Report iq

Consolidated interim report of the Company and the Group 1 January 2014 – 31 March 2014

1

Contents 3 About the Group and the Company 6 Analysis of the Group’s operating results Review of activities

13

Corporate governance

20

Social responsibility

24

Key information about the Company and the Group

28

2

1

About the Group and the Company The Lietuvos Energija group is one of the largest state-owned groups of energy companies in the Baltic States. The main activities of the Group include electricity and heat generation and supply, sales and distribution of electricity, also service and development of the energy sector. In Q 1 of 2014, we were also engaged in the preparation for trade and supply of natural gas.

The rights and obligations of the shareholder of Lietuvos Energija group are exercised by the Ministry of Finance of the Republic of Lithuania.

The Lietuvos Energija group with more than 4 300 employees manages and operates the key energy generation capacities of Lithuania ensuring security of energy supply, the distribution network covering the territory of the entire country, services more than 1.6 million of customers throughout Lithuania, provides electricity supply services to customers abroad, implements development projects of strategic value and pursues the goals of the National Energy Strategy. During the first three months of 2014, it generated 0.25 TWh of electricity and transmitted 2.21 TWh of electricity to its customers.

The total value of assets owned by the Lietuvos Energija group is LTL 9 895 mln. Consolidated revenue for three months of 2014 amounted to LTL 721.4 million, while the Group’s EBITDA was LTL 195.9 million. Net profit of three months amounted to LTL 66.3 million.

The parent company of the Group Lietuvos Energija, UAB (hereinafter referred to as Lietuvos Energija or the Company) is responsible for transparent management and coordination of activities of the entire Group, improvement of the efficiency with a view to providing competitive services to customers and for the socially responsible creation of the long-term value for shareholders. The Company analyses the activities of the Group, represents the Group, implements the rights and obligations of the shareholder, establishes operational guidelines and rules, and coordinates the activities in the areas of generation, commerce, finance, law, strategy and development, human resources, risk management, audit, technology, communication and other areas.

About the Group and the Company

3

Structure of the Group At the end of the reporting period, the Lietuvos Energija group consisted of 15 companies: the parent Company and 14 directly and indirectly managed companies. The main activities of the Group include the generation of electricity and heat, sales, distribution and supply of electricity. Operations of the companies

of the Group companies servicing these core activities comprise the ITT, real estate, transport, repairs and construction of energy facilities, staff training and other services.

A detailed list of the Group companies is presented on p. 29 of this document.

The structure of the Group as at the end of reporting period (31th May 2014) „Lietuvos energija“, UAB

„Lietuvos energijos gamyba“, AB

AB LESTO

UAB „Elektros tinklo paslaugos“

NT Valdos, UAB

UAB VAE SPB

UAB LITGAS

UAB Duomenų logistikos centras

UAB Technologijų ir inovacijų centras

Energijos tiekimas UAB

UAB „Kauno energetikos remontas“

VŠĮ Respublikinis energetikų mokymų centras

Geton Energy SIA

Geton Energy OU

Gotlitas UAB

Supervisory Board consists of 7 members (3 of them independent). Board consists of 5 members.

Chief Executive Officer is the Chairman of the Board.

Supervisory Board consists of 5 members (1 independent). Board consists of 5 members.

Chief Executive Officer is the Chairman of the Board.

Board* consists of 3 members (2 from the shareholder).

Chief Executive Officer is not a member of the Board.

Chief Executive Officer, Board is not formed.

*In case of TIC, 5 members Board is formed; in case of VAE SPB the Board is not formed.

This complies with the provision of the corporate governance guidelines approved by the Minister of Finance

About the Group and the Company

4

Strategy of the Group The main goal of the strategy of the Lietuvos Energija group is

to double the value of the Group and to become the most valuable energy company in the Baltic States by 2020. This

value is understood as a sustainable balance between three elements: return on assets, improvement of competitiveness and responsibility to employees, society and the environment. The growth of return on assets of the Group will be achieved through the development - diversification of activities, development of new economically viable projects and activities, acquisition of enterprises, ensuring the efficiency of daily operations and achieving the goals set by the shareholder. The Group will contribute to the improvement of economic competitiveness by ensuring a stable supply of electricity and offering new products.

MisSiON –

to create sustainable value in the energy sector by promoting economic and social development of the country.

The main strategic directions of the Group:

Ensurance of the provision of quality services to customers.

Care will be taken to improve services provided to customers, create electronic (saving customer time) and new services responding to customer needs, to expand possibilities of customers’ choice and to ensure the reliability of electricity generation, distribution and supply.

Diversification of activities covers the implementation of

investment projects in the sector of electricity, heat and natural gas. The projects would increase the competitiveness of the Group and the sector of economy at large, as well as the energy independence of the country, also the optimisation of the production and trading portfolio, development of new activities by extending the value chain of the Lietuvos Energija group.

These goals will be achieved using available resources and infrastructure, investing in the creation of new infrastructure and effective management through acquisitions.

VISION –

to become the highestvalue energy company in the Baltic States.

Values –

responsibility, cooperation, result.

Enhancement of operating efficiency. Efficiency will be

pursued in key activities of the Group as well as in the provision of support functions, management of assets and other resources in all Group companies. In order to achieve higher efficiency, the system of management and control of the Group companies will be integrated by setting common principles of business management, division, coordination and control of responsibilities. Efficiency improvement measures covering all Group companies or identical or very similar activities at the individual company level will also be continued. Active sharing of best practices between companies will be promoted and sought.

Formation of new organizational culture. The aim is to

create a modern, effective and dynamic organization, building its operations on common values, developing in consistent and targeted manner the successors for the required competences and key personnel, and promoting the employee involvement through the internal environment.

About the Group and the Company

5

2

Analysis of the Group’s operating results Key operational and financial indicators During Q 1 of 2014, the Lietuvos Energija group generated 0.25 TWh of electricity (the change of -18.4 per cent and -0.06 TWh as compared to the result of Q1 of 2013). Reduction in the volumes of electricity produced was mainly caused by non-performance of the quota-based production in the first quarter of the year in Elektrėnai complex. However, an actual decline in the reporting period was compensated by increased volumes of electricity generation at Kruonis Pumped Storage Power Plant and Kaunas Hydro Power Plant.

During Q1 of this year, the Group’s electricity distribution to customers via medium and low voltage networks amounted to 2.21 TWh (-0.2 per cent, -0.004 TWh) and, compared to Q 1 of 2013, remained stable.

Public and guaranteed electricity supply services of the Lietuvos Energija group was 0.91 TWh (-+5.1 per cent, +0.04 TWh) during the reporting period. The increase in the volumes of this activity

was mainly determined by higher volumes of guaranteed supply, when a few independent electricity suppliers unexpectedly terminated their operations at the end of 2013. Electricity sales of the Group in the open market amounted to 0.30 TWh and remained the same as last year.

Regardless of the impact of natural disasters (force majeure), during Q1 of 2014, the average outage duration for each customer served (SAIDI) was equal to 15.77 minutes, while the average number of long unplanned interruptions per customer (SAIFI) was equal to 0.19 times. During the first three months of this year, LESTO electricity supply quality indicators, compared to a respective period of 2013, decreased (in Q 1 of 2013 SAIDI amounted to 11.68 minutes, while SAIFI was 0.16 times). The main reason for deteriorating indicators is related to different weather conditions in the first quarter of this year compared with last year’s first quarter.

Analysis of the Group’s operating results

6

Key indicators of the Lietuvos Energija group 3 months 3 months of 2014 of 2013

Thousand LTL

Change +/-

%

Financial indicators Generated electricity Distributed electricity via medium- and lowvoltage grids Public and guaranteed supply Sale of electricity on the market

TWh

0.25

0.30

-0.06

-18.4

TWh

2.21

2.21

0.00

-0.2

TWh

0.91

0.86

0.04

5.1

TWh

0.30

0.30

0.00

0.7

Quality indicators of electricity supply SAIDI (incl. force majeure) min 51.07 SAIFI (incl. force majeure) units 0.32

Key indicators of the Lietuvos Energija group (continued) Thousand LTL

14.68

721.416

0.19

755.997 -34.581

-4.6

Costs of purchase of electricity, fuel and related services

(423.585) (483.831)

60.246

-12.5

Operating expenses

(101.975) (100.688)

-1.287

1.3

21.415

12.3

48.529

273.9

1

EBITDA2 %

Net profit

Change +/-

%

Total assets

9.895.336

9.727.225

168.111

1.7

Equity

6.435.631

6.252.705

182.926

2.9

Financial debt

1.278.156

1.180.088

98.068

8.3

381.412

442.005

4.1

2.3

54.4

65.0

5.9

7.1

Net financial debt4

Revenue

3 months of 3 months of 2014 2013

Financial indicators (continued)

Financial indicators

EBITDA margin3

During Q 1 of 2014, changes in the Group’s assets and equity accounted for +1.7 per cent (LTL +168.1 million) and +2.9 per cent (LTL 182.9 million). Positive change in assets and equity was mainly determined by net profit generated during the reporting period and the increase of authorized capital of Lietuvos Energija, which took place on 6 March 2014, paid by a contribution in kind - state-owned shares of AB Lietuvos Dujos. 6

195,879

174,464

27.2

23.1

66.247

17.718

Return on equity (ROE)5 % Net financial debt / EBITDA 12 months % Net financial debt / Equity %

-60.593 -13.7

1 Operating expenses (OPEX) = operating expenses, excluding purchase expenses of electricity and related services, depreciation and amortization, impairment and write-off of non-current tangible assets;

4 Net financial debt= borrowings - cash and cash equivalents - short-term investments and fixed-term deposits –a share of other non-current financial assets comprising investments into debt securities;

2 EBITDA (earnings before interest, taxes, depreciation and amortization) = profit (loss) before taxes + interest expenses - interest income - dividends received + depreciation and amortization expenses + impairment expenses + write-off of non-current tangible assets;

5 Return on equity (ROE) = net profit (loss), recalculated annual expression/ equity at the end of the period

3

EBITDA margin = EBITDA /Revenue;

6 The transfer of 17.7 per cent of state-owned shares of this company from the Ministry of Energy to the Ministry of Finance with the right to manage, use and dispose of them was recorded on 20 February 2014.

Analysis of the Group’s operating results

7

Revenue In Q 1 of 2014, revenue of Lietuvos Energija group amounted to LTL 721.4 million (a change of -4.6 per cent and LTL - 34.6 million as compared to the result of 2013). Main reasons, which led to

the reduction of revenue, was lower electricity transmission tariff set in 2014 and non-performance of quota-based generation of electricity in ElektrÄ—nai complex.

2% 1% 1%

LTL million 820

30

4,7

1,1

(0,7)

(7,3)

(9,7)

780

5%

5%

(53)

756 740

3 months of 2014

721 34%

700

LTL 721 million

52%

660

Revenue 3 months 2014

Transmission

Balancing, regulating and power reserve

PSO service of LEG

Heat energy revenue

Revenue from connection of new customers

Other revenue

Sale of electricity produced, electricity trade and supply

Revenue 3 months 2013

620 Transmission Sale of electricity produced, electricity trade and supply Other revenue PSO service of LEG Balancing, regulating and power reserve Revenue from connection of new customers Heat energy revenue

Analysis of the Group’s operating results

8

Operating and purchase expenses Operating expenses of the Group for Q 1 of 2014 amounted to LTL 102 million and, compared to the results of the same period of last year, remained at the same level (+1,3 per cent and LTL +1.3 million).

During the reporting period, expenses for the purchase of electricity, fuel and related services decreased by -12.5 per cent (LTL - 60.2 million) as compared to Q 1 of 2013. This came as a result of declined volumes of electricity production in ElektrÄ—nai complex.

Operating expenses LTL million

Expenses for the purchase of electricity, fuel and related services LTL million

120

101

1,3%

102

600

484

100 80

-12,5% 424

400

60 200

40 20

0

0 3 months 2013

3 months 2014

3 months 2013

3 months 2014

Analysis of the Group’s operating results

9

Investments Investments made by the Group in Q 1 of 2014 amounted to LTL 48.1 million (+11.3 per cent or LTL + 4.9 million). Investments into the development of the distribution network were LTL 33.6 million, which was by 26.2 per cent more as compared to the investments into the electricity network made in Q 1 of 2013 (LTL 26.6 million).

During Q 1 of 2014, LESTO connected 3 951 new customer object - 23.7 per cent more than during the respective period of 2013.

3% 0,01%

7%

15%

4%

3 months of 2014

LTL 48,1 million

70%

Development of the distribution network Maintenance of the distribution network ITT (IT, telecommunications and management systems) Electricity generation capacities Other investments Heat energy generation capacities

Analysis of the Group’s operating results

10

EBITDA and net profit In Q 1 of 2014, the Group’s EBITDA amounted to LTL 195.9 million (+12.3 per cent, LTL +21.4 million). The growth of EBITDA of the Lietuvos Energija group was mainly affected by more profitable commercial activities of sale and supply of electricity and increased revenues from guaranteed electricity supply. The EBITDA margin of the reporting period accounted for 27.2 per cent (in Q 1 of 2013, the EBITDA margin was 23.1 per cent).

Net profit of the Group totalled LTL 66.3 million and, compared to the result of Q 1 of 2013 (LTL 17.7 million), increased by LTL 48.5 million. The growth of net profit of the Group essentially reflected the dynamics of the increase of EBITDA. Net profit results were also greatly affected by increased market price of environmental pollution permits resulting in restored impairment of environmental pollution permits.

EBITDA LTL million

Net profit LTL million

250

70

200

+12,3 % 174

196

60 50

150

66

+274 %

40 30

100

20 50

18

10

0

0 3 months 2013

3 months 2014

3 months 2013

3 months 2014

Analysis of the Group’s operating results

11

Financial debt At the end of Q 1 of 2014, the Group’s net financial debt amounted to LTL 381 million (change of -13.7 per cent and LTL 60.6 million as compared to the level of debts as at the end of 2013). During the first quarter of this year, the level of the Group’s borrowings increased by LTL 98 million, yet a substantial increase in cash and current investments decreased the Group’s net financial debt by 13.7%. Thus, in Q 1 of 2014, the Group maintained and strengthened its financial capacity.

The current level of financial debt remains low both with respect to revenue earned and the capital structure. The Group’s level of financial debt, compared to average debt indicators of the European energy companies, reflects a solid financial position of the Group.

LTL million 500 450

442

159 98

400

381

80 %

65,0

350

54,4

300 250 40 %

200 150 100

Net financial debt/ EBITDA for 12 months

50 0 Net financial debt as at 31.03.2014

Financial debt

Cash and current investments

Net financial debt as at 31.12.2013

0% 31 12 2013

31 03 2014

8% 7%

7,1 5,9

6% 5% 4% 3% 2%

Net financial debt/ Equity ratio

1% 0% 31 12 2013

31 03 2014

Analysis of the Group’s operating results

12

3

Review of activities Review of activities of the Lietuvos Energija group includes events from 1 January 2014 till the end of the reporting period (31 March 2014) and after the reporting period - till the day of the report.

Ensurance of quality services The Group company LESTO serving more than 1.6 million customers devotes great attention to the development and modernization of electric power grid; in light of changing needs of its customers the company is consistently expanding and improving the services provided, thus providing both economic and social benefits to society, increasing the reliability and quality of electricity supply, and facilitating more rational use of electricity.

During Q 1 of 2014, LESTO connected 3 951 new consumer objects, or by 23.7 per cent more than in Q 1 of 2013. Also, LESTO continued the redemption of electric power networks of gardeners’ communities thus ensuring a reliable and secure electricity supply, and carried out the projects of network modernization co-funded from the EU structural funds - during Q 1 the company completed works in five objects of gardeners’ communities, modernized seven transformer stations, replaced overhead power transmission lines by cable lines.

In Q1 of 2014, LESTO replaced 38 504 units metrologically obsolete electricity measurement devices, installed 4 291 units of electricity

measuring devices for new customers, carried out inspections of more than 253 thousand units electricity measuring devices and works of readings control. Investing into the modernization and automation of electricity measuring devices, 1 487 units of electricity measuring devices were connected to automated data reading system during Q 1 of 2014. The automation of electricity measuring devices allows for an automated presentation of bills to customers for electricity volumes used during the period, without the need for customers to declare consumed electricity volumes themselves.

The number of LESTO customers using remote service channels (self-service ManoElektra and customer service line 1802) continued to grow - as at 31 March 2014 there were 422 thousand users registered on self-service www.manoelektra.lt, while information over the customer service line 1802 was provided to more than 267 thousand customers, and more than 113 thousand appeals on various issues were received and resolved. The number of customers using various electronic payment methods increased as well. At the end of the reporting period, about 41 per cent of all payments for electricity consumed were made electronically.

The Group company Energijos Tiekimas is engaged in the creation of flexible pricing services to customers. In the beginning of 2014, the company offered to customers a pricing model linked to Nord Pool Spot Power Exchange prices, which was selected by 200 enterprises.

Review of activities

13

Diversification of activities

Preparation for the supply and sale of gas, expansion into the gas market

Diversification of activities of the Group is one of the main preconditions for improving the value of the Group. By 2020, the Group plans to invest LTL 2-3 billion in the following areas: heat sector by constructing new or upgrading the existing co-generation power plants, supply and sales of natural gas utilising the potential of the LNG terminal, renewable energy sources and, upon the adoption of respective decisions, to participate in the implementation of the nuclear power plant project.

In February 2014, the Group company LITGAS engaged in the supply of liquefied natural gas (LNG) and sale of natural gas was approved as the designated supplier, who will have to supply the LNG terminal with the minimum necessary quantity of natural gas of 540 MCM, which is necessary for maintaining uninterrupted operations of the LNG terminal.

Investments into the heat production from biofuel, analysis of wind power plant potential in Kruonis PSHP In Q 1 of 2014, Lietuvos Energijos Gamyba continued the development project of new heat production capacities in Elektrėnai complex started back in 2011. In February, the project contractor Consortium Filter and Vapor and UAB Kaunos Energetikos Remontas obtained a construction permit and started the construction of the biofuel boiler-room.

In Q 1 of 2014, LITGAS completed the first stage of direct negotiations with potential LNG suppliers on a long-term supply agreement for the period of 5 years. During this stage, meeting with all three selected potential suppliers were held, tender conditions and their interpretations were being cleared up, positions were being coordinated in order to receive most favourable conditions for Lithuania.

On 21 February 2014, the Ministry of Finance of the Republic of Lithuania transferred to Lietuvos Energija 51 454 638 state-owned ordinary registered shares entitling to 17.7 per cent of votes at AB Lietuvos Dujos general meeting of shareholders.

First plants producing heat from biofuel should be launched in the heating season of 2014-2015, while the completion of the construction of the entire 40 MW capacity biofuel boiler-room is planned at the end of 2014. Also a new 50 MW capacity steam boiler-room, which will ensure the maintenance of heat reserves, generation of heat during peak of low temperatures and the possibility of launching the reserve units of the old power plant, will be installed. The new boiler-rooms will provide the required power and steam to the town of Elektrėnai, the company Kietaviškių Gausa and the reserve power plant managed by Lietuvos Energijos Gamyba, and will help reduce the need for PSOP funds.

On 21 May 2014, Lietuvos Energija UAB signed agreements with the German company E.ON Ruhrgas International, in accordance with which it took over 38.9 per cent of shares of public company Lietuvos Dujos and 11.76 per cent of shares of AB LESTO. The total value of the share package amounts to LTL 336.9 million. Having concluded this transaction, the Group will own more than half of shares of Lietuvos Dujos.

Complex measurements of wind speed, directions and other meteorological conditions were started in the territory of Kruonis PSHP in the beginning of 2014 in order to carry out the initial assessment of the potential of the land plot for the installation of the wind power plant park. Based on measurement results Lietuvos Energijos Gamyba will make decisions on possible works of the installation of wind power plants.

Having acquired additional 38.9 per cent of shares of Lietuvos Dujos, state-owned group Lietuvos Energija will own two companies providing services to residents and businesses - the synergy will allow offering electricity and gas consumers better services and service, coordinated activities of the companies will allow seeking for a higher efficiency and increasing operating results. The remaining shareholders of Lietuvos Dujos will be offered to sell their shares.

Pursuant to the Law on Securities, having exceeded the threshold of one-third of votes after this transaction, Lietuvos Energija will make a take-over bid to purchase all the remaining shares of AB Lietuvos Dujos owned by OAO Gazprom and minority shareholders.

Review of activities

14

Installation of the industrial park in Kruonis PSHP territory In Q 1 of 2014, Lietuvos Energijos Gamyba completed the planned works of the project for the installation of engineering equipment of the industrial park set up in the territory of Kruonis PSHP. Now the territory is better prepared for direct foreign investments, which will allow developing high tech activities in this appealing area equipped with all the necessary infrastructure.

In the implementation of the project, about 5 km of roads were reconstructed, also engineering infrastructure was set up: water supply with water wells and rainwater drainage networks. Works of reconstruction of the road, also the installation of rain water collector were completed in the end of December of 2013, while in February 2014 the last part of the project - set-up of a watering place - was completed. Currently, the second stage of the project is being planned.

Most efficient data centre in the Eastern Europe started its operations One of the largest data transmission and data centre operators in the Baltic States owned by the Group Duomenų Logistikos Centras started the construction of Data Inn - one of the most modern data centres in the Baltic States - back in 2013. This data centre is the only centre in Lithuania with Uptime Institute Tier III certification. Officially this centre was opened up on 6 May 2014.

Energy efficient Data Inn will allow reducing costs for information technologies, improving the reliability of the operations thereof and increasing the competitiveness of Lithuania and its businesses in the international environment. Its power usage effectiveness (PUE) is as low as 1.3 and is well ahead of the global average accounting for about 1.65.

The new data centre is the first stage of the entire Data Inn project.

Currently, its useful floor space covers 500 m², power reaches 100 kilowatts and its capacity is 100 server stands. Investments into the project amount to about LTL 10 million.

Design and construction works of new Data Inn stages and the expansion of its capacities are planned in the nearest future.

The plan is to have the useful floor space of Data Inn expanded to 3 200 m², capacity increased to 6 000 kilowatts and 600 server

stands fitted therein upon the completion of the development.

The total value of the project will amount to LTL 42 million.

Surveys of Syderiai geological structure In Q 1 of 2014, analysing the possibilities for the installation of the underground natural gas storage in Telšiai region, Lietuvos Energijos Gamyba finished processing data collected during all seismic and geological surveys, and prepared the simulation model of the storage reservoir. This model allows assessing geological suitability of the storage, its behaviour during gas pumping and extraction processes, also, setting operational parameters of the storage activities. All results received and conclusions made after the surveys were provided to the Ministry of Energy. In order to ensure that the Government having initiated the project is able to make a reasonable decision on further course of the project, specialists of Lietuvos Energijos Gamyba are carrying out the project cost-benefit analysis upon the assignment of the Ministry.

Preparatory works of the nuclear power plan object At the beginning of 2014, a positive conclusion was received from SNPSI on the nuclear power plant site assessment report.

SNPSI found no irregularities, and possible conclusions were also obtained in respect of the updated report from all coordination authorities. This conclusion completed an important stage of the project that has lasted for several years. Summarizing the completed site assessment surveys and the amount of data obtained in the course thereof, it has been concluded that the sites are suitable for the construction of the power plant, moreover, most detailed geological surveys of the territory of the sites were conducted in both Lithuania and the Baltic States.

Enhancement of the operating efficiency Higher efficiency of activities of the Group means both higher profit and return for shareholders as well as lower tariffs for consumers. The strategy of Lietuvos Energija for 2014-2020 establishes that higher operating efficiency will be achieved by adapting the most advanced management practices in corporate management, planning and monitoring of activities, finance, procurement, risk managements and internal audit areas.

Review of activities

15

Solid foundation for enhancing the operating efficiency was laid back in 2013 when management of Lietuvos Energija group was rearranged in accordance with a new model. The parent company Lietuvos Energija concentrated the coordination of the activities of the Group companies, elected the supervisory and management boards, and separated the responsibilities of management and supervisory bodies. Currently, a uniform governance and control system aimed at defining the principles of governance and control responding to common needs of the Lietuvos Energija group, the division of responsibilities for individual activities and processes, risk management and control, the principles of supervision and control of activities and processes at the Group and individual company level is under implementation. This system will contribute to achieving the efficiency and synergy in the activities of the Group companies and the realisation of the goals set.

Trade under the Gross Bidding principle In March of 2014, Lietuvos Energijos Gamyba started trading electricity on the Nord Pool Spot Exchange under the Gross Bidding principle. This means that the company carries out all its electricity purchase and sale transactions separately, which allows increasing the transparency of non-regulated market and enhancing the efficiency thereof. Now Lietuvos Energijos Gamyba is able to easier assess benefits of fixed price transactions, which in turn creates better preconditions for enhancing the efficiency of commercial activities. At the same time the company is contributing to the development of transparent wholesale electricity market in the Baltic States.

Signing a credit agreement On 21 February 2014, Lietuvos Energijos Gamyba signed a credit agreement with SEB bank for granting a 10-year loan of up to EUR 158 million (LTL 546 million). Funds will be allocated for refinancing three long-term loans, which were disbursed to the company by consortiums of banks operating in Lithuania and the European Bank for Reconstruction and Development.

This transaction contributes to the optimization of investments of strategic national company aimed at the implementation of projects in ElektrÄ—nai complex, because after the refinancing of the existing loans, regulated operating expenses of the company will decline and the administration of assumed obligations

will become easier. Moreover, the decreasing credit risk of the company will allow expecting favourable funding conditions in the future.

Organisational culture Lietuvos Energija believes that the company’s employees constitute the key element in implementing the operating strategy of the Group. The aim is to build and maintain valuebased organizational culture, motivating employees to assume responsibility, cooperate and unitedly strive for the best result.

Upon the reorganization of the corporate governance model of Lietuvos Energija group, the focus on coordinated organizational development, human resources management, building new organization culture, efficiency of the organization of activities, enhancement and retention of competencies will be increased further more. In further development of the organization in 2014 and upcoming years, the greatest attention will be paid to the improvement of remuneration of the Group’s employees, evaluation of activities and management systems, the creation of talent identification system, improvement of leadership, management and professional competencies, the development of personnel successor system, communication and implementation of values as well as optimization of management processes of human resources.

Employees While implementing the goals set by the shareholder and pursuing socially responsible business, we aim to attract and retain skilled specialists in the Group and, ensuring mutual benefit, to engage with them in the long-term partnership relationships and joint successful future.

There were 4 3391 employees working in the Group as at 31 March 2014. The number of the Lietuvos Energija group employees did not experience any significant changes as compared to 31 December 2013.

1

Number of effective employment agreements.

Review of activities

16

As at 31 March 2014, Lietuvos Energija had 58 employees. 91.38 per cent of employees working in the Company have a higher university education, of which 8 are doctors of science. The Company employs 2 certified professional project managers (PMP and PRINCE2), 1 expert holding 2 CFA levels, and nuclear energy specialists. Employees are active members of associations and unions (TBTA, EGIA, LBEA, FAA, LSIS, LGS), participants in academic society (KTU Business Council, LEI Supervisory Board, VU FF Council, Technological Development Committee under the Agency for Science, Innovation and Technology, etc.).

Total number of employees Lietuvos Energija, UAB AB LESTO Lietuvos Energijos Gamyba, AB UAB Technologijų ir Inovacijų Centras UAB Duomenų Logistikos Centras Energijos Tiekimas UAB Geton Energy SIA UAB Kauno Energetikos Remontas UAB Gotlitas UAB ELEKTROS TINKLO PASLAUGOS NT Valdos, UAB VšĮ Republikinis energetikų mokymo centras UAB LITGAS UAB VAE SPB Total

58 2409 502 161 19 20 1 230 9 516 235 166 12 1 4 339

Structure of education of the Company’s employees, per cent

91,38

6,90 1,7

10

20

Higher

30

40

50

Post-secondary

60

70

80

90

100

The total salary fund of the Group for January - March of 2014 was LTL 43.75 million.

The following was the average salary of the Group’s employees in January - March of 2014 Professional category CEOs Top level managers Mid-level managers Experts, specialists, workers

Average monthly salary, LTL 11.975 11.062 6.158 3.103

The total salary fund of the Company for January - March 2014 equalled to LTL 1 573 thousand.

The following was the average salary of the Company’s employees in January - March 2014 Professional category CEO Top level managers Mid-level managers Experts, specialists

Average monthly salary, LTL 18.000 13.593 11.644 6.420

Creation of organizational culture - together with the employees In the beginning of 2014, new Group values were approved along with the operating strategy of the Group. Intensive preparation for the implementation of values of the Group companies took place in Q 1 of 2014. Having involved all Group employees, these values will be instilled in all companies of the Group. In the continuation of the project started in 2013, the goal of which is the development and implementation of new work behaviours in line with the Company’s values and key operating goals and models, events for communicating values were held for mid-level managers and employees of Lietuvos Energijos Gamyba.

Secondary

Review of activities

17

In the beginning of 2014, employees of Lietuvos Energijos Gamyba signed a new version of the collective agreement with employer representatives, which was drawn up having held joint discussions, covering, on the basis of mutual interests, various matters of work organization, work conditions and remuneration, professional, social and economic guarantees for employees.

In Q 1 of 2014, a new version of the collective agreement was approved in the conference of LESTO employees, which will ensure greater protection for LESTO employees and grant them additional benefits unprovided for in the Labour Code of the Republic of Lithuania.

Development of competencies At the beginning of 2014, the Group conducted a 360° assessment of competences of (top and mid-level) managers of all Group companies and of all employees of Lietuvos Energija, Lietuvos Energijos Gamyba and Technologijų ir Inovacijų Centras. The aim of this assessment was to obtain a comprehensive evaluation of competences of co-workers, direct managers and subordinates, to define the areas of improvement based on results and to set targets for upcoming years.

The Lietuvos Energija group takes consistent care of qualification development of its employees and ensures that employees have all the mandatory certificates provided for by laws. In Q 1 of 2014, 2 218 employees took part in Lietuvos Energija group trainings.

In the implementation of the EU funded project Development of Social Dialogue, Lietuvos Energijos Gamyba together with trade unions held cooperation and conflict management trainings for power plant employees. NT Valdos singed a joint venture agreement in accordance with which six companies - partners agreed on joint implementation of the project Improvement of Professional Skills of Group Employees Seeking for Increased Competitive Advantage. Representatives of Kauno Energetikos Remontas took part in Innovation Management and Economy training programme intended for mid and top level managers of enterprises belonging to the Lithuanian Confederation of Industrialists. This company also arranged EU funded first aid trainings for three groups of employees and, in cooperation with Respublikinis energetikų mokymo centras, conducted an additional training and certification of employees working with lifting equipment.

The Group company LESTO devotes great attention to its best employees, thus a talent management system has been developed for several years. During Q 1 of 2014, employees included into the approved list of the company’s talents took part in various educational programmes - in skills development centres and trainings. Seeking for comprehensive education of the company’s talents, LESTO also contributed to funding studies of 4 talents in schools of higher education in Q 1 of this year.

Number of participants in trainings 1565

1600 1400 1200 1000 800 600 400

226

200 0

1

0

0

ET

ET LV

ET EE

200 48

ETP

KER

LE

92 LEG

LESTO

0

42

14

25

5

0

LITGAS

NTV

REMC

TIC

DLC

VAE spb

Review of activities

18

Internship In order to attract qualified specialists into the Group, Lietuvos Energija group actively cooperates with educational institutions and academic community. This year Lietuvos Energija group took part in four career day events arranged by Kaunas University of Technology, Vilnius Gediminas Technical University, University of Management and Economics (ISM), Riga Higher School of Economics (Stockholm School of Economics). The group company Kauno Energetikos Remontas signed a cooperation agreement with Kaunas Technical College and participated in a career day event held by this college, in a scientific - practical conference organized by Kaunas Technical College and Schmalkalden University of Applied Sciences Interaction between Sustainable Engineering and Modern Studies in the Context of Preparation of Specialists in the Area of Technology Science, where it made a presentation on the subject Interaction between Theory and Practice. Representatives of Kauno Energetikos Remontas also participated in international assessment of Electric Energy Study Programme at Kaunas Technical College and delegated its representative to the activities of a technical committee Welding and Material Science.

The Group companies create conditions for students of schools of higher education and vocational schools to apply their theoretical knowledge and gain practical skills. During three months of 2014, 78 students had internship in Group companies Lietuvos Energijos Gamyba, LESTO, Kauno Energetikos Remontas, Elektros Tinklo Paslaugos, and the Respublikinis energetik킬 mokymo centras. After their internship in Kauno Energetikos Remontas and Elektros Tinklo Paslaugos, 4 interns were employed under a fixed term and open-ended employment agreements.

Review of activities

19

4

Corporate governance The Lietuvos Energija group, the shareholder of which is the state of Lithuania, aims at ensuing efficient and transparent operations.

In order to achieve this goal, the Group reorganized its governance in 2013, and rearranged and improved its corporate governance.

The new governance structure and model of the Group has been developed in the application of the most advanced international and national practices, following recommendations published by the Organization for Economic Cooperation and Development, having regard to the Corporate Governance Code for companies listed on the NASDAQ OMX Vilnius exchange, Guidelines on the Governance of State-owned Enterprises recommended by the Baltic Institute of Corporate Governance. The corporate governance model of the power generation companies’ group was implemented in observance of the Corporate Governance Guidelines approved by the Ministry of Finance of the Republic of Lithuania of 7 June 2013 (the Guidelines are available at www.le.lt).

The main goal of corporate management is to achieve a synergy effect combining different activities of the Lietuvos Energija group companies and directing them towards the achievement of common goals of the entire Group.

The Group’s governance structure has been formed following the principles of corporate governance and contributes to the implementation thereof. The company’s shareholder is the state, holding 100% of its shares. The rights and obligations of the shareholder are implemented by the Ministry of Finance of the Republic of Lithuania, which adopts the main decisions related to the implementation of ownership rights and obligations.

Corporate governance

20

Supervisory bodies Supervisory Board The Supervisory Board is a collegiate supervisory body provided for in the articles of association of the Company and elected by the general meeting of shareholders for a term of four years. The Supervisory Board of Lietuvos Energija consists of 7 members -

Šarūnas Kliokys (born in 1959)

Antanas Danys (born in 1975)

Chairman, independent Independent member member

persons representing the Ministry of Finance, the Ministry of Economy, the Office of the Government of the Republic of Lithuania, and 3 independent members. The Chairman of the Supervisory Board is elected by the Supervisory Board from among its members. Such the model of formation of the Supervisory Board complies with the principles of corporate governance.

The Supervisory Board of Lietuvos Energija operating since 16 July 2013 and at the end of the reporting period (until 31 March 2014) was as follows:

Dr. Virginijus Lepeška (born in 1955)

Tomas Garasimavičius Aloyzas Vitkauskas (born in 1978) (born in 1954)

Žydrūnė Juodkienė (born in 1974)

Rasa Noreikienė (born in 1959)

Independent member

Member

Member

Member

Member

Educational background

Vytautas Magnus University, Baltic Management Institute, Degree in Business Administration (EMBA) Vilnius University, Economist’s Diploma.

Vilnius University Vilnius University Master’s Degree in BusiDoctor of Social Sciences. ness Administration (MBA) Boston College Bachelor’s degree.

Creighton University Political Science Master’s Studies Vilnius University IIRPS Political Science Master’s Studies Vilnius University TSPMI Bachelor’s Degree in Political Science.

Vilnius Civil Engineering Institute Post-graduate studies of technical sciences Vilnius Civil Engineering Institute Master’s Degree in Civil Engineering.

ISM University of Management and Economics Bachelor’s Degree in Management and Business Administration Mykolas Romeris University Master’s Degree in Law Vilnius Pedagogical University Diploma of History and Political Sciences.

Kaunas University of Technology Master’s Degree in Public Administration Vilnius University Lawyer’s Speciality.

Participation in the capital of the Company and Group companies , %

–

–

–

–

–

–

Workplace, position

Chairman of the Board of UAB Ekonovus Chairman of the Board and Director of UAB Avestis Chairman of the Board of UAB Šiaulių plento grupė.

Board Member of PE LieChairman of the Board of Advisor to the Prime Vice-minister of Finance of Vice-minister of Energy of tuvos Junior Achievement UAB Organizacijų vystymo Minister of the Republic of the Republic of Lithuania. the Republic of Lithuania.

Partner of United partners. centras Lithuania for Energy.

Board Member of the association Mentor Lietuva Board Member of PE Children’s Support Centre.

–

Vice-minister of Economy of the Republic of Lithuania.

Corporate governance

21

The main functions and responsibilities of the Supervisory Board cover the following areas: election and recall of members of the Board, supervision of activities of the Board and the CEO, provision of feedback on the Company’s strategy, a set of financial statements, allocation of profit (loss), and annual report for the general meeting of shareholders. The Supervisory Board also addresses other matters attributed to its competence.

The Supervisory Board is functioning at the Group level, .e. where appropriate, it addresses the issues related to the activities of the Company, its subsidiaries or their management and supervisory bodies.

Committees of the Supervisory Board For the purpose of effective fulfilment of its functions and duties, the Supervisory Board forms committees. The committees of the Supervisory Board provide their conclusions, opinions and proposals to the Supervisory Board according to their competence. The committee shall consist of at least three members, of whom at last one member must be a member of the Supervisory Board and at least one independent member.

The following committees function in Lietuvos Energija: • Risk Management Supervision Committee is responsible for the submission of conclusions or proposals to the Supervisory Board on the functioning of management and control system in the Group and (or) main risk factors and implementation of risk management or prevention measures;

the Supervisory Board, also for the assessment of activities of the Board and its members for issuing the respective opinion.

The functions of the Committee also cover the formation of the common remuneration polity at the Group level, establishment of the amount and composition of remuneration, incentive principles, etc.

Where appropriate, other committees may also be formed ad hoc (for example, for addressing specific matters, preparation, supervision and coordination of strategic projects, etc.).

Detailed description of supervisory bodies of the Company and listed companies of the Group is provided on p. 30-33.

• Audit Committee is responsible for the submission of objective and impartial conclusions or proposals to the Supervisory Board on the functioning of the audit and control system in the Group; • Nomination and Remuneration Committee is responsible for the submission of conclusions or proposals on the matters of nomination, recall or promotions of the Board members of

Corporate governance

22

Management bodies Board The Board is a collegiate management body provided for in the articles of association of the Company. Members of the Board are elected for the term of four and recalled by the Supervisory Board on the proposal of the Nomination and Remuneration Committee.

The Board comprising 5 members elects from its members the Chairman of the Board -the Chief Executive Officer of the Company. Members of the Board acting according to their competence must ensure the proper performance of the Company’s activities/ supervision of respective areas at the Group level.

The Board of Lietuvos Energija operating since 22 July 2013 and at the end of the reporting period (until 31 March 2014) was as follows:

Dr. Dalius Misiūnas (born in 1978)

Ilona Daugėlaitė (born in 1970)

Darius Kašauskas (born in 1972)

Mindaugas Keizeris (born in 1980)

Liudas Liutkevičius (born in 1980)

Educational background

Lund University Doctor’s degree in Technological Sciences Lund University Master’s Degree in Industrial Electrical Engineering and Automatics Kaunas University of Technology Bachelor’s Degree in Electrical Engineering.

Vilnius University Master’s Degree in Hydrogeology and Engineering Geology.

ISM University of Management and Economics Doctoral Studies of Social Sciences, Course of Economics ISM University of Management and Economics, BI Norwegian Business School Master’s Degree in Management Vilnius University Master’s Degree in Economics.

Vilnius University International Business Master’s Degree Vilnius University Business Administration and Management Bachelor’s Degree.

Vilnius University, International Business School International Business Finance Master’s Degree Vilnius University, International Business School International Business Bachelor’s Degree.

Participation in the capital of the Company and Group companies, %

–

–

–

–

–

Workplace, position, participation in activities of other enterprises and organisations

Lietuvos Energija, UAB, Board Chairman, CEO Lietuvos Energijos Gamyba, AB, Supervisory Board Chairman Association Eurelectric , Member of the Board of Directors National Lithuanian Electricity Association President KTU Alumni Association President.

Lietuvos Energija, UAB Board Member, Organisational Development Council Director LESTO AB, Supervisory Board Member UAB Technologijų ir inovacijų centras, Chairwoman of the Board UAB Elektros tinklo paslaugos, Board Member.

Lietuvos Energija, UAB Board Member, Finance and Treasury Service Director LESTO AB, Supervisory Board Chairman NT Valdos UAB, Board Member UAB Kauno energetikos remontas, Board Member UAB LITGAS, Board Member.

Lietuvos Energija, UAB, Board Member, Strategy and Development Service Director UAB Elektros tinklo paslaugos, Board Member Energijos tiekimas UAB, Board Member.

Lietuvos Energija, UAB, Board Member, Production and Service Director NT Valdos, UAB, Board Member Energijos tiekimas UAB, Board Member UAB Kauno energetikos remontas, Board Member UAB LITGAS, Board Member.

Corporate governance

23

5

Social responsibility The Lietuvos Energija group devotes special attention to the social responsibility and seeks to ensure that activities of the Group are based on principles of responsible activities enshrined in the Global Compact initiated by the United Nations. The Global Compact includes the implementation of 10 principles of responsible activities and encourages companies to avoid damage to the environment, community and other businesses, and to join their efforts with the United Nations, public authorities and non-governmental organizations in dealing with social and envi-

Environmental protection

ronmental issues, thereby contributing to the development of the society and economic growth. The Global Compact is based on the principles of human rights, employee rights, environmental and anti-corruption principles.

The model of socially responsible business of the Lietuvos Energija group is implemented through targeted and consistent activities in the following areas:

Relationships with employees and the society

The Association Investor’s Forum, which has been assessing and awarding companies, organizations and media representatives having contributed to the improvement of the country’s climate and business environment the most for the third consecutive year, declared LESTO the most responsible company in 2013. The Group company was awarded for its implemented social and public educational projects, targeted aspirations to foster relationships with its customers, promote transparency and conscious and responsible energy consumption.

Market operations

In Q 1 of 2014, LESTO was elected a member of the Lithuanian Association of Responsible Business (LAVA) Congress. The mission of LAVA is to promote the development of responsible activities as a condition of sustainable development in Lithuania. Collegiate bodies - a 3-member Council, a 7-member Congress and general meeting of members - lead the Association.

Social responsibility

24

Environmental protection The Lietuvos Energija group encourages the use of work equipment reducing costs and pollution as well as sustainable use of natural resources, is actively looking for ways for minimising the impact of energy objects on people and the environment, and investing in the environmentally friendly modern technologies. By implementing various environmental projects, the Group companies aim at minimising adverse effects of energy objects on people and the environment and encouraging the participation of the society in different initiatives related to environmental protection.

Waste management and sorting, moderate use of resources Waste sorting initiatives are carried out in the Lietuvos Energija group companies; there are special sorting containers intended for sorting plastic and paper. In cooperation with the association of purchasers of electronic equipment, LESTO also collects energy-saving light bulbs, small electronic devices and batteries at customer service centres, special containers for the disposal of small electronic devices and batteries were also set up in Lietuvos Energijos Gamyba divisions in ElektrÄ—nai, Kruonis, Kaunas and Vilnius. Since 2013, the Group company UAB Kauno Energetikos Remontas has been participating in the environmental project We Sort Waste in the Company aimed at sorting and collecting waste of electronic equipment, domestic appliances and accumulators generated in the process of operations of the companies and in households of their employees, reducing the discharge of such waste into the environment, educating and informing the society about waste sorting.

and protection measures provided for in the Integrated Pollution Prevention and Control (IPPC) permits.

In Q 1 of 2014, the Lithuanian Power Plant handed over for utilization 350 t of sewage sludge hazardous waste, 168.7 t of liquid fuel ash, 1180 t of construction debris, sold 163.8 t of electrical scrap, 691.7 t of ferrous metal scrap, 2.8 t of copper, 7.7 t of aluminium waste. During the first quarter of this year, about 60 MCM of household waste was generated, which was removed by a specialized company.

The Group’s company LESTO keeps encouraging its customers to give up paper bills and pay-books. More than 90 per cent of business customers of LESTO already use electronic bills.

During Q 1 of 2014, the Kruonis PSP handed over for utilization 4.018 t of hazardous waste, 0.574 t of non-hazardous waste, and sold 5.12 t of ferrous scrap. In Q 1 of 2014, about 8.32 of household waste was generated in the company; a specialized company removes collected household waste.

The Environmental Management System complying with requirements of LST EN ISO 14001:2005 has been implemented in objects of Lietuvos Energijos Gamyba. Also, subdivisions of Lietuvos Energijos Gamyba are implementing the requirements for the atmospheric, surface water, groundwater and oil pollution monitoring

During Q 1 of 2014, Kaunas HPP handed over for utilization 0.02 t of hazardous waste. A specialized company removes household waste collected in the territory of the object on the basis of a signed agreement; about 1.62 t of household waste was generated during the quarter.

Social responsibility

25

Initiatives for the society

sing negative consequences arising from irresponsible or malicious behaviour of residents.

The Group companies have actively contributed to the event of the traditional Days of Energy Professionals organized by the National Lithuanian Electricity Association (NLEA). On 17-18 April 2014, free educational events took place in the Lithuanian Energy and Technology Museum - field trips for the public, concert of the group Saulės Kliošas. During the field trips, visitors were able to get familiar with the Lithuanian energy system and relevant issues related thereto, find out more about the profession of an energy specialist.

In 2014, LESTO has been continuing its active cooperation with the Association of the Wardens of Municipalities of Lithuania, attended its meetings and conferences. The greatest support in fighting against thefts is the sense of community of residents - reports of residents help to quickly identify offenders, repair damaged transformers before they get burnt and supply of electricity to residents is interrupted. In Q 1 of 2014, upon the intensification of thefts from distribution grid installations in districts of Panevėžys, Pasvalys and Biržai, searches were conducted in active cooperation with police and local residents, 5 persons were arrested, and pre-trial investigations were initiated. In the assessment of identified theft cases it can be stated that 50 per cent of thefts are disclosed with the help of residents.

In order to contribute to educating the society, especially the young generation, on energy-related issues Lietuvos Energijos Gamyba willingly allows free field trips to objects managed by it: the combined-cycle unit, Kruonis Pumped Storage Power Plant and Kaunas Hydroelectric Power Plant. During the first quarter of 2014, 15 field trips were arranged, more than 250 representatives from various organizations and educational institutions, students and pupils visited the power plants.

Together with Elektrėnai library Lietuvos Energijos Gamyba has been arranging traditional events for the community of Elektrėnai region, where its core activity is based. A meeting with singing actors, a father and son duo Saulius and Jokūbas Bareikis, held in March of 2014 was already the sixth event in this cycle. The Company aims to gather the city and region community as well as its employees in one place providing them with an opportunity of meeting well-known, interesting and original people.

Long-term projects Large scale long-term social responsibility projects for children, youth and general public implemented by the Group company LESTO are characterized by active involvement of communities and different social groups, and ideas of safety, energy efficiency and conservation of the environment. The implementation of these projects was actively continued in Q 1 of 2014.

Operation 2020. This project is aimed at promoting responsible

behaviours with power grid installations, raising awareness of people about safe behaviour with electrical equipment and minimi-

To the extent required. The project is aimed at the development of reasonable energy use traditions of the society.

Green Protocol and Energy Efficiency Conference for Business.

For the fourth year companies are invited to join the Green Protocol. This is the only agreement of such nature in the country initiated by LESTO, whereby companies and organizations confirm that they have been introduced with the ideas of conservation of the environment promoting reasonable use of electric energy, approve these ideas and promise to apply them in practice. About 230 participants from more than 160 national companies seeking to get familiar with most relevant energy consumption efficiency trends and latest solutions allowing to decrease energy costs attended the annual conference on the rational use of energy held on 14 February 2014. A nomination of a Green Ambassador, which can be awarded to an employee of the Green Protocol company, who had promoted energy saving ideas in the company in the most creative and effective way, involved other employees or encouraged the implementation of innovative technologies, was introduced in the conference for the first time.

National education programme Sustainable School. In order to promote awareness of school communities and contribute to the creation of a sustainable, energy efficient and environmentally friendly Lithuanian society, LESTO and the Lithuanian Youth Cen-

Social responsibility

26

tre together with partners invited the country’s educational institutions to participate in an all-year-long educational programme Sustainable School. 70 educational institutions geographically located in various regions of Lithuania participating in the programme will carry out the first study of ecological footprint in Lithuania designed specifically for schools. An ecological footprint is a measure, which shows the quantity of planet resources required for meeting the needs of human consumption. The aim of the Sustainable School project is to contribute to the creation of communities of sustainable educational institutions able to efficiently manage and use the resources combining the environmental protection, social justice and economic development. PI Pakuočių tvarkymo organizacija, UAB Schneider Electric Lietuva, UAB Mano Būstas and the National Consumer Federation have been assisting in the implementation of this project.

Electromagic. This educational initiative of LESTO is aimed at rai-

sing awareness of children and youth about the benefits, threats and safety of electric energy. The purpose of this initiative is to teach youth safe behaviour with electricity and electrical equipment, stimulate their interest in responsible use of electricity, environmental protection and ideas of sustainable development.

Various initiatives aimed at educating children about safe behaviour with electricity are continued in 2014. In the beginning of this year, pre-school and school-age children were invited to take part in the board game design competition aimed at deepening electricity-related knowledge of physics; the game develops logical thinking skills, encourages the knowledge of electricity and technology world and, among all other things, develops creativity and drawing skills. The project Electromagic.lt was also introduced in a new way of interactive lessons aimed at school-age children. LESTO representatives held the first interactive lesson Electrified Ideas for seventh grade students of Vilnius Jesuit High School. During the lesson, not only did children learn about safe and unsafe methods of the use of electricity, but also played games and quizzes encouraging efficient use of electricity. Students having the best knowledge of rational consumption were awarded special prices, while all remaining students in the class received manuals on the rational use of electricity A Book of Recipes published by LESTO.

Social responsibility

27

6

Key information about the Company and the Group The interim report of Lietuvos Energija and its subsidiaries is prepared in observance of Resolution No. 1052 of the Government of the Republic of Lithuania of 14 July 2010 On the Approval of the Guidelines for Ensuring the Transparency of Activities of State-Owned Enterprises and Appointment of the Coordinating Authority, and published on the Company’s website at www.le.lt.

Company’s name

Lietuvos Energija, UAB

Company’s code

301844044

Authorised capital

LTL 4 179 849 289

Paid up authorized capital

LTL 4 179 849 289

Address

Žvejų str. 14, LT-09310, Vilnius, Lithuania

Phone

(8 5) 278 2998

Fax

(8 5) 278 2115

E-mail

biuras@le.lt

Website

www.le.lt

Legal form

Private Limited Liability Company

Date and place of registration

28 August 2008, in the Register of Legal Entities

Register, where data about the Company are collected and kept

Register of Legal Entities, SE Centre of Registers

On 13 February 2013, the Company’s shares were transferred to the Ministry of Finance by the right of trust.

As at 31 March 2014, the Company’s share capital totalled LTL 4 179 849 289 (as at 31 December 2013 it was LTL 4 067 163 632).

On 31 December 2013 and 31 March 2014 the authorised capital was divided into ordinary registered shares of LTL 1 par value per share. All shares are fully paid up.

Shareholders of the Company Republic of Lithuania represented by the Ministry of Finance of the Republic of Lithuania

Share capital (LTL thousand) 4 179 849

% 100

Key information about the Company and the Group

28

Information on subsidiaries, branches and representative offices At the end of the reporting period (31 March 2014) Lietuvos Energija, UAB directly or indirectly controlled the following companies: Company

Head office address of the Company

Effective shareholding, 31 31 03 2014 (%)

Authorised capital (LTL thou.)

31 03 2014

Main activity

Lietuvos Energijos Gamyba, AB

Elektrinės str. 21, Elektrėnai

96.1

635.084

Electricity generation, supply, import, export and trade

AB LESTO

Žvejų str. 14, Vilnius

82.6

603.945

Electricity supply and distribution to consumers

NT Valdos, UAB

Geologų str. 16, Vilnius

88.0

314.001

Disposal of real property, other related activities and provision of services

UAB Duomenų logistikos centras

A. Juozapavičiaus str. 13, Vilnius

79.3

58.907

UAB Technologijų ir inovacijų centras

A. Juozapavičiaus str. 13, Vilnius

85.8

10

VšĮ Respublikinis energetikų mokymo centras

A. Jeruzalės str. 21, Vilnius

79.6

294

UAB ELEKTROS TINKLO PASLAUGOS

Motorų str. 2, Vilnius

82.6

18.904

UAB Kauno energetikos remontas

Chemijos str. 17, Kaunas

96.1

14.245

Repairs of electric installations, manufacture of metal structures

Gotlitas UAB

R. Kalantos str. 119, Kaunas

96.1

1.450

Accommodation services, trade

Energijos tiekimas UAB

Jeruzalės str. 21, Vilnius

96.1

750

Supply of electricity and natural gas

Geton Energy OŪ

Narva mnt 5, 10117 Tallinn

96.1

121

Supply of electricity

Geton Energy SIA

Bezdelingu 12, LV-1010 Rīga

96.1

99

Supply of electricity

UAB VAE SPB

Žvejų str. 14, Vilnius

100

10

Advisory business and other management activities

UAB LITGAS

Gedimino av. 33-2, Vilnius

66.7

3.000

ITT maintenance services Provision of ITT and other services Professional development and continuing vocational education and training of energy sector specialists Construction, repairs, technical maintenance of power grids and related installations, connection of consumers to power grids

Supply LNG via terminal and trade in natural gas

Key information about the Company and the Group

29

Key events related to changes in the Group having occurred before the report date

• UAB Duomenų logistikos centras Director of Sales Department Tomas Vitkus was appointed as a CEO at interim of UAB Duomenų logitikos centras (17 April 2014).

• In the implementation of Resolution No. 120 of the Government of the Republic of Lithuania On Investing the State Property and Increasing the Companies’ Authorised Capital of 12 February 2014, the Ministry of Finance of the Republic of Lithuania transferred to Lietuvos Energija ,UAB 51 454 638 state-owned registered ordinary shares of public company Lietuvos Dujos with a par value of LTL 1, entitling to 17.7 per cent of votes at the general meeting of shareholders of AB Lietuvos Dujos (21 February 2014).

• Lina Paukštė was elected as an independent Board member of NT Valdos, UAB (17 April 2014).

• Appointed new Board members of UAB Duomenų logistikos centras - Production and Service Director at Lietuvos Energija, UAB Liudas Liutkevičius and Strategy and Development Director at Lietuvos Energija, UAB Mindaugas Keizeris (18 March 2014).

• Rimvydas Štilinis was appointed as a CEO at interim of UAB VAE SPB (10 May 2014).

• The meeting of shareholders of Nordic Energy Link AS (hereinafter - NEL), the shareholder of which is Lietuvos Energija, UAB, made a decision to liquidate NEL. The company established in 2004 had a task to implement the project of connecting energy systems of the Baltic States and Finland by laying an electricity cable Estlink 1. The cable was transferred to Estonian and Finish transmission system operators Elering and Fingrid on 30 December 2013, thus shareholders of NEL made a decision on the liquidation of the company, as provided for in the incorporation agreement of NEL. Lietuvos Energijos Gamyba, AB owns a package of 25 per cent of shared of NEL (19 March 2014).

• Lietuvos energija, UAB acquired from Group companies Lietuvos Energijos Gamyba, AB and AB LESTO their owned packages of 54.04 per cent and 24.94 per cent, respectively, of shares of UAB Duomenų Logistikos Centras. Having concluded this transaction, Lietuvos Energija, UAB now owns 79.34 per cent of shares of UAB Duomenų Logistikos Centras (31 March 2014).

• Remigijus Štaras was elected as an independent Board member of Energijos tiekimas, UAB (1 April 2014).

• Nerijus Stasiulionis was elected as an independent Board member of UAB Kauno Energetikos Remontas (2 April 2014).

• Vilius Nikitinas was elected as an independent Board member of UAB ELEKTROS TINKLO PASLAUGOS (17 April 2014).

• Kęstutis Betingis was elected as an independent Board member of UAB LITGAS (18 April 2014).

• Aurimas Bakas was elected as an independent member of the Board of UAB Duomenų Logistikos Centras (30 April 2014).

• Lietuvos Energija, UAB signed agreements with the German company E.ON Ruhrgas International, whereby it took over 38.9 per cent of shares of public company Lietuvos Dujos and 11.76 per cent of shares of AB LESTO (21 May 2014).

Supervisory bodies As of 31 March 2014, the Supervisory Board of Lietuvos Energijos Gamyba, AB comprised:

Full name, position

Participation in the capital of the Company and of the Group companies, %

Dr. Dalius Misiūnas Chairman

-

05-08-2013- CEO and Chairman of 05-08-2017 the Board of Lietuvos Energija, UAB

Pranas Vilkas Independent member

-

05-08-2013- 05-08-2017

Liudas Liutkevičius Member

-

05-08-2013- Production and 05-08-2017 Services Director of Lietuvos Energija, UAB

Period of tenure

Workplace

Key information about the Company and the Group

30

As of 31 March 2014, the Supervisory Board of AB LESTO comprised:

Full name, position

Participation in the capital of the Company and of the Group companies, %

Darius Kašauskas Chairman

-

Petras Povilas Čėsna Independent member

-

Ilona Daugėlaitė Member

-

Period of tenure

Workplace

31-07-2013- Finance and Treasury 31-07-2017 Director of Lietuvos Energija, UAB 30-09-2013- LITEXPO Board 31-07-2017 Chairman 31-07-2013- Organisational Deve31-07-2017 lopment Director of Lietuvos Energija, UAB

Committees of the Supervisory Board As of 31 March 2014, the Supervisory Board committees formed in the Company, as a parent company of the Group, included the Audit, Risk Management Supervision, Nomination and Remuneration Committees.

Audit Committee Full name, position

Number of shares held in the Company and in the Group companies

Rasa Noreikienė Chairwoman of the Committee Danielius Merkinas Independent member

-

Aušra Vičkačkienė Member

-

Gintaras Adžgauskas Member

-

-

Workplace Ministry of Economy of the Republic of Lithuania, Vice-minister UAB Nordnet, Finance Director Ministry of Finance of the Republic of Lithuania, Asset Management Department Director Director of the Lithuanian Member Committee, World Energy Council

Main functions of the Committee: • Monitoring the process of preparation of financial statements of the Company and Group companies, with a special focus on the adequacy and consistency of used accounting methods; • Monitoring the efficiency of the internal control and risk management systems of the Company and Group companies, analysis of the need for, and adequacy of, these systems and perform the review of the existing internal control management systems; • Monitoring the adherence to the principles of independence and objectivity by the certified auditor and audit company, provision of related recommendations, as well as proposals for the selection of an audit company; • Monitoring the audit performance processes of the Company and Group companies, examining the effectiveness of audit and response of the administration to the recommendations provided by the audit company in the management letter; • Monitoring the effectiveness of the internal audit function of the Company and Group companies, analysis of the need for, and adequacy of, this function, provision of recommendations on the need for, effectiveness of, the internal audit function, and on other internal audit related matters; • Providing proposals for the internal audit plans of the Company and Group companies, recommendations for the regulations of the internal audit units of the Company and Group companies, appointment and dismissal of the head of a structural unit performing the functions of the internal audit, approval of his (her) job description, imposition of incentives and penalties; • Monitoring the compliance of activities of the Company and Group companies with laws and other legal acts of the Republic of Lithuania, articles of association and business strategy; • Assessment and analysis of other issues attributed to the competence of the Committee by decision of the Supervisory Board; • Performance of other functions related to the functions of the Committee set forth by legal acts of the Republic of Lithuania and in the Corporate Governance Code of companies listed on NASDAQ OMX Vilnius stock exchange.

Key information about the Company and the Group

31

Nomination and Remuneration Committee

Risk Management Supervision Committee

Full name, position

Number of shares held in the Company and in the Group companies

Antanas Danys Chairman of the Committee Raimundas Petrauskas Independent member Donatas Kaubrys Independent member

-

Žydrūnė Juodkienė Member

-

Tomas Garasimavičius Member

-

-

Workplace

Full name, position

PE Lietuvos Junior Achievement, Board Member CEO of Schmitz Cargobull Baltic, UAB Director of Dovirma, UAB

Aloyzas Vitkauskas Chairman of the Committee Virginijus Lepeška Independent member

Ministry of Energy of the Republic of Lithuania, Vice-minister Advisor to the Prime Minister of the Republic of Lithuania for Energy

Tomas Garasimavičius Member

Number of shares held in the Company and in the Group companies -

Workplace Ministry of Finance of the Republic of Lithuania, Vice-minister Board Chairman of UAB Organizacijų vystymo centras Advisor to the Prime Minister of the Republic of Lithuania for Energy

Main functions of the Committee

• Monitor the identification, assessment and management of risks relevant for the accomplishment of goals of the Company and Group companies;

• Assess and provide proposals on the long-term remuneration policy of the Company and Group companies (the main fixed part of the remuneration, performance based remuneration, pension insurance, other guarantees and forms of remuneration, compensations, severance pays, other parts of the remuneration package), other principles of compensation for costs related to the individual’s performance;

• Assess the adequacy of internal control procedures and risk management measures to the identified risks;

• Assess and provide proposals on the policy of bonuses of the Company and Group companies;

Main functions of the Committee:

• Assess the status of implementation of risk management measures; • Monitor the implementation of risk management process; • Analyse financial possibilities for the implementation of risk management measures; • Assess the risks and risk management plan of the Company and Group companies; • Assess the regular risk identification and assessment cycle; • Control the establishment of risk registers, analyse their data and provide proposals; • Monitor the drafting of risk management related internal documents; • Perform other functions attributed to the competence of the Committee by decision of the Supervisory Board.

• Monitor the compliance of the policy of remunerations and bonuses of the Company and Group companies with the international practice and good governance practice recommendations, and provide respective proposals for the improvement of the policy of remunerations and bonuses; • Provide proposals concerning bonuses upon distribution of distributable profit (losses) of the Company and Group companies of the respective financial year; • Assess the terms and conditions of agreements of the Company and Group companies with members of management bodies of the Company and Group companies; • Assess the procedures of recruitment and selection of candidates to members and senior management of the Company and Group companies and establishment of the qualification requirements; • Perform regular reviews of the structure, size, composition and activities of the management and supervisory bodies of the Company and Group companies;

Key information about the Company and the Group

32

• Upervise how members of management bodies and employees of the Company and Group companies are notified of the professional development possibilities and how they upgrade their skills regularly; • Supervise and assess the implementation of measures ensuring the continuity of operations of the management bodies and employees of the Company and Group companies; • Perform other functions attributed to the competence of the Committee by decision of the Supervisory Board.

Management bodies As of 31 March 2014, the Board of Lietuvos Energijos Gamyba, AB comprised: Participation in the capital of the Company and of the Group companies, %

Period of tenure

Juozas Bartlingas Chairman

-

17-09-201317-09-2017

CEO of Lietuvos Energijos Gamyba, AB

Adomas Birulis Member

-

17-09-201317-09-2017

Eglė Čiužaitė Member

-

17-09-201317-09-2017

Darius Kucinas Member

-

17-09-201317-09-2017

Vidmantas Salietis Member

-

17-09-201317-09-2017

Business Development Department Director of Lietuvos Energijos Gamyba, AB Finance and Legal Department Director of Lietuvos Energijos Gamyba, AB Production Department Director of Lietuvos Energijos Gamyba, AB Wholesale Electricity Trade Department Director of Lietuvos Energijos Gamyba, AB

Full name, position

As of 31 March 2014, the Board of AB LESTO comprised:

Full name, position

Participation in the capital of the Company and of the Group companies, %

Period of tenure

Aidas Ignatavičius Chairman

-

17-09-201317-09-2017

CEO of AB LESTO

Andrius Bendikas Member

-

17-09-201317-09-2017

Dalia Andrulionienė Member

-

17-09-201317-09-2017

Sergejus Ignatjevas Member

-

17-09-201317-09-2017

Finance and Administration Depart met Director of AB LESTO Personnel and Communication Division Director of AB LESTO Customer Service Division Director of AB LESTO

Workplace

Workplace

Manager: Aidas Ignatavičius, Chief Executive Officer of AB LESTO

Manager: Juozas Bartlingas, Chief Executive Officer of Lietuvos Energijos Gamyba, AB

Key information about the Company and the Group

33

Information about agreements with intermediaries of public trading in securities Lietuvos Energija has not concluded any agreements with intermediaries of public trading companies, because its securities are not traded on the stock exchange.

Group companies: Lietuvos Energijos Gamyba, AB

Lietuvos Energijos Gamyba, AB On 1 September 2011, the shares of Lietuvos Energijos Gamyba were included into the Main List of the NASDAX OMX Vilnius stock exchange. The Company’s shares are traded on NASDAQ OMX Vilnius stock exchange (hereinafter referred to as the VSE).

As at 31 March 2014, the Company had issued 635 083 615 ordinary registered shares of LTL 1 par value.

Issue ISIN code: LT0000128571.

Lietuvos Energijos Gamyba has concluded the securities accounting agreement on the accounting of securities issued by the issuer and management of personal securities accounts with Swedbank, AB.

AB LESTO

AB LESTO

As at 31 March 2014, the Company had issued 603 944 593 ordinary registered shares of LTL 1 par value.

The authorized manager of securities accounts of LESTO is Swedbank, AB.

Ordinary registered shares of LESTO have been listed on the Main List of the NASDAX OMX Vilnius stock exchange since 17 January 2011.

Issue ISIN code LT0000128449.

Trading in securities of the Group companies on regulated markets.

Chief Executive Officer 30 May 2014

Dr. Dalius MisiĹŤnas

Key information about the Company and the Group

34