Governance Information • Jul 29, 2008
Governance Information
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To: Lithuanian Securities Commission Konstitucijos av.23, LT-08105 Vilnius 2008-07-29 Nr. 20-2395
AB Vilnius Stock Exchange Konstitucijos av. 7, 15 floor, LT-08105 Vilnius
CONFIRMATION OF RESPONSIBLE PERSONS
Following the statutes of 22 article of the Law on Securities of the Republic of Lithuania and the regulations of Securities Commission on periodical and additional information preparation and presentation, I - general director Aleksandras Sigitas Matelionis of AB "Kauno energija"- confirm that according to ours knowledge in the intermediate consolidated report of AB, Kauno energija" for the 6 months of the year 2008 business development and activity review are indicated rightly.
ENCLOSED: Intermediate consolidated report of AB "Kauno energija" of the 6 months, 2008, 14 pages.
General Director
MMMM
Aleksandras Sigitas Matelionis
Jovita Sereikienė, phone (8~37) 305 664, e-mail: į [email protected]
INTERMEDIATE CONSOLIDATED REPORT OF AB "KAUNO ENERGIJA" 6 MONTHS PERIOD, 2008
| 1. Accountability period for which intermediate report is prepared |
|---|
| 2. Companies composing the group of companies and their contact data |
| 3. The nature of the main activity of the companies composing the group of companies4 |
| 4. The agreements of issuer with finance broker companies and (or) credit institutions4 |
| 5. Trade in securities of the companies, forming the group of companies, in regulated markets (the name |
| of regulated market, the amount of securities included into trade) |
| 6. References and additional explanations on the data presented in the 6 months financial |
| accountability |
| 7. Information on Issuer acquired and own shares |
| 8. The authorized capital structure of the Issuer |
| 9. Data on issues of the shares of the Issuer |
| 10. Information about Issuer shareholders |
| 11. Employees |
| 12. Order of changes of Regulations of the Issuer |
| 13. Issuer bodies |
| 14. Members of the collegiate bodies, the manager of the company, chief accountant |
| 15. All important agreements of which Issuer is a part and which would come into force, would change or |
| end in case of the change of Issuers control as well as their influence with the exception of cases when |
| because of the nature of agreements their revealing would cause damage to the Issuer12 |
| 16. All agreements of the Issuer and members of its bodies or employees which would involve |
| compensation in case of their resignation or firing without grounding or f their work would end due to the |
| change in Issuers control |
| 17. Information about larger related agreements of the sides |
| 18. Important events, which have been during first six months of financial year and their influence on |
| intermediate financial accountability, also information about main risks and unexpectedness to coming six |
| month of financial year 2008 |
| 19. Information on the observance of the Governance code of the companies 13 |
| 20. Data about publicly declared information |
The consolidated intermediate report of AB, Kauno energija" is prepared for the 6 months period, 2008.
AB "Kauno energija" (hereinafter – Company or Issuer) prepares both Company's and consolidated financial accountability. The group (hereinafter – Group) consists of AB "Kauno energija" and daughter company - Closed-end company UAB "Pastatų priežiūros paslaugos" in which the Company directly controls 100 % of the managed shares.
| Name of the company: | AB "Kauno energija" |
|---|---|
| Legal-organizational form: | Joint Stock Company |
| Address: | Raudondvario pl. 84, 47179 Kaunas - 21 |
| Code of the legal person: | 235014830 |
| Telephone number: | $(+37037)305650$ |
| E mail: | $info@$ kaunoenergija.lt |
| Webpage: | www.kaunoenergija.lt |
| Fax number: | $(+37037)305622$ |
| Registration date and place: | 22 August 1997, Kaunas, Order No. 513 |
| Register manager: | Kaunas subsidiary of State enterprise Register Centre |
| VAT code: | LT350148314 |
Authorized capital amounts to 118,310,292 LTL and is divided into 19,718,382 ordinary registered shares 6 LTL nominal value.
| Name of the company: | Closed-end company "Pastatų priežiūros paslaugos" |
|---|---|
| Legal - organizational form: | Closed-end company |
| Address: | Savanorių pr. 347, 49423, Kaunas - 43 |
| Telephone number: | $(+37037)305959$ |
| E-mail: | $info@$ kaunoenergija.lt |
| Webpage: | www.p-p-p.lt |
| Fax number: | $(+37037)311877$ |
| Registration date and place: | 1 July 2006, Kaunas |
| Code of the legal person: | 300580563 |
| Register manager: VAT code: |
Kaunas subsidiary of State enterprise Register Centre LT100002506015 |
Authorized capital amounts to 6,518,000 LTL and is divided into 65,180 ordinary registered shares 100 LTL nominal value.
The nature of the main activity of the Group is production and services. AB "Kauno energija" is the patronized company of the Group. The Company produces and sells heat energy to consumers in Kaunas and Jurbarkas cities and in part of Kaunas and Marijampolė administrative districts. Also in small amount it produces electric energy in Kaunas city and Kaunas district. The Group and the Company carries out supervision of lodging heat and hot water supply systems, heating points equipment, carries out the supervision of building constructions and elements, cold water supply, leakage elimination and drainage systems, electricity supply system and performs maintenance works, provides services for natural and legal persons in the supervision of heat economy. The Group and the Company performs licensed activity through obtaining of appropriate licences.
On 1 April 2003 the Issuer service agreement with joint stock company AB SEB Bankas (code of the enterprise 112021238, Gedimino ave. 12, Vilnius), represented by the Finance markets department, and was signed.
The nominal value of Issuer's 18,968,382 units of ordinary registered shares (VP ISIN code $LT0000123010$ is $-113,810,292$ LTL. They are included into Vilnius Stock Exchange Baltic additional trade list.
All main financial data are presented in the 6 months intermediate financial accountability and its explanation letter.
(number and nominal value of the patronized company shares, belonging to the company, it's daughter companies or by their assignment, but by their name acting persons)
The Company didn't acquire it's own shares. Daughter's company also did not acquire the Company shares. The Company and it's daughter company during the review period didn't buy or sell their shares.
In the Enterprises register of Lithuanian Republic the registered authorized capital of AB "Kauno energija" is 118,310,292 LTL.
The authorized capital structure of the Issuer according to the shares type is presented in Table 1.
| lable l | |||||
|---|---|---|---|---|---|
| Shares type | Number of shares. units |
Nominal value, LTL |
Total nominal value, LTL |
Municipalities portion in the authorized capital, % |
Private shareholders portion in the authorized capital, $\frac{6}{6}$ |
| Ordinary registered shares |
19,718,382 | 6 | 18,310,292 | 96.38 | 3.62 |
| Total | 19,718,382 | 18,310,292 | 96.38 | 3.62 |
All ordinary registered shares of AB "Kauno energija" are fully paid for. There are no restrictions for transfer of securities.
Total number of AB "Kauno energija" shareholders on 30 June 2008 is 353 shareholders.
The shareholders of Issuer to who on 30 June 2008 belonged more than 2 % of AB "Kauno energija" authorized capital (19,718,382 ORS) are presented in Table 2.
| Table 2 | ||||
|---|---|---|---|---|
| The name of shareholder, surname (name of the company, type, address, code) |
The number of ordinary registered shares belonging to the. shareholder, units |
The portion of authorized capital, % |
The portion of votes given by the ownership right belonging shares, % |
The portion of votes belonging to the shareholder together with operating persons, % |
| Kaunas city municipality Laisvės 96, 44251 Kaunas code 111106319 |
16,954,892 | 85.99 | 85.99 | |
| Kaunas district municipality Savanorių ave. 371, 49500 Kaunas Code 111100622 |
1,606,168 | 8.14 | 8.14 |
10.1. Shareholders who on 30 June 2008 owned more than 5 % of shares of AB "Kauno energija" (18,968,382 ORS) released into public circulation of securities (registration No. A01031430) are presented in Table 3.
| Table 3 | |||||
|---|---|---|---|---|---|
| The name | Type of shares |
Number of shares. units |
Total value of shares, LTL |
Amount of shares (%) from total number of released into public circulation |
Share of authorize d capital $(\%)$ |
| Kaunas city municipality Laisvės 96, 44251 Kaunas code 111106319 |
Ordinary registered shares |
16,204,89 | 97,229,35 | 85.43 | 82.19 |
| Kaunas district municipality Savanorių 371, 3042 Kaunas code 111100622 |
Ordinary registered shares |
1,606,168 | 9,637,008 | 8.47 | 8.15 |
Shareholders who on 31 December 2007 owned more than 5 % of shares of AB "Kauno energija" (750,000 ORS) released into non-public circulation of securities (registration No. A01031430) are presented in Table 4.
| Table 4 | |||||
|---|---|---|---|---|---|
| The name | Type of shares |
Number of shares, units |
Total value of shares, LTL |
Amount of shares $(%)$ from total number of released into non-public circulation |
Share of authorize d capital (%) |
| Kaunas city municipality Laisvės 96, 44251 Kaunas code 111106319 |
Ordinary registered shares |
750<000 | 4,500,000 | 100 | 3.8 |
No shareholder of the Issuer has any special control rights. All shareholders have equal rights set by the Law on stock corporations of the Republic of Lithuania, Item 4. Number of shares which grant votes during general meeting of shareholders of AB "Kauno energija" is 19,718,382.
The Company has no information on restrictions of voting rights or any disagreements between shareholders which could restrict transfer of securities and (or) voting rights.
According to the data of 30 June 2008 680 employees are employees in the Group in total. The change of the employee's number during 2008 is presented in Table 5.
(all amounts are in LTL thousand unless otherwise stated)
| Table 5 | ||||
|---|---|---|---|---|
| - 60 Listed number of employees |
Company's 31-12-2007 |
Group's 31-12-2007 |
Company's 30-06-2008 |
Group's 30-06-2008 |
| Total | 615 | 705 | 604 | 680 |
| Managers | ||||
| Specialists | 294 | 319 | 296 | 322 |
| Workers | 317 | 377 | 304 | 350 |
| No. | Educational level | Company's 31-12-2007 |
Group's 31-12-2007 |
Company's 30-06-2008 |
Group's 30-06-2008 |
|---|---|---|---|---|---|
| Not finished secondary | 24 | 30 | 30 | ||
| 2. | Secondary | 253 | 290 | 245 | 284 |
| C. | College | 114 | 135 | 109 | 119 |
| 4. | Higher | 224 | 250 | 227 | 247 |
| Total | 615 | 705 | 604 | 680 |
| anu | n | |
|---|---|---|
Table 6
| No. | 10번째 10호 주 Employees |
Company | Group |
|---|---|---|---|
| 1.1. | Average conditional number of managers | ||
| 1.2. | Average monthly salary of managers | 9695,0 | 7536,5 |
| 2.1. | Average conditional number of specialists | 278 | 304 |
| $^{\circ}$ 2.2. | Average monthly salary of specialists | 2648,6 | 2605,2 |
| 3.1. | Average conditional number of workers | 294 | 349 |
| 3.2. | Average monthly salary of workers | 1893,2 | 1854,2 |
Special rights and duties of employees of the Issuer or their part as laid in collective agreements
According to collective agreement currently in effect in the Company:
1 calendar day;
. Record of service is treated as continuous (additional vacation days are granted) in case of employees who have been working in the companies of Lithuanian energy system and transferred into AB "Kauno energija" on the basis of employers' agreement, i.e. when transfer happened with Work Law Code or Work Contract Law in effect.
Employees have a right to receive additional paid vacation days:
. in case of marriage - 3 calendar days;
The Regulations of AB "Kauno energija" foresee that general meeting of shareholders of AB "Kauno" energija" have special right to change Regulations of the Company with exceptions set in Law on stock corporations of the Republic of Lithuania. When making decision on changes of the Regulations 2/3 of votes of shareholders participating in general meeting of shareholders are required.
According to the Regulations of AB "Kauno energija", the management bodies of the Company are General Meeting of Shareholders, collegiate supervisory body - Supervisory Board, collegiate management body – Management Board and individual management body – General Manager.
The decisions of the shareholders meeting made on the shareholders meeting's competence issues foreseen in the Regulations of the Company are obligatory to the shareholders, Supervisory Board, Management Board and General Manager and for other employees of the Company.
In the General Meeting of Shareholders or repeated General Meeting of Shareholders persons who at the end of the accountability day were Company's shareholders, personally, except exception foreseen in the laws or their authorized persons with whom the agreement of voting right transfer are made have the right to participate and to vote. The registration day of the Company's meeting is the fifth workday before the General Meeting of Shareholders or fifth workday till repeated General Meeting of Shareholders. Person participating in the shareholders meeting and having the right to vote has to provide document testifying the identity of person. Person who is not shareholder together with document testifying the identity of person has to provide the document confirming the right to vote in the shareholders meeting.
The collegiate supervisory body – the Supervisory Board is elected by the General Meeting of Shareholders in compliance with the order foreseen in the Law on stock corporations. The Supervisory Board consists of 7 (seven) Supervisory Board members. Supervisory Board members are elected for the 4 (four) year period. Supervisory Board elects the Chairman of the Supervisory Board from it's members. The General Meeting of Shareholders can recall all Supervisory Board or it's members before their term of office expires. If the individual members of the Supervisory Board are elected they are elected only for the current Supervisory Board term of office.
Supervisory Board elects and recalls from their duties the members of the Management Board, supervises the activity of the Management Board and General Manager, presents opinions and suggestions for the General Meeting of Shareholders on the Company's activity strategy, annual financial accountability, profit allocation project and Company's annual report, also on the activity of the Management Board and General Manager, provides suggestions for the Management Board and the General Manager to recall their decisions which contradict with the laws and other legal acts, Company's Regulations or decisions of the General Meeting of Shareholders, decides on other issues which are ascribed by the General Meeting of Shareholders to the competence of Supervisory Board, Company's and it's Management Bodies activity supervision issues. Supervisory Board has no right to charge or transfer it's functions foreseen in the Law on stock corporations to other bodies of the Company.
Management Board is collegiate company's management body, which consists of 7 Management Board members. The Management Board for the 4 (four) years period is elected by the Supervisory Board. Supervisory Board can recall all Management Board or individual it's members before their term of office expires. If the individual members are elected, they are elected only for the current Management Board term of office. The Management Board elects the Chairman of the Board from it's members.
The Management Board elects and recalls the General Manager of the Company, determines his salary, other work conditions, confirms duty regulations, motivates or assigns penalties.
General Manager is the manager of the Company. The Manager of the Company is individual management body of the Company who organizes the activity of the Company. The authorization of the Company's administration members and their responsibility is determined by the order of the General Manager.
(duties, names and surnames, data about participation in the issuer authorized capital, term of office beginning and end of every person, information about calculated money sums of issuer per period under review, other transferred asset and provided guarantees for these persons, total and average amounts for one member of collegiate body, manager of the company, chief accountant)
Jonas Koryzna. Member of Kaunas city Municipality Council, Member of City Committees of Economy and Energy. Member of the Company's Supervisory Board. Vice-resident of Kaunas Hall of Commerce, Industry and Craft, member of Kaunas Rotary club. He has no shares of the Company.
Bronislovas Kučinskas, Member of Kaunas city Municipality Council, Member of City Committees of Economy, Energy and Control. Deputy Chairman of the Company's Supervisory Board. Director of Vilnius University's public institution Regioninių Projektų Valdymo Centras,. He has no shares of the Company. He does not participate in the capital of other companies.
Jadzė Bartašienė. Teacher-expert of physics in J. Urbšys secondary school, independent expert of Ministry of Education and Science. She has no shares of the Company and does not participate in the capital of other companies.
Pranas Paškevičius. Member of Kaunas city Municipality Council. Member of Committee of Culture, Development of Communities and Self-governance. Member of Committee of Control. Deputy Director of closed-end company Neogena. Has no shares of the Company. He is responsible secretary of Lithuanian Movement "Černobilis". He has no shares of the Company. He has shares of closed-end companies Siroma, Neogena, Nida.
Rimas Antanas Ručys. Member of Kaunas city Municipality Council, Kolegijos narys. Deputy Chairman of Comitee of City Economy and Energy. Director of closed-end company Ručenta. He has no shares of the Company. He has shares of closed-end company Ručenta.
Stasys Žirgulis. Member of Kaunas city Municipality Council. Chairman of Commission for Names' Conception and Memory Memorialization. Member of Anti-corruption Commission. Member of Committee of Culture, Development of Communities and Self-governance. Teacher in Vilnius Art Academy's Kaunas Faculty. Member of Lithuanian Union of Paminters, member of Lithuanian Association of Art. Has no shares of the Company. Does not participate in the capital of other companies.
Gediminas Žukauskas. Member of Kaunas city Municipality Council, Chairman of Committee of City Economy and Energy. General Energy Manager in closed-end company Kauno Vandenys. Chairman of Panemune Community Center. Has no shares of the Company. He does not participate in the capital of other companies.
The members of the Company's supervisory board who's term of office begins on 30-07-2007 ends on $30 - 04 - 2011$ .
During period under review there were no count in of money sums, transfers of other assets and no guarantees given for the members of the Supervisory Board.
Ramūnas Gatautis. Laboratory of Complex energy researches of Lithuanian Energy Institute, doctor of sciences. Until 08-05-2008 researcher-trainee in Department of Heating and ventilation of Vilnius Gedimino Technical University. Chairman of the Management Board of AB "Kauno energija". Member of International association economists of energy, member of the Board of Lithuanian Energy Institute. member of the Board of young scientists of Lithuanian Energy Institute. He has no shares of the Company. Does not participate in the capital of other companies.
The beginning of term of office 27-11-2007 end 30-04-2011.
Algirdas Vaitiekūnas. Head of Energy Sector of City Economy Department of Kaunas City Administration. Deputy Chairman of the Management Board of AB "Kauno energija". He has no shares of the Company. Does not participate in the capital of other companies The beginning of term of office starts 30-04-2004 and ends 30-04-2011.
Kęstutis Jonaitis. Lawyer, Office of Lawyer N. Katilius, K. Donelaičio 62, office 306, Kaunas. Has 1,100 units of shares of closed-end company Technobilis, company code 300666247, which make 54,03 % of authorized capital. Has no shares of the Company. The beginning of term of office 27-11-2007 end 30-04-2011.
Mantas Raila. Director of closed-end company RP Reklama. Chairman of Lithuanian Sail Association. Shareholder of closed-end company RP reklama, has 50 units of shares, which make 50% of authorized
capital. Has no shares of the Company.
The beginning of term of office 27-11-2007 end 30-04-2011.
Vykintas Šuksteris. Director of closed-end company AF-terma. Doctor of technical science. International association economists of energy, Lithuanian Thermotechnical Engineers Society, Lithuanian Association of Energy Consultants, president. Has no shares of the Company. Does not participate in the capital of other companies. The beginning of term of office 27-11-2007 end 30-04-2011.
Eugenijus Ušpuras. Director of Lithuanian Energy Institute, professor of Department of Thermal and Nuclear Energy, member-correspondent of Lithuanian Science Academy. Has no shares of the Company. Does not participate in the capital of other companies. The beginning of term of office 27-11-2007 end 30-04-2011.
Juozas Marcalis. Assistant of member of Seimas of the Republic of Lithuania H. Žukauskas, engineersupervisor of closed-end company Kauno Vandenys. Has no shares of the Company. Does not participate in the capital of other companies.
The beginning of term of office 27-11-2007 end 30-04-2011.
During period under review there were no count in of money sums, transfers of other assets and no guarantees given for the members of the Management Board.
Aleksandras Sigitas Matelionis. General director of the AB "Kauno energija" since 27-07-2004. Education - higher university, Kaunas University of Technology (1984), heat, gas supply and cooling, profession civil engineer. Working places during 10 years and positions held – Kaunas district heating network Heat network exploitation department – Deputy Head (02-05-1994), special destination AB "Kauno energija" subsidiary Kaunas district network Deputy of Director for heat supply (05-08-1997), AB "Kauno energiia" subsidiary Kaunas district network Deputy Director for heat supply (01-02-2000). Has no shares of the Company. Does not participate in the capital of other Companies.
Violeta Staškūnienė. Chief accountant of AB "Kauno energija" since 27-07-2000, chief accountant since 16-01-2003. Education – higher university, Vilniaus University (1984), work economy, profession – economist. Working places during 10 years and positions held: Kaunas district heating network Heat realization bookkeeping deputy of chief accountant (01-09-1995), Heat realization department – Deputy Head (01-03-1996), non production activity department chief specialist (02-01-1997), special destination AB "Kauno energija" Heat realization department assistant of the head for the documentation (20-10-1997), Chief Accountant of the subsidiary UAB "Kauno energijos paslaugos" (22-06-1998), special destination JSC Kauno Energija Deputy Chief Accountant (10-01-2000). Closed end company Itvizija chief accountant (1998 till 2004-04), closed-end company Energijos Realizacijos Centras chief accountant (01-2003 till 06-2004).
Has 2.641 units of the Company shares, which make less than 5 % of the authorized capital. Does not participate in the capital of other Companies.
During first half year of 2008 count in sum for the General Manager and Chief Accountant was -118,2 thousand LTL, average amount for one person 59,1 thousand LTL and no other assets have been transferred, no guarantees provided.
None.
None.
There have been no major separate agreements. The detailed information is presented in Item 17 of explanatory letter of financial accountability.
All main financial data are presented in the 6 months intermediate financial accountability and it's explanatory letter.
AB "Kauno energija" in essence and further follows by the Vilnius stock exchange on August, 2006, confirmed and having recommendation character listed companies management code.
During the last 6 months the Issuer declared information presented bellow through OMX news publication system in all European Union as it is the Issuers duty according to the laws regulating market of securities. This information has also been put into internet site of the Issuer. All information can be received through Vilnius Stock Exchange internets site (http://www.baltic.omxgroup.com/?id=3304) and internet site of the Issuer (http://www.kel.lt/lt/?id=348).
Information declared during 2008:
In the repeated general shareholders meeting of AB "Kauno Energija" on 26 June 2008 the following decisions were taken:
Agenda question - Concerning the increase of AB "Kauno energija" authorized capital by additional monetary contributions.
To increase authorized capital of AB, Kauno energija up to 1 200 000 LTL (from 118 310 292 LTL up to 119 510 292 LTL) by additional monetary contribution made by Jurbarkas district municipality (code 111106276, Darius and Girenas str. 96, 74187 Jurbarkas), paying by it 200 000 (two
To cancel the priority right for all shareholders to acquire newly issued 200 000 (two thousand) units
ordinary named 6 (six) LTL nominal value shares of AB "Kauno energija", aiming to increase the investments of AB, Kauno energija" subsidiary, Jurbarko šilumos tinklai", by giving the right to acquire these shares for the budget institution Jurbarkas district municipality, code 111106276, Darius and Girenas str. 96, 74187 Jurbarkas.
Agenda question - Concerning the change of AB "Kauno energija" regulations and the $\bullet$ authorization to sign them.
To change the regulations of AB "Kauno energija" and to authorize general director A. S. Matelionis of AB "Kauno energija" to sign the changed text of AB "Kauno energija" regulations.
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Aleksandras Sigitas Matelionis
AB "Kauno energija" General director
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