Under the initiative and decision of the Board of LITGRID AB (company code 302564383, registered office address: Karlo Gustavo Emilio Manerheimo g. 8, LT-05131, Vilnius) (hereinafter “LITGRID”, the “Company”), the Extraordinary General Meeting of Shareholders of LITGRID is convened at the Company’s registered office (address: Karlo Gustavo Emilio Manerheimo g. 8, LT-05131, Vilnius, hall No. 229) on 17 April 2025, at 10:00 a.m.
The agenda of the Extraordinary General Meeting of Shareholders of LITGRID:
1) Regarding the approval of the Decision of 26 March 2025 of the Board of LITGRID AB
The beginning of the shareholders' registration: at 9:30 a.m., on 17 April 2025.
The end of the shareholders' registration: at 9:55 a.m., on 17 April 2025.
The record date of the Extraordinary General Meeting of Shareholders: 10 April 2025. The right of participation and voting at 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.
A person participating at the General Meeting of Shareholders and entitled to vote must provide a document confirming the person’s identity. A person who is not a shareholder shall, in addition to the afore-mentioned document, provide a document confirming his/her right to vote at the General Meeting of Shareholder.
Participation and voting at the General Meeting of Shareholders by electronic means shall not be possible.
On 26 March 2025, the Board of LITGRID AB approved the agenda of the Extraordinary General Meeting of Shareholders and the draft decisions of the Meeting:
1) Regarding the approval of the Decision of 26 March 2025 of the Board of LITGRID AB
The draft decision:
“1. To approve the Decision of 26 March of 2025 of the Board of LITGRID AB regarding the conclusion of the contract “Reconstruction of the 330 kV overhead line Tytuvėnai-Kaunas” with the group of the suppliers AS “Connecto Infra” and UAB “Connecto Lietuva“, and to approve the essential terms of this contract:
1.1. The parties to the contract: LITGRID AB, legal entity code 302564383, registered office address: Karlo Gustavo Emilio Manerheimo st. 8, LT-05131 Vilnius, and AS “Connecto Infra“, legal entity code 10722319, address: Tuisu 19 Tallinn 11314 Estonia and UAB “Connecto Lietuva”, legal entity code 304915315, address: Riešės g. 2, Riešės k., Vilniaus r.
1.2. The object of the contract: “Reconstruction of the 330 kV overhead line Tytuvėnai-Kaunas”.
1.3. The term for the fulfilment of obligations (time for completion):
Time for completion is 1,370 days from the date of the conclusion of the Contract:
- Stage I: 620 days from the date of the conclusion of the Contract;
- Stage II: 1,370 days from the date of the conclusion of the Contract.
1.4. The price and/or pricing, payment procedure, reserve and rules for changing them:
1.4.1. The Contract price – EUR 42,493,742, excl. VAT.
1.4.2. The pricing, reserve. The Contract is subject to pricing which is based on the price revision. Each payment for the works performed will be agreed in advance as a percentage of the Contract price. Payments will be linked to the achievement of the interim results. The Contract establishes 151 interim payment stages.
The reserve. Not applicable.
1.4.3. The payment procedure: The advance payment – 10% of the initial Contract price upon presentation of the advance payment bank guarantee by the Contractor.
The payment: the Client shall pay to the Contractor:
- the amount confirmed in each Interim Payment Certificate within 30 days after the
receipt of the Report and the supporting documents by the FIDIC Engineer; and
- the amount confirmed in the Final Payment Certificate within 30 days after the receipt of this Payment Certificate by the Client.
1.4.4. Rules for changing the Contract price: Revisions due to the price change – if the value of the construction input price index “Total Construction Input” (the “Index”), which is published by the State Data Agency, changes by 5% or more over a period of 6 months or longer period, which is calculated from the date of the submission of the tenders for the Procurement (or from the last recalculation of the Contract price due to
the change in the Index, if the Contract price was recalculated), then the Contract price shall be subject to a recalculation at a written request of either Party.
The recalculation of the Contract price is based on the indices for individual materials and products published by the State Data Agency (including "Concrete and ferroconcrete products", "Concrete and mortar", "Electrical engineering materials", "Metal", "Pipes", "Building materials"), "Machine and mechanisms labour", "Wages and salaries and overheads" (the “Indices”).
Revisions due to amendments to laws – the Contract price may be revised in view of any increase or decrease in the price resulting from amendments to the local laws (including the entrance into force of new laws and annulment or amendments of the effective laws) or from legal or official interpretation of such laws conducted by the public authorities after the Commencement Date and affecting the performance of contractual obligations of the Contractor.
1.5. Security for the fulfilment of obligations: The amount of the performance security – 10% of the Contract price.
The compensation for delay:
- Stage I. 0.02% a day of the amount payable for Stage I (excluding VAT);
- Stage II. 0.04% a day of the amount payable for Stage II (excluding VAT).
The maximum amount of the default interest is equal to 10% of the Contract price (excluding VAT).
The amount of retained payments is equal to 10% of the accepted Contract price.
The warranty period assurance:
- 10% of the Contract price (including VAT) for the first year after the date of the Construction Completion Certificate;
- 5% of the Contract price (including VAT) for the remaining period after the date of the Construction Completion Certificate.
2. To authorise the Chief Executive Officer of LITGRID AB (with the right to sub-delegate) to agree other (non-essential) terms of this contract and to sign this contract.”
The shareholders may familiarise themselves with the draft resolutions of the General Meeting of Shareholders and other additional materials related to the General Meeting of Shareholders also with the implementation of the shareholders’ rights at the Central Database of Regulated Information www.crib.lt and on the Company’s website www.litgrid.eu.
The shareholders of LITGRID, whose shares are entitled to at least 1/20 of the total number of votes, 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 g. 8, LT-05131 Vilnius (the “Head Office”). The 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 the proposal. The agenda will be supplemented if the proposal is received not later than by 3 April 2025.
The shareholders entitled to at least 1/20 of the total number of votes 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 proposal must be made in writing and submitted to the Company by registered mail or delivered to the Head Office. The proposal submitted during the meeting must be formalized in writing and delivered to the Secretary of the General Meeting of Shareholders.
The shareholders have the right to submit questions to the Company regarding the agenda of the Extraordinary General Meeting of Shareholders to be held on 17 April 2025, in advance, but not later than by 14 April 2025. Questions must be formalized in writing and delivered to the Company by registered mail or to the Head Office. The Company will not provide any answer to the question submitted by a shareholder personally to him / her in case relevant information is available on the Company’s website www.litgrid.eu.
Each shareholder has the right to authorise a natural or legal person to participate and vote on his/her behalf at the General Meeting of Shareholders. The proxy holder of the shareholder must have the document confirming the person’s identity and the Proxy certified in accordance with the procedure established by the laws, which must be delivered to the Head Office not later than before the end of the registration of the attendees of the Extraordinary General Meeting of Shareholders. At the Extraordinary General Meeting of Shareholders, the proxy holder has the same rights as would be held by the shareholder represented by him/her. The form of the Proxy for the representation at the General Meeting of Shareholders is available on the website of the Company www.litgrid.eu.
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/her proxy holder 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 / her right to vote must be appended to the filled in Ballot Paper. The duly filled 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 Extraordinary 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 Extraordinary General Meeting of the Shareholders the total number of shares was 504,331,380. All these shares grant a voting right.
Information referred to in Article 262 of the Law on Companies of the Republic of Lithuania will be available on the website of the Company www.litgrid.eu.
Information about the additions to the agenda, as well as resolutions adopted by the general meeting will also be available on the Central Database of Regulated Information www.crib.lt.
ANNEXES:
- General Ballot Paper.
- Proxy Form. More information: Jurga Eivaitė
Communications Project Manager
+370 613 19977
jurga.eivaite@litgrid.eu
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