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Information about Shares and Shareholders

Regarding the Extraordinary General Meeting of Shareholders

Energijos Skirstymo Operatorius AB (hereinafter – the Company), identification code 304151376, registered office placed at Aguonu str. 24, Vilnius, Republic of Lithuania. The total number of registered ordinary shares issued by company is 894 630 333; ISIN code LT0000130023.

On September 6, 2017 Energijos skirstymo operatorius AB received a request from the Company’s shareholder - „Lietuvos energija“, UAB, holding 94,98 percent of votes in the Company‘s General Shareholders Meeting – to convene the Extraordinary General Meeting of Shareholders of Energijos skirstymo operatorius AB. “Lietuvos energija”, UAB states that the purpose of the Extraordinary General Meeting of Shareholders of Energijos skirstymo operatorius AB is to pay dividends for the period shorter than the usual financial year.

An Extraordinary General Meeting of Shareholders of Energijos skirstymo operatorius AB is to be convened on the initiative of “Lietuvos energija”, UAB, and by the decision of the Board of Energijos skirstymo operatorius AB on 6 September 2017.

The date, time and place of the Extraordinary General Meeting of Shareholders: The Extraordinary General Meeting of Shareholders of Energijos skirstymo operatorius AB will be held on 29 September 2017, at 13.00 p.m., on the premises of Energijos skirstymo operatorius AB (Aguonų str. 24, second floor, 207 hall, Vilnius).

The shareholder registration will start at 12.30 p.m. and will end at 12.55 p.m. 

The record date of these Extraordinary General Meeting is 22 September 2017. Only persons who are shareholders of Energijos skirstymo operatorius AB at the end of the record date of the General Meeting of Shareholders of Company shall have the right to attend and vote at the General Meeting of Shareholders of Energijos skirstymo operatorius AB.   

The agenda was approved by the decision of the Board of Company on 6 September 2017 and the following draft decisions is proposed for the Extraordinary General Meeting of Shareholders of Energijos skirstymo operatorius AB:

1. Regarding the response of the Supervisory board of Energijos skirstymo operatorius AB concerning the set of interim Financial Statements of Energijos skirstymo operatorius AB, interim Report and the draft decision to pay dividends to the shareholders of Energijos skirstymo operatorius AB for the period shorter than the financial year.

[Presented for Energijos skirstymo operatorius AB shareholders information].

2. Regarding the consideration of interim Report of Energijos skirstymo operatorius AB for the period of six months of 2017.

Approve the interim Report of Energijos skirstymo operatorius AB for the period of six months of 2017 (enclosed).”

Interim Report of Energijos Skirstymo Operatorius AB for the period of six months of 2017

3Regarding the approval of the set of interim Financial Statements of the Energijos skirstymo operatorius AB for the period of six months of 2017.

 Approve the set of interim Financial Statements of the Energijos skirstymo operatorius AB for the period of six months of 2017, audited by “PricewaterhouseCoopers” UAB, the Company‘s auditor (enclosed).”

Interim Report of Energijos Skirstymo Operatorius AB for the period of six months of 2017

4Regarding the allocation of dividends for shareholders of Energijos skirstymo operatorius AB for the period shorter than financial year.

In accordance with Article 601 Item 5 of the Company Law of the Republic of Lithuania, approve the allocation of dividends in the amount of 0,046 EUR per Energijos skirstymo operatorius AB share for shareholders of Energijos skirstymo operatorius AB for the period shorter than financial year as of the end of 30 June 2017“.

The right to receive dividends will only apply to those, who are shareholders of Energijos skirstymo operatorius AB on 13 October 2017.

Shareholders participating in the Extraordinary General Meeting of Shareholders of the Company shall produce an identity document. Shareholders shall be granted pecuniary and non-pecuniary rights provided for by laws and other legal acts of the Republic of Lithuania. Shareholders entitled to participate in the aforementioned shareholder meeting shall have the right to authorise, in writing, a natural or legal person to participate and vote on their behalf at the General Meetings of Shareholders indicated in this notice. Such a written authorisation shall be approved in accordance with the procedure laid down in legal acts and shall be delivered to Aguonų str. 24, Vilnius no later than by the end of shareholder registration for a relevant General Meeting. Shareholders entitled to participate in the General Meeting of Shareholders of the Company shall also have the right to authorise, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the General Meeting of Shareholders. An authorisation issued by electronic means of communication shall be recognised as valid provided that the security of the information transferred is ensured and it is possible to identify the shareholder. Shareholders shall report the issuance of an authorisation by electronic means of communication by sending it by e-mail to info@eso.lt not later than by the end of the working day on 28 September 2017 (16:30 p.m.). The authorised person shall have an identity document and shall enjoy the same rights at the Extraordinaty General Meeting as the shareholder represented by him would enjoy (unless the issued authorisation or laws provide for narrower rights of the authorised person). The shareholder’s right to participate in the Extraordinary General Meeting of Shareholders shall also include the right to ask. The Company has not approved any special authorisation form of the abovementioned General Meeting of Shareholders.

The agenda of the Extraordinary General Meeting of Shareholders of the Company may be supplemented on the initiative of shareholders of company whose shares held in company carry at least 1/20 of all votes at the General Meeting of Shareholders of the Company. The proposal to supplement the agenda of the respective Extraordinary General Meeting of Shareholders shall be accompanied by draft decisions or, where no decisions have to be taken, by explanations on each proposed agenda item of the Ordinary General Meeting of Shareholders. The agenda shall be supplemented if the proposal is received no later than 14 before the respective General Meeting of Shareholders. Shareholders whose shares held in the Company carry at least 1/20 of all votes at the General Meeting of Shareholders of company shall have the right to propose, at any time before the General Meeting of Shareholders of the Company, new draft decisions on issues that are included or will be included in the agendas of the Extraordinary General Meeting of Shareholders of the Company. Proposals on the supplementation of the respective agenda or relevant draft decisions shall be submitted in writing to the Company, Aguonų str. 24, Vilnius, or by e-mail to info@eso.lt.

Shareholders of the Company shall have the right to present questions related to the agenda of the General Meeting of Shareholders of company. Questions may be presented by e-mail to info@eso.lt or delivered to the Company to Aguonų str. 24, Vilnius, no later than 3 working days before the General Meeting of Shareholders.

Shareholders will be able to vote on the agenda items of the Extraordinary General Meeting of Shareholders of the Company in writing by filling in ballot papers. At the request of a shareholder, the Company shall send, free of charge, a ballot paper to the shareholder by registered post or deliver it by hand against signature no later than 10 days before the General Meeting of Shareholders of the Company. A completed ballot paper shall be signed by the shareholder or a person authorised by the shareholder. Where a person authorised by the shareholder casts a vote, a document certifying the right to vote shall be attached to the completed ballot paper. Filled and signed general ballot paper and the document confirming the voting right can be sent to the company by registered mail or delivered at Aguonų str. 24, Vilnius, no later before the General Meeting of Shareholders. The company retains the right not to recognize the advance vote of the shareholder or his/her authorised representative, if his/her submitted general ballot paper does not meet the requirements of Paragraphs 3 and 4 of Article 30 of the Law on Companies of the Republic of Lithuania, was received to late or is filled so that the true will of the shareholder on an individual matter cannot be determined. Electronic means of communication shall not be used for participation and voting at either of the abovementioned General Meeting of Shareholders.

Shareholders can familiarise themselves with documents related to the agenda of the Extraordinary General Meeting of Shareholders of the Company, draft decisions on the agenda, documents to be submitted to Extraordinary General Meeting of Shareholders and other information related to the implementation of the rights of shareholders specified in this notice on the website of the Company at http://www.eso.lt from the date of this notice as well as on the premises of the Company (Aguonų str. 24, Vilnius) during working hours (7.30–11.30 a.m. and 12.15–4.30 p.m.; 7.30–11.30 a.m. and 12.15–3.15 p.m. on Fridays).

Information about the above resolutions shall be provided on the website of Energijos Skirstymo Operatorius AB at http://www.eso.lt from the date of this notice as well as on the premises of Energijos Skirstymo Operatorius AB (Aguonų str. 24, Vilnius) during working hours (7.30–11.30 a.m. and 12.15–4.30 p.m.; 7.30–11.30 a.m. and 12.15–3.15 p.m. on Fridays).

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