Convocation of Ordinary General Meeting of Litgrid Shareholders
Vilnius, Lithuania, 2015-03-31 19:41 CEST --
On the initiative and upon decision of the Board, taking into account proposals from the Supervisory Council, Litgrid (company code 302564383, registered office address A. Juozapavičiaus g. 13, Vilnius) calls ordinary meeting of Litgrid shareholders on April 24, 2015, at 10.00 am. The meeting will take place in company Room 226, A. Juozapavičiaus g. 13, Vilnius. The registration of shareholders starts on April 24, 2015, at 9.30 a.m. The registration of shareholders ends on April 24, 2015, at 9.55 a.m.
The record date of the ordinary general meeting of shareholders has been set for April 17, 2015. The right of participation and voting in the ordinary general meeting of shareholders can be exercised only by the persons who remain shareholders of Litgrid by the end of the record date of the ordinary general meeting of shareholders.
The record date of rights of the ordinary general meeting has been set for May 11, 2015. The shareholders‘ property rights provided for in Article 15 (1) Items 1-4 of the Law of Companies of the Republic of Lithuania will be exercised only by the persons who remain the company shareholders at the end of the record date of the rights of the meeting.
Agenda of the general meeting of shareholders and proposed draft decisions:
1. Approval of the consolidated annual report of 2014.
“To approve the Consolidated Annual Report on Corporate and the Litgrid Group of Companies Operation in 2014.”
2. Presentation of an independent auditor’s findings.
The issue does not require decisions.
3. Approval of the set of Consolidated and Corporate Financial Report 2014.
“To approve the set of Consolidated and Corporate Financial Report of Litgrid 2014".
4. Distribution of corporate profit (loss) 2014.
“To approve the proposed distribution of corporate profit (loss) of Litgrid 2014.”
5. Audit company selection and setting terms of payment for the audit services of Litgrid 2015.
Select the audit company UAB PriceWaterhouseCoopers for auditing financial reporting of Litgrid 2015 and set the maximum remuneration EUR 19,210.00 (nineteen thousand two hundred and ten), VAT exclusive, payable in 30 (thirty) days after the date of VAT invoice.
6. Election of new member of the Supervisory Council
“To elect [given name, family name] as the member of the Supervisory Council of Litgrid for the remaining term of office from April 25, 2015
Considering that the agenda of the ordinary meeting of shareholders involves the issue on the election of a member of the Supervisory Council, and based on the Law of Companies of the Republic of Lithuania Article 25 Part 2, the shareholders of the company are invited to propose candidates to the members of the Supervisory Council of Litgrid.
The shareholders can get familiar with the documents related to the agenda of the meeting, draft decisions and general ballot paper on work days, in the premises of Litgrid, at A. Juozapavičiaus St. 13, Vilnius, Room 141, during the office hours of the company (from 7.30 a.m. to 11.30 a.m. and from 12.15 p.m. to 4.30 p.m., on Fridays from 7.30 a.m. to 11.30 a.m. and from 12.15 a.m. to 3.15 p.m.). These documents and other information that should be published in accordance with the law relating to the shareholders’ right to propose to supplement the agenda of the meeting, propose draft decisions with respect to the items of the agenda and the shareholders’ right to submit questions in advance to the company with respect to the items of the agenda of the meeting shall also be placed on the company’s website at http://www.litgrid.eu.
If a shareholder holding voting rights or a proxy duly authorised thereby makes a request in writing, the Company shall develop and send by registered mail, not later than within 10 days prior to the general meeting of shareholders, the general ballot paper or shall hand it to the shareholder personally against the signature thereof. The general ballot right is also available on the Company’s website at http://www.litgrid.eu. A filled-out and signed general ballot paper and a document attesting the right to vote may be sent to the Company by registered mail or delivered to the Company at its address at A. Juozapavičiaus St. 13, Vilnius, not later than by the end of the working day (4.30 p.m.) of April 23, 2015.
The Company shall have the right to refuse to include the advance voting of the shareholder or a proxy thereof if the general ballot paper submitted does not comply with the requirements laid down in Article 30(3) and 30 (4) of the Law on Companies of the Republic of Lithuania, has been provided late or has been filled out in a way that makes it impossible to identify the actual will of the shareholder with respect to the questions at stake.
A person taking part in the general meeting of shareholders and having the right to vote shall present a document certifying his or her identity prior to the end of registration of shareholders to the general meeting of shareholders. A person who is not a shareholder shall, apart from a document certifying his or her identity, also present a document attesting his or her right to vote in the meeting.
Persons may vote in a general meeting of shareholders by proxy. A proxy holder shall have the same rights in the general meeting of shareholders as a shareholder represented by him or her unless it is provided for otherwise in the proxy. A proxy issued outside of Lithuania should be translated into Lithuania and shall correspond to the legal requirements laid down in the procedure established by law. The Company shall not establish a special form of a proxy.
The shareholders who have the right to take part in the general meeting of shareholders shall have the right to authorise a natural or a legal person 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 an electronic signature created in a way of safe signature formulation software and approved by the appropriate certificate valid in the Republic of Lithuania, i.e. if the safety of transmitted information is ensured and the shareholder’s identify can be detected. The shareholder is obliged to notify the Company in writing about the proxy issued by the means of electronic communication sending it by email at email@example.com not later than till the end of the working day (4.15 p.m.) of April 23, 2015.
The means of electronic communication will not be used for participation and voting in the general meeting of shareholders.
1. Auditor’s findings
2. Set of Consolidated and Corporate Financial Report 2014
3. Consolidated Annual Report 2014
4. Draft Paper on Distribution of Corporate Profit (Loss) 2014
5. General Ballot
Litgrid Head of Communications
Tel. +370 613 19977