Resolutions adopted by the Extraordinary General Meeting of Shareholders of AB Lietuvos DujosVilnius, Lithuania, 2013-06-11 14:50 CEST --
The Extraordinary General Meeting of Shareholders of AB Lietuvos Dujos of 11 June 2013 adopted the following resolutions:
1.1. Approval of the spin-off and of the Terms and Conditions of the Spin-Off of AB Lietuvos Dujos.
Resolution:
To approve the Terms and Conditions of the Spin-Off of AB Lietuvos Dujos (attached) and, in accordance with the terms and conditions thereof, to unbundle the spin-off part (the activity of natural gas transmission of AB Lietuvos Dujos) from AB Lietuvos Dujos which continues its activities after the spin-off and, on the basis of the assets, rights and obligations assigned to this part, to establish a new company AB Amber Grid.
1.2. Approval of the amended wording of the Bylaws of AB Lietuvos Dujos and granting authorizations to sign these documents.
Resolution:
To approve the amended wording of the Bylaws of AB Lietuvos Dujos (attached). To authorise the General Manager of AB Lietuvos Dujos Viktoras Valentukevičius to sign, either personally or through an authorised person, the amended wording of the Bylaws of AB Lietuvos Dujos and perform all actions related to the registration of the Bylaws with the Register of Legal Entities of the Republic of Lithuania.
1.3. Election of the managing bodies of AB Lietuvos Dujos.
Resolution:
To establish that the structure of the managing bodies in AB Lietuvos Dujos which will continue its activity after the spin-off will not change – the General Meeting of Shareholders, the Board of Directors and the Chief Executive Officer will continue functioning in AB Lietuvos Dujos. To approve that the members of the Board of Directors of AB Lietuvos Dujos which will continue its activity after the spin-off – Dr. Valery Golubev, Uwe Fip, Dr. Achim Saul, Kirill Seleznev, Valdas Lastauskas will further hold their office.
1.4. Approval of the Bylaws of AB Amber Grid established after the spin-off and granting authorizations to sign the Bylaws of the new company.
Resolution:
To approve the Bylaws of AB Amber Grid established after the spin-off (attached). To authorise the Chief Executive Officer of AB Amber Grid to sign, either personally or through an authorised representative, the Bylaws of AB Amber Grid and perform all actions related to the registration of AB Amber Grid and its Bylaws with the Register of Legal Entities of the Republic of Lithuania.
When voting on the Agenda items 1, 2 and 4, the Company's shareholder OAO Gazprom made a written statement (attached).
The Resolutions of the Extraordinary General Meeting of Shareholders were posted on the Central Database of Regulated Information www.crib.lt, the website of the Company www.dujos.lt and the e-publication of the Centre of Registers of the Republic of Lithuania.
Annexes:
1. Terms and Conditions of the Spin-off of AB Lietuvos Dujos
2. Bylaws of AB Lietuvos Dujos
3. Bylaws of AB Amber Grid
4. Written statement of OAO Gazprom
5. Press release
Authorised person:
Reda Aglinskiene
Head of the Legal Division
tel. +370 5 236 0240
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