of
the Ordinary General Meeting of Shareholders of the Company. Only those persons
who are shareholders of the Company as of the end of the said identification
date are entitled to attend and vote at the Ordinary General Meeting of
Shareholders of the Company. 

The agenda and the proposed draft resolution of the Ordinary General Meeting of
Shareholders of the Company: 

1. Regarding the approval of the Annual Report of Lietuvos Energijos Gamyba, AB
for the year 2017. 

"Approve of the Annual Report of Lietuvos Energijos Gamyba, AB for the year
2017 (enclosed)." 

2. Regarding the approval of the audited Annual Financial Statements of
Lietuvos Energijos Gamyba, AB for the year 2017. 

"Approve the audited Annual Financial Statements of Lietuvos Energijos Gamyba,
AB for the year 2017 (enclosed)." 

3. Regarding the allocation of profit (loss) of Lietuvos Energijos Gamyba, AB
for the year 2017. 

"To allocate the profit (loss) of Lietuvos Energijos Gamyba, AB for the year
2017 (enclosed)." 

The Company informs, that on 6 March 2018 Lietuvos Energija, UAB, holding 96,75
percent of the shared capital of the Company has made a written suggestion on
supplement of the agenda of the Ordinary General Meeting of Shareholders of the
Company which is convened on 26 March 2018. 

In accordance to the abovementioned suggestion, the Board of the Company on 6
March 2018 has adopted the decision to supplement the agenda of the Ordinary
General Meeting of Shareholders of the Company as following: 

"4. Regarding increase of the share capital of Lietuvos Energijos Gamyba, AB,
as well as the revocation of the pre-emption right of the shareholders of
Lietuvos Energijos Gamyba, AB and grant of the right to acquire the newly
issued shares of Lietuvos Energijos Gamyba, AB. 

"4.1. To increase the share capital of Lietuvos Energijos Gamyba, AB, from 184
174 248,35 EUR (one hundred eighty four million one hundred seventy four
thousand two hundred forty eight euros and thirty five euro cents) to 187 920
762,41 EUR (one hundred eighty seven million nine hundred twenty thousand seven
hundred sixty two euros and forty one euro cents). The share capital of
Lietuvos Energijos Gamyba, AB is being increased by issuing new shares, which
are being paid up by the additional non-monetary contribution by the person
subscribing the shares; 

4.2. To establish that Lietuvos Energijos Gamyba, AB issues 12 919 014 (twelve
million nine hundred nineteen thousand and fourteen) new shares with the
nominal value of 0,29 EUR (twenty nine euro cents), their emission price being
0,624 EUR (six hundred twenty four thousandths of euro cent) (hereinafter
referred to as the "New shares"), while the price of all the New shares being 8
061 465 EUR (eight million sixty one thousand four hundred sixty five euros); 

4.3. In accordance with the Paragraph 1(16) of Article 20, Paragraph 5 of
Article 57 of Law on Companies of the Republic of Lithuania, to revoke the
pre-emption right to acquire New shares of Lietuvos Energijos Gamyba, AB for
all of the shareholders of Lietuvos Energijos Gamyba, AB; 

4.4. To establish that the right to acquire (subscribe) all the New shares is
being granted to Lietuvos Energija, UAB, with the nominal value of each share
being 0,29 EUR (twenty nine euro cents) and emission price being 0,624 EUR (six
hundred twenty four thousandths of euro cent), paying up the New shares by the
non-monetary contribution, the value of which, as established by the
independent property assessor NILL NILL, UAB, on the 27th of February, 2018,
amounting to 8 061 465 EUR (eight million sixty one thousand four hundred sixty
five euros), following the procedure and terms set forth in the Share
Subscription Agreement. The New shares will not be offered or distributed
publicly; 

4.5. To establish that the pre-emption right of the shareholders of Lietuvos
Energijos Gamyba, AB to acquire the New shares is being revoked in reliance
with the share capital increase of Lietuvos Energijos Gamyba, AB to be
executed, as set forth above, by contributing the non-monetary contribution,
instead of paying up the New shares by monetary contribution; 

4.6. To approve the essential conditions of the Share Subscription Agreement
between Lietuvos Energijos Gamyba", AB and Lietuvos Energija, UAB (enclosed in
Lithuanian); 

4.7. To authorize General Manager of Lietuvos Energijos Gamyba, AB to sign the
Share Subscription Agreement, as set forth in Paragraph 4.6 of this decision,
on behalf of Lietuvos Energijos Gamyba, AB, while considering the Share
Subscription Agreement the Acceptance-Transfer Act of the non-monetary
contribution of Lietuvos Energija, UAB, as well as granting the right to amend
the non-essential conditions of the Share Subscription Agreement thereof." 

5. Regarding the approval of the new version of the Articles of Association of
Lietuvos Energijos Gamyba, AB. 

"5.1. Approve a new version of the Articles of Association of Lietuvos
Energijos Gamyba, AB (enclosed). 

5.2. Authorize the General Director of Lietuvos Energijos Gamyba, AB to sign
the amended Articles of Association of Lietuvos Energijos Gamyba, AB and
personally or through his authorized persons carry out all actions to implement
this decision." 

6. Regarding recall of the Supervisory Board of Lietuvos Energijos Gamyba, AB.

6.1. To recall in corpore the Supervisory Board of Lietuvos Energijos Gamyba,
AB. 

7. Election of the members of the Supervisory board of Lietuvos Energijos
Gamyba, AB. 

7.1. To elect for a period of 4 (four) years the persons named below as members
of the Supervisory board of Lietuvos Energijos Gamyba, AB: 

7.1.1. Mr. Dominykas Tuckus (personal code and place of residence must not be
published); 

7.1.2. Mrs. Živile Skibarkiene (personal code and place of residence must not
be published); 

7.1.3. Mr. Rimgaudas Kalvaitis (independent member) (personal code and place of
residence must not be published). 

7.2. To establish that members of the Supervisory board of Lietuvos Energijos
Gamyba, AB shall start their activities upon the end of the General Meeting of
Shareholders that elected them. 

8. Regarding the approval of terms and conditions of contracts with members of
the Supervisory board of Lietuvos Energijos Gamyba, AB. 

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

8.2. To approve the terms and conditions of the contract regarding the
activities of the member of Supervisory Board (enclosed in Lithuanian). 

8.3. To approve the terms and conditions of the contract regarding the
activities of the independent member of Supervisory Board (enclosed in
Lithuanian). 

8.4. To define an hourly pay (before taxes) in the amount of 43,44 EUR
(forty-three euros and forty four cents) for an independent member of the
Supervisory Board for the actual activity as an independent member of the
Supervisory Board. 

8.5. To establish that the hourly pay for an independent member of the
Supervisory Board of the Company is limited to a maximum amount of 1013,67 EUR
(one thousand and thirteen euros and sixty seven cents) (before taxes). 

8.6. To authorize Chief Executive Officer of the Lietuvos Energijos Gamyba, AB
(with the right to re-authorize) to sign the contracts on security of
confidential information and regarding activities of newly appointed Members of
the Supervisory Board." 

All statutory information related to the convened Ordinary General Meeting of
Shareholders and annexes to issues on the agenda of such meeting shall be
announced on the website of the Company (http://www.gamyba.le.lt) and in the
home page of NASDAQ Vilnius following the procedure established by the law. 

A shareholder or his authorised representative shall have the right to vote in
writing in advance (by filling the general ballot papers). If the shareholder
entitled to vote or his duly authorised representative requires so in writing,
the Company shall prepare the general ballot papers and send them by registered
mail or deliver to the shareholder against signed acknowledgement of receipt at
least 10 days prior to the Ordinary General Meeting of Shareholders. The
general ballot papers shall also be provided on the website of the Company
(http://www.gamyba.le.lt), in section For Investors. The filled in and signed
general ballot papers supported by the document certifying the voting right may
be sent to the Company by registered mail or delivered to Elektrines st. 21,
Elektrenai, or A. Žveju st. 14, Vilnius, no later before the General Meeting of
Shareholders. 

The Company shall reserve the right not to include the advance vote of a
shareholder or his authorised representative, if the submitted general ballot
papers do not conform to the provisions of Article 30(3) and (4) of the Law on
Companies of the Republic of Lithuania or they are received after the end of
deadline or filled in such manner that it is impossible to establish the true
will of the shareholder regarding the individual issue. 

Persons shall have the right to vote under the authorisation in Ordinary
General Meeting of Shareholders. An authorisation shall state in a written
document that one person (the principal) grants to another person (the
authorised representative) the right to represent the principal in establishing
and maintaining relation with the third party. An authorisation to perform
actions on behalf of a natural person that pertain to legal entities must be
notarised, except in cases provided by the law and authorising the granting an
authorisation in any other form. Authorised representatives must hold a
personal identity document and an authorisation certified as provided by the
law, which must be submitted by the closure of the registration of shareholders
for Ordinary General Meeting of Shareholders. The authorised representative
shall enjoy the same rights in convened general meeting of shareholders as his
represented shareholder would. 

Shareholders entitled to attend Ordinary General Meeting of Shareholders shall
have the right to authorise a natural person or a legal entity using electronic
means of communication to attend and vote on his behalf at an Ordinary General
Meeting of Shareholders. Such authorisation does not need to be notarised. The
Company shall acknowledge authorisation granted by electronic means of
communication only if the shareholder signs it by electronic signature
generated by safe generation software and certified by a qualified certificate
applicable in the Republic of Lithuania, i.e. if the security of the conveyed
information is ensured and the identity of the shareholder can be established.
The shareholder must notify the Company in writing about granted authorisation
by electronic means of communication by sending an authorisation by e-mail to
[e-mail] by the closing (15.15 p.m.) of the working day of 23 March 2018. 

Electronic means of communication shall not be used for the participation and
voting at Ordinary General Meeting of Shareholders. 

         Valentas Neviera, Head of Communication Division, tel. [phone],
e-mail. [e-mail]

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