Resolutions of the Extraordinary General Meeting of Shareholders of AB Kauno Energija

    Resolutions of the Extraordinary General Meeting of Shareholders of AB Kauno Energija 

The extraordinary General Meeting of Shareholders of AB Kauno energija has been held on November 25, 2021. Four shareholders owning 42 089 511 ordinary registered shares of the Company that amounts to 98.34 % of all votes, took part in it. The following resolutions were made at the General Meeting of Shareholders:

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.  Without convening a general meeting of shareholders in the case provided for in Article 70(2) of the Law, the decision on the reorganisation by way of merger, which will approve the terms and conditions of the reorganisation and amend the Articles of Association of AB Kauno energija, which will continue after the reorganisation, shall be taken by the Management Board of the AB Kauno energija, which will continue to operate after the reorganisation, upon the expiration of the period referred to in paragraph 2(3) of the present Article.

The draft terms and conditions of the reorganisation of the limited liability company Kauno energija and the limited liability company Petrašiūnų katilinė will be available for access in the manner and within the time limits established by the Law of the Republic of Lithuania on Companies on the websites www.kaunoenergija.lt, www.kaunoenergija.lt/ab-petrasiunu-katiline, and www.nasdaq.lt, and at the registered offices of the companies: registered office of the limited liability company Kauno energija at Raudondvario pl. 84, Kaunas, and at the registered office of the limited liability company Petrašiūnų katilinė at R. Kalantos g. 49, Kaunas.

Loreta Miliauskienė, Head of Economic Department, tel. [phone]