Resolutions of the Extraordinary General Meeting of Shareholders of AB Kauno Energija
The extraordinary general meeting of shareholders of AB Kauno energija was held on November 25, 2021. Four shareholders holding 42,089,511 ordinary registered shares of the Company, or 98.34% of all votes, attended. The general meeting of shareholders adopted the following resolutions:
1. Approve the participation of the limited company Kauno energija in the reorganization by way of merger with the limited company Kauno energija (registration number 235014830), which will continue its activities after the reorganization, with the limited company Petrašiūnų katilinė (reg. No 304217723), which after the reorganization will cease its activities as a legal person, to instruct the board of directors of the limited company Kauno energija to draw up and publish the terms and conditions of the reorganization in accordance with the procedure established by the legislation, and to carry out other actions necessary for the implementation of this decision, without the preparation of interim financial statements.
2. While the limited company Kauno energija is the sole shareholder of the public limited company Petrašiūnų katilinė, the reorganization by merger of the limited company Kauno energija and the limited company Petrašiūnų katilinė is carried out according to the procedure provided for in Article 70 of the Company Law of the Republic of Lithuania (hereinafter the “Law”), i.e. without carrying out an assessment of the conditions for reorganization by merger and without preparing an assessment of the conditions for reorganization by merger route and a written report.
3. Without convening a general meeting of shareholders in the case provided for in article 70, paragraph 2, of the law, the decision on the reorganization by merger, which will approve the terms and conditions of the reorganization and modify the articles of association of ‘AB Kauno energija, which will continue after the reorganization, will be taken by the board of directors of AB Kauno energija, which will continue to function after the reorganization, after the expiration of the period referred to in paragraph 2, paragraph 3, of this article.
The draft terms and conditions of the reorganization of Kauno energija Limited Liability Company and Petrašiūnų katilinė Limited Liability Company will be accessible in the manner and within the time limits established by the Law of the Republic of Lithuania on Companies on Websites www .kaunoenergija.lt, www.kaunoenergija.lt/ab-petrasiunu-katiline, and www.nasdaq.lt, and at the company headquarters: head office of SARL Kauno energija in 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 the economic department, tel. +370 37 305 855