Convocation of General Meeting of Shareholders of AB Kauno Energija

General Meeting of Shareholders of AB Kauno energija (code of enterprise 235014830, address Raudondvario av. 84, Kaunas) (hereinafter – the Company) is convoked on April 28, 2025 by the decision of Company’s Management Board No 2025-5-1 of April 4, 2025.

The date of General Meeting is April 28, 2025, Monday. Beginning of the Meeting – 10 a.m. Place – Company’s hall at Raudondvario av. 84, Kaunas, Lithuania. Registration of shareholders starts at 9.30 a.m.

The agenda and the resolutions projects for the General Meeting of Shareholders:

No	Items of agenda	Resolution project
1	Approval of Consolidated and Company’s audited Financial Statements of the year 2024, prepared according to the International Financial Reporting Standards accredited to use in European Union, presented together with Consolidated AB Kauno Energija Management Report of the year 2024 and Conclusion of independent auditor.	To approve the audited AB Kauno Energija Consolidated and Company’s Financial Statements of the year 2024, prepared according to the International Financial Reporting Standards accredited to use in European Union, presented together with Consolidated AB Kauno Energija Management Report and Conclusion of independent auditor (included).
2	Allocation of AB Kauno Energija profit (loss) of the year 2024.	To allocate AB Kauno Energija profit (loss) of the year 2024 in accordance to the profit (loss) allocation project provided to the General Meeting of Shareholders (included).
3	Selecting the audit firm and setting the terms of payment for audit services.	1. To select the audit firm ROSK Consulting UAB for the audit of the consolidated and company financial statements of AB Kauno energija for the years 2025, 2026 and 2027, for the audit of the regulated activity reports of AB Kauno energija, and for the provision of sustainability reporting services.   2. To establish that the price of the audit service for the audit of the consolidated financial statements of AB "Kauno energija" and the Company for the years 2025, 2026 and 2027 for the audit of 1 (one) year (12 months of the audited period) shall be EUR 37,000.00 plus VAT, for the audit of 3 years (2025, 2026 and 2027) - EUR 111,000.00 plus VAT. The payment deadline is 30 calendar days after the signing of the acceptance and transfer of the service and receipt of the VAT invoices.   3. To establish that the price of the audit service for the audit of the regulated activity reports of AB Kauno energija for the years 2025, 2026 and 2027 for the audit of the accounts of AB Kauno energija for the audit of the regulated activity reports for the audit of the audited period of 1 (one) year (12 months of the audited period) shall be EUR 6,000.00 plus VAT, for the audit of the accounts of the regulated activity reports of AB Kauno Energija for the audit of the regulated activity reports of the regulated activity reports of the audited period of 3 (one) years (years 2025, 2026 and 2027) shall be EUR 18,000.00 plus VAT. The payment term shall be 30 calendar days after the signature of the acceptance certificate and receipt of the VAT invoices.   4. To set the price of sustainability reporting services for 2025, 2026 and 2027 for AB Kauno energija for 1 (one) year (12 month period) services at EUR 22,000,00 plus VAT, for 3 years (2025, 2026 and 2027) services at EUR 66,000,00 plus VAT. The payment term shall be 30 calendar days after the signature of the acceptance certificate and receipt of the VAT invoices.

Other information

Authorized capital and voting rights

The authorised capital of the Company is divided into 42,802,143 (forty-two million eight hundred and two thousand one hundred and forty-three) ordinary registered shares. All the shares entitle their holders to exercise a voting right.

Day of reckoning

The recorded date for the Extraordinary General Meeting shall be 21 April 2025. The persons entitled to attend and vote at the Extraordinary General Meeting shall be the persons who are shareholders of the Company at the end of the workday.

Voting

The Company does not provide the possibility to attend and vote at the meeting by electronic means.

A person attending the Extraordinary General Meeting of Shareholders must produce a proof of identity. A person who is not a shareholder of the Company, in addition shall furnish the document entitling to vote at the Extraordinary Meeting of Shareholders. The authorised person shall have the same rights at an Extraordinary General Meeting as the principal shareholder. A shareholder's right to attend an Extraordinary General Meeting shall also include the right to ask questions.

Shareholders entitled to attend an Extraordinary General Meeting of Shareholders may authorise in writing by electronic communication means a natural person or legal entity to attend and vote on their behalf at an Ordinary General Meeting of Shareholders. A shareholder must notify about the issue of the power of attorney in writing by emailing the power of attorney to n.simoliune@kaunoenergija.lt no later than by the end of a business day on 25 April 2025 (2:00 PM).

Please note that voting on the issues on the agenda of the Extraordinary General Meeting of Shareholders shall be in the form of a general ballot. If the completed general ballot paper is signed by the person who is not a shareholder, the completed general ballot must be accompanied by a document evidencing the voting right. Properly completed general voting ballot papers must be delivered by post or brought to the Company at Raudondvario pl. 84, Kaunas, before 9:30 AM on 28 April 2025. The Company reserves the right to exclude a shareholder's early vote when calculating votes, if the general ballot paper does not comply with the requirements set forth in Article 30(3) and (4) of the Law on Companies of the Republic of Lithuania, or if the completed general ballot paper makes it impossible to verify the shareholder's actual intentions in respect of a particular issue.

Agenda

The agenda of an Extraordinary General Meeting of Shareholders may be amended at the discretion of the shareholders whose shares carry at least 1/20 of the total number of votes. Proposals to the agenda of the Extraordinary General Meeting of Shareholders may be submitted by mail, by emailing n.simoliune@kaunoenergija.lt  or delivered to the Company's representative office at Raudondvario pl. 84, Kaunas, no later than 14 days before the general meeting of shareholders.

Please note that a proposal to supplement the agenda of an Extraordinary General Meeting of Shareholders must be accompanied by a draft decision or, where no decision is required, by the explanations on each proposed issue of the agenda of the Extraordinary General Meeting of Shareholders.

Shareholders holding at least 1/20 of the total number votes are entitled to propose new draft resolutions in writing on the issues on the agenda of the meeting at any time before or during an Extraordinary General Meeting of Shareholders.

Questions

Shareholders shall have the right to ask the questions concerning the agenda of the Extraordinary General Meeting of Shareholders. Questions should be emailed to n.simoliune@kaunoenergija.lt or delivered to the Company’ address at Raudondvario pl. 84, Kaunas, no later than 3 working days before the general meeting of shareholders.

Submission of information

All information required by legislation related to the convened extraordinary general meeting of shareholders, as well as appendices to the issues discussed in the agenda of the meeting, are published on the Company's website at www.kaunoenergija.lt, or the documents can be consulted upon arrival at the Company's headquarters at Raudondvarios rd. 84, Kaunas.

Shareholders of the Company are invited to give priority to accessing the information provided by the Company on the website www.kaunoenergija.lt and to submit their proposals for amending the agenda of the Extraordinary General Shareholders' Meeting by e-mail n.simoliune@kaunoenergija.lt.

Loreta Miliauskiene, Head of Economic Department, tel. +370 37 305 855

Attachments

• abkaunoenergija-2024-12-31-en
• 2024 Allocation of profit
• Kauno Energija Independent auditor's report 2024
• VOTING BULLETIN 28042025