Lietuvos Dujos' management board endorsed the terms and conditions on Wednesday, but Gazprom's representatives on the board, Valery Golubev and Kiril Seleznev, "voted for the approval with a reservation," the company said in a statement published on the NASDAQ OMX Vilnius website on Thursday.
Gazprom's representatives said that the Russian group was forced to approve the reorganization of the company under pressure from Lithuania's authorities.
However, the members of the board said that by voting in favor of the document, they reserve all the rights granted to them under Lithuanian and EU legislation, as well as an agreement between Russia and Lithuania on the promotion and protection of investments.
Lietuvos Dujos said that the document sets out the terms and conditions for the establishment of a new company that will take over the natural gas transmission operations, as well as its assets, rights and obligations.
Lietuvos Dujos' unbundling plan, approved by the regulator last year, calls for its gas transmission activities to be spun off into a new company by July 31, 2013, and distribution activities to be transferred to a newly-established subsidiary by October 31, 2014.
As part of the reorganization, which is aimed at bringing the company into line with the EU's third energy package and is to be completed by October 2014, the spun-off company will own the gas transmission pipelines, Lietuvos Dujos will continue to operate as a gas supplier, and the newly-established subsidiary will take over the distribution functions.
Gazprom currently owns 37.06 percent of shares in Lietuvos Dujos, E.ON Ruhrgas International holds 38.9 percent, and the Energy Ministry holds 17.7 percent.
Lietuvos Dujos is quoted on the blue-chip Main List of the Vilnius stock exchange.