Unofficial translation Extract LITGRID TURTAS AB MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS. No December 2010 Vilnius

Transcription

1 Unofficial translation Extract APPROVED: /signature/ Virgilijus Poderys Director General LITGRID turtas AB LITGRID TURTAS AB MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS No December 2010 Vilnius The meeting took place on 17 December 2010, at 10:00 a.m., the venue being the large conference hall (room 129) at A. Juozapavičiaus str. 13, LT Vilnius. Based on the Articles of Association of LITGRID turtas AB (a public company incorporated under the laws of the Republic of Lithuania, address of its registered office: A. Juozapavičiaus str. 13, Vilnius, Municipality of Vilnius, Republic of Lithuania, code of legal entity: , registered with the Register of Legal Entities of the Republic of Lithuania), the shareholders of LITGRID turtas AB (Company), whose total number of votes is 504,331,380, are entitled to participate at the Company s extraordinary General Meeting of Shareholders. The following employees of the Company participated at the extraordinary General Meeting of Shareholders (Meeting): Virgilijus Poderys, Director General Remigijus Vainius, Finance Director Daiva Garbaliauskaitė, Head of the Legal Division Edvinas Krasauskas, Lawyer of the Legal Division Redvita Četkauskienė, Lawyer of the Legal Division Sigita Ropienė, Director General s Assistant Irma Jūratė Beinorienė, Chief Programmer Vida Dirdienė, IT Administrator Shareholders of the Company or their proxies: The list of the attending shareholders or their proxies is attached hereto as Annex No. 1. The number of votes of the attending shareholders: 491,770,731 of a total of 504,331,380 votes (97.51% of the total number of votes carried at the General Meeting of Shareholders). The following shareholders voted by correspondence in advance: 1. UAB Visagino atiminė elektrinė, holding 491,736,153 shares which confer 491,736,153 votes; 1

2 2. STATE STREET BANK AND TRUST COMPANY, holding 18,780 shares which confer 18,780 votes. The following shareholders attended the Meeting: 1. E. Vėželis, holding 8,508 shares conferring on him 8,508 votes; 2. V. Klimas, holding 7,290 shares, conferring on him 7,290 votes. I. ORGANISATIONAL MATTERS OF THE MEETING The Meeting was called to order by Virgilijus Poderys, Director General of LITGRID turtas AB. He greeted the attending shareholders and thanked them for their attendance. Virgilijus Poderys, Director General of LITGRID turtas AB, informed the shareholders that LITGRID turtas AB commenced its activities as of the date of its registration with the Register of Legal Entities of the Republic of Lithuania, i.e. on 16 November Virgilijus Poderys, Director General of the Company, informed the shareholders about the legislative acts based on which the items on the agenda of the Meeting were proposed for consideration. According to the data provided by the Commission for Registration, 2 shareholders holding 15,798 votes, registered for the Meeting. Consequently, including the shareholders who voted by correspondence, the Meeting was attended by the shareholders holding 491,770,731 shares, i.e % of the total number of shares. The Meeting had the quorum and could be commenced. 1. Election of the Chairperson of the Meeting Virgilijus Poderys, Director General of LITGRID turtas AB, explained that subject to the requirements of the Law of the Republic of Lithuania on Companies, a chairperson of the Meeting should be elected. For that purpose the votes conferred by the shares should be used. Daiva Garbaliauskaitė, Head of the Legal Division, was nominated as a chairperson of the Meeting. Director General of the Company Virgilijus Poderys asked whether there were any other proposals. There being no other nominees, Virgilijus Poderys proposed voting on nomination of Daiva Garbaliauskaitė, Head of the Legal Division, as the chairperson of the Meeting. Results of the vote: 491,770,731 votes for (100% of all votes carried by the shares of the Company represented at the Meeting); 0 votes against (0% of all votes carried by the shares of the Company represented at the Meeting). 1. RESOLVED: to elect Head of the Legal Division Daiva Garbaliauskaitė the Chairperson of the Meeting. The Meeting was further conducted by Daiva Garbaliauskaitė, the elected Chairperson of the Meeting. 2. Procedural Matters of the Meeting 2

3 To ensure an efficient course of the Meeting, Daiva Garbaliauskaitė proposed electing a Vote Count Committee, its chairman, the secretary of the Meeting and the controller of the Meeting, and approving the rules of order of the Meeting by voting on all procedural matters of the Meeting at a time. Election of the Vote Count Committee, its chairman, the secretary of the Meeting and the controller of the Meeting The Chairperson of the Meeting Daiva Garbaliauskaitė announced the nominations to the Vote Count Committee, its chairman, the secretary of the Meeting and the controller of the Meeting: Edvinas Krasauskas, Chairman of the Vote Count Committee, Redvita Četkauskienė, Member of the Vote Count Committee, Sigita Ropienė, Secretary of the Meeting, The functions of the controller of the Meeting are to be performed by the Chairman of the Vote Count Committee Edvinas Krasauskas. Approval of the Rules of Order of the Meeting The Chairperson of the Meeting Daiva Garbaliauskaitė announced the proposed rules of order of the Meeting: 1. The agenda of the Meeting shall be in compliance with that announced in the following issues of the daily Verslo žinios: 224(3376) of 25 November 2010 and 233(3385) of 8 December The items on the agenda of the Meeting shall be discussed and voted on in the order of precedence laid down in the agenda of the Meeting. 3. The time for speakers on the agenda items shall be unlimited. The maximum time for questions to speakers and answers to such questions on each item of the agenda shall be 15 minutes. Each participant in discussions shall have the maximum time of 3 minutes; the total maximum time for all participants in discussions shall not exceed 15 minutes. 4. Alternative draft resolutions (if any) of the Meeting proposed by shareholders shall be made in writing and submitted to the Secretary of the Meeting or shall be made orally and the Secretary of the Meeting shall record them in the Minutes of the Meeting. 5. The voting on all matters at the Meeting shall be open. Voting cards issued by the Vote Count Committee shall be used to vote on the items of the agenda of the Meeting. A secret ballot shall be mandatory for all shareholders on the matters with respect to which a secret ballot is requested by at least one shareholder and approved by the shareholders who control shares carrying at least 1/10 of votes at the Meeting. The Chairperson of the Meeting Daiva Garbaliauskaitė enquired whether all the persons present agreed with the nominations to the Vote Count Committee, its chairman, the secretary of the Meeting and the controller of the Meeting and with the proposed agenda and the rules of order of the Meeting, and whether there were any other motions. There being no other motions, the Chairperson of the Meeting Daiva Garbaliauskaitė proposed voting. 3

4 Results of the Vote on the Draft Resolution: 491,770,731votes for (100% of all votes carried by the shares of the Company represented at the Meeting); 0 votes against (0% of all votes carried by the shares of the Company represented at the Meeting). 2. RESOLVED: 2.1. To approve the composition of the Vote Count Committee, the secretary of the Meeting and the controller of the Meeting: Edvinas Krasauskas, Chairman of the Vote Count Committee, Redvita Četkauskienė, Member of the Vote Count Committee, Sigita Ropienė, Secretary of the Meeting, The functions of the controller of the Meeting shall be performed by the Chairman of the Vote Count Committee Edvinas Krasauskas To approve the following rules of order of the Meeting: 1. The agenda of the Meeting shall be in compliance with that announced in the following issues of the daily Verslo žinios: 224(3376) of 25 November 2010 and 233(3385) of 8 December The items on the agenda of the Meeting shall be discussed and voted on in the order of precedence laid down in the agenda of the Meeting. 3. The time for speakers on the agenda items shall be unlimited. The maximum time for questions to speakers and answers to such questions on each item of the agenda shall be 15 minutes. Each participant in discussions shall have the maximum time of 3 minutes; the total maximum time for all participants in discussions shall not exceed 15 minutes. 4. Alternative draft resolutions (if any) of the Meeting proposed by shareholders shall be made in writing and submitted to the Secretary of the Meeting or shall be made orally and the Secretary of the Meeting shall record them in the Minutes of the Meeting. 5. The voting on all matters at the Meeting shall be open. Voting cards issued by the Vote Count Committee shall be used to vote on the items of the agenda of the Meeting. A secret ballot shall be mandatory for all shareholders on the matters with respect to which a secret ballot is requested by at least one shareholder and approved by the shareholders who control shares carrying at least 1/10 of votes at the Meeting. II. DISCUSSION OF THE ITEMS ON THE AGENDA OF THE MEETING The Chairperson of the Meeting Daiva Garbaliauskaitė proposed that the shareholders begin to discuss the matters on the agenda of the Meeting and announced the agenda, which was in compliance with the publicly announced agenda. 1. DISCUSSED: approval of preparation of the reorganisation terms of LITGRID turtas AB and LITGRID AB 4

5 The Chairperson of the Meeting Daiva Garbaliauskaitė announced the draft resolution on this matter proposed for approval: To approve the proposal that in due course of law of the Republic of Lithuania, the Board of LITGRID turtas AB in cooperation with the Board of LITGRID AB (the public company incorporated in accordance with the procedure established by the laws of the Republic of Lithuania, the address of its registered office: A. Juozapavičiaus g. 13, Vilnius, Municipality of Vilnius, Republic of Lithuania, code of legal entity: , VAT code: LT , registered with the Register of Legal Entities of the Republic of Lithuania) should: (i) prepare the terms for reorganisation of LITGRID turtas AB and LITGRID AB as a result of which LITGRID AB would expire as a legal entity and be merged with LITGRID turtas AB, the latter remaining to continue its activities after the reorganisation, and (ii) draft the Articles of Association of LITGRID turtas AB active after the reorganisation, and (iii) perform any other actions relating to the reorganisation of LITGRID turtas AB and LITGRID AB. The reorganisation would be carried out by way of the company s LITGRID AB merger with LITGRID turtas AB, with all the assets, rights and obligations of LITGRID AB passing to LITGRID turtas AB after the reorganisation (Article 2.97 paragraph 3 of the Civil Code of the Republic of Lithuania). There being no questions as to the proposed resolution, the Chairperson of the Meeting Daiva Garbaliauskaitė proposed voting. Results of the vote on the draft resolution: 491,770,731 votes for (100% of all votes carried by the shares of the Company represented at the Meeting); 0 votes against (0% of all votes carried by the shares of the Company represented at the Meeting). 1. RESOLVED: To approve that in due course of law of the Republic of Lithuania, the Board of LITGRID turtas AB in cooperation with the Board of LITGRID AB (the public company incorporated in accordance with the procedure established by the laws of the Republic of Lithuania, the address of its registered office: A. Juozapavičiaus g. 13, Vilnius, Municipality of Vilnius, Republic of Lithuania, code of legal entity: , VAT code: LT , registered with the Register of Legal Entities of the Republic of Lithuania) should: (i) prepare the terms for reorganisation of LITGRID turtas AB and LITGRID AB as a result of which LITGRID AB would expire as a legal entity and be merged with LITGRID turtas AB, the latter remaining to continue its activities after the reorganisation, and (ii) draft the Articles of Association of LITGRID turtas AB active after the reorganisation, and (iii) perform any other actions relating to the reorganisation of LITGRID turtas AB and LITGRID AB. The reorganisation would be carried out by way of the company s LITGRID AB merger with LITGRID turtas AB, with all the assets, rights and obligations of LITGRID AB passing to LITGRID turtas AB after the reorganisation (Article 2.97 paragraph 3 of the Civil Code of the Republic of Lithuania). III. END OF THE MEETING The Chairperson of the Meeting Daiva Garbaliauskaitė explained that the Minutes of the Meeting would be drawn up and signed within 7 days of the date of the General Meeting of Shareholders. All persons present at the Meeting would be entitled to get familiar with the Minutes and not later than within 3 days of the moment of such familiarisation but not later than within 10 days of the 5

6 date of the Meeting could provide their written comments or opinions on the facts contained in the Minutes and on the drawing up of the Minutes. The Meeting closed at 10:25 a.m. ANNEXES: 1. Registration list of the shareholders present at the Meeting (1 page). 2. List of the shareholders of LITGRID turtas AB (data as at the end of 10 December 2010) (121 pages). 3. The following issues of the daily Verslo žinios: 224(3376) of 25 November 2010 and 233(3385) of 8 December 2010 (2 papers), and the informational publication No of the State Enterprise Centre of Registers (4 pages). 4. The general voting ballot with its attachments delivered on 14 December 2010 by the shareholder STATE STREET BANK AND TRUST COMPANY (12 pages). 5. The general voting ballot delivered on 17 December 2010 by the shareholder UAB Visagino Atominė Elektrinė (4 pages). 6. Vote count sheets (2 pages). 7. Materials for shareholders of the extraordinary General Meeting of Shareholders (1 booklet). Chairperson of the Meeting /signature/ Daiva Garbaliauskaitė Secretary of the Meeting /signature Sigita Ropienė 6