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Regarding the Extraordinary General Meeting of Shareholders of Energijos Skirstymo Operatorius AB.

2019 February 01

An Extraordinary General Meeting of Shareholders of ESO is to be convened on the initiative and by the decision of the Board of the Company on 31 January 2019. 

The date, time and place of the Extraordinary General Meeting of Shareholders: The Extraordinary General Meeting of Shareholders of ESO will be held on 22 February 2019, at 10.00 a.m., on the premises of ESO (Aguonų str. 24, second floor, 207 hall, Vilnius). 

The shareholder registration will start at 9.25 a.m. and will end at 9.55 a.m. 

The record date of the Extraordinary General Meeting is 15 February 2019. Only persons who are shareholders of ESO at the end of the record date of the General Meeting of Shareholders of the Company shall have the right to attend and vote at the Extraordinary General Meeting of Shareholders of ESO.  

The following agenda of the Extraordinary General Meeting of Shareholders of ESO was approved by the decision of the Board of the Company on 31 January 2019 and the following draft decisions proposed: 

1. Regarding the terms and conditions of activities of the independent member of the Supervisory board of Energijos Skirstymo Operatorius AB.

The proposed draft decision of the Extraordinary General Meeting of Shareholders of the Company on the abovementioned agenda item:

“1.1. To define an hourly pay rate (before taxes) in the amount of EUR 54,43 (fifty-four euros and forty three cents) for an independent member of the Supervisory Board for the actual activity as an independent member of the Supervisory Board.

1.2. To establish that the hourly pay rate for an independent member of the Supervisory Board of the Company is limited to a maximum amount of EUR 1300 (one thousand and three hundreds euros, before taxes).

1.3. To authorize Chief Executive Officer of Energijos Skirstymo Operatorius AB (with the right to re-authorize) to sign the amendment of contractregarding activities of independent member of the Supervisory Board.“ 

2. Regarding the election of the audit company for the audit of financial reports of Energijos skirstymo operatorius  AB and set of terms of remuneration for audit services.

The proposed draft decision of the Extraordinary General Meeting of Shareholders of the Company on the abovementioned agenda item:

“To elect "ERNST & YOUNG BALTIC" UAB as the audit company for the audit of Energijos skirstymo operatorius AB for the years 2019-2021 and to pay for audit services no more than 246 350,00 EUR (VAT not included) for the years 2019-2021.” 

Shareholders participating in the General Meeting of Shareholders of ESO 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 authorize, 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 authorization 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 ESO shall also have the right to authorize, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the General Meeting of Shareholders. An authorization issued by electronic means of communication shall be recognized 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 authorization 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 21 February 2019 (16:30 p.m.). The authorized person shall have an identity document and shall enjoy the same rights at the General Meeting as the shareholder represented by him would enjoy (unless the issued authorization or laws provide for narrower rights of the authorized person). The shareholder’s right to participate in the General Meeting of Shareholders shall also include the right to ask. ESO has not approved any special authorization form of the abovementioned General Meeting of Shareholders.

The agenda of the General Meeting of Shareholders of ESO 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 ESO. The proposal to supplement the agenda of the respective 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 Extraordinary 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 ESO 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 ESO, new draft decisions on issues that are included or will be included in the agendas of the General Meeting of Shareholders of ESO. Proposals on the supplementation of the respective agenda or relevant draft decisions shall be submitted in writing to ESO, Aguonų str. 24, Vilnius, or by e-mail to info@eso.lt.

Shareholders of ESO 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 ESO 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 General Meeting of Shareholders of ESO in writing by filling in ballot papers. At the request of a shareholder, ESO 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 ESO. A completed ballot paper shall be signed by the shareholder or a person authorized by the shareholder. Where a person authorized 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 authorized 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 familiarize themselves with documents related to the agenda of the General Meeting of Shareholders of ESO, draft decisions on the agenda, documents to be submitted to General Meeting of Shareholders and other information related to the implementation of the rights of shareholders specified in this notice on the website of ESO at www.eso.lt from the date of this notice as well as on the premises of ESO (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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