Convocation of the Extraordinary General Meeting of LITGRID AB shareholders
Extraordinary General meeting of LITGRID AB shareholders, initiated and decided by the Board, is summoned on 16 August 2022, 10:00 a.m. (company code 302564383, registered at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius). The meeting will be held in room 229, at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius. Beginning of shareholders' registration: 16 August 2022, 9:30 a.m. End of shareholders' registration: 16 August 2022, 9:55 a.m.
The record date of the extraordinary general meeting of shareholders has been set for 8 August 2022. The right of participation and voting in the extraordinary general meeting of shareholders can be exercised only by the persons who remain shareholders of LITGRID AB by the end of the record date of the extraordinary general meeting of shareholders.
Agenda and proposed draft resolutions of the general meeting of shareholders:
- Regarding approval of LITGRID AB Board’s decision of 22 July 2022 (minutes No. 16)
- Approve to amend the material conditions of the contract “No 21VP-SUT-220 for design and work of reconstruction of the 330 kV air line Darbėnai - Bitėnai (LN 330) with AB „Kauno tiltai“ (legal entity code 133729589) ir UAB „LITENERGOSERVIS“ (legal entity code 302244515),
- The Contract price – the amount of 7 727 226,02EUR, exclusive of VAT, is allocated additionally for the performance of the Contract; the total Contract price is 54 657 226,02 EUR, exclusive of VAT.
- 3.4. point of Pricing rules is laid down as follows:
"If the value of the price index of construction cost elements published by the Statistics Department of the Republic of Lithuania (www.stat.gov.lt) "All construction costs" (hereinafter - the Index) within 6 months or longer, which is calculated from the conclusion of the Agreement (or from the last price of the Agreement recalculation due to a change in the Index, if the Contract price was recalculated), changed by 5% or more, the Contract price may be recalculated at the initiative of any of the Parties. The recalculation of the contract price is not based on the Index published by the Statistics Department of the Republic of Lithuania, but on individual materials and products ("concrete and reinforced concrete products", "concrete and mixtures", "electrotechnical materials", "metal products", "pipes"), "machines and mechanisms labour', 'wages and overheads' indices' (hereinafter - Conversion indices)."
- 3.8. point of Pricing rules is laid down as follows:
"For the first recalculation of the Contract price, it is used the month of the Contract conclusion, i.e. in 2021 November, conversion indices. In case of subsequent recalculations, the value of the Index at the beginning of the period shall be as it was the value of the Index at the end of the period (as specified in the Agreement)."
- To authorise the CEO of LITGRID AB to make decision, without a separate decision of the Board of LITGRID AB, regarding the change of the essential condition of the Contract - the Contract price - by reducing the price without any restrictions or by increasing the price by entering into agreements on the acquisition of additional works and/or on a reasonable increase in the prices of materials/equipment, if the total amount of all agreements on the prices of additional work does not exceed 10% (that is, 5 465 722,6 EUR, exclusive of VAT) of the original Contract price.
- To oblige the CEO of LITGRID AB to inform the Board, before making such a decision, by e-mail of the decisions made in Point II. of this Decision regarding the amendment of the material condition of the Contract.
The shareholders may familiarize themselves with the Draft Resolutions of the General Meeting of Shareholders and supplementary material thereof, also with the implementation of the shareholders’ rights on the Central Database of Regulated Information www.crib.lt and at Company’s website www.litgrid.eu.
The shareholders of the Company, whose shares are entitled to at least 1/20 of the total number of votes, shall have the right to supplement the agenda for the General Meeting of Shareholders. The proposal to supplement the agenda shall be submitted in writing and sent by registered mail or delivered to the head office of the Company to the address: Karlo Gustavo Emilio Manerheimo st. 8, LT-05131 Vilnius (the “Head Office”). Draft Resolutions on the proposed issues or, when it is not mandatory to adopt resolutions, explanatory notes on each proposed issue of the agenda of the General Meeting of Shareholders must be presented alongside with the proposal. The agenda will be supplemented if the proposal is received not later than on 1 August 2022.
The shareholders entitled to at least 1/20 of the total number of votes shall have the right, at any time before the General Meeting of Shareholders or during the Meeting, to propose in writing new draft resolutions on the items put on the agenda of the General Meeting of Shareholders. Such a proposals must be executed in writing and sent to the Company by registered mail or delivered to the Head Office of the Company. The proposal submitted during the course of the Meeting must be executed in writing and handed over to the Secretary of the General Meeting of Shareholders.
The shareholders shall have the right to submit questions to the Company in advance, but not later than on 16 August 2022, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 9 August 2022. Questions must be executed in writing and delivered to the Company by registered mail or to the Head Office of the Company. The Company will not present any answer to the question submitted by a shareholder personally to him in the case relevant information is available on the Company’s website www.litgrid.eu.
Any shareholder shall be entitled to authorize a natural or legal person to participate and vote in his name at the General Meeting of Shareholders. The proxy of the shareholder must present the document confirming the person’s identity and the certified Power of Attorney issued and valid in accordance with the law, which must be delivered to the Head Office not later than before the end of the registration of the attendees of the General Meeting of Shareholders. During the General Meeting of Shareholders, the proxy exercises the same rights as the shareholder he is representing should. The form of the Power of Attorney to represent at the General Meeting of Shareholders is available on the website of the Company: www.litgrid.eu.
The shareholders who have the right to take part in the general meeting of shareholders shall have the right to authorize, by electronic communication means, a natural person or a legal entity to take part and vote in their name in the general meeting of shareholders. This proxy shall not be certified by a notary. The Company shall acknowledge the proxy issued by electronic means of communication only in case where the shareholder signs it using electronic signature created using secure signature software and approved by the appropriate certificate valid in the Republic of Lithuania, i.e. if the security of transmitted information is ensured and the shareholder can be identified. The shareholder is obliged to notify the Company in writing about the proxy issued by the means of electronic communication sending it by e-mail at email@example.com until the close of business day (4:30 p.m.) of 12 August 2022.
On the issues on the agenda of the General Meeting of Shareholders, the Shareholders may vote in writing by filling in a General Ballot Paper. On the shareholder’s request, the Company, not later than 10 days before the day of the General Meeting of Shareholders, will send a General Ballot Paper by registered mail free of charge or submit it in person against signature to the shareholder. The shareholder or his proxy must undersign the filled in General Ballot Paper. If the General Ballot Paper is signed by a person who is not a shareholder, a document certifying his right to vote must be appended to the filled in Ballot Paper. The duly filled in General Ballot Paper must be delivered to the Company by registered mail or submitted against signature at the Head Office not later than before the end of registration of the attendees of the General Meeting of Shareholders. The form of the General Ballot Paper is available on the website of the Company: www.litgrid.eu.
On the day of convocation of the General Meeting of the Shareholders the total number of shares was 504 331 380. All these shares grant voting right.
Information referred to in Articles 262 of the Law on Companies of the Republic of Lithuania shall be available on the website of the Company: www.litgrid.eu. Information about the additions to the agenda, as well as decisions made by the general meeting shall be also available on the Central Database of Regulated Information www.crib.lt.
No electronic communication means will be used for participation and voting in the general meeting of shareholders.
- General ballot paper.
The individual authorized by LITGRID AB to provide additional information:
Phone: +370 613 19977