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Convocation of the Extraordinary General Meeting of LITGRID AB shareholders

LITGRID
·7-min read

Extraordinary General meeting of LITGRID AB shareholders, initiated and decided by the Board, is summoned on 2 February 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: 2 February 2022, 9:30 a.m. End of shareholders' registration: 2 February 2022, 9:55 a.m.

The record date of the extraordinary general meeting of shareholders has been set for 26 January 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:

  1. Regarding approval of LITGRID AB Board’s decision No. 3 of 10 January 2022 (minutes No. 1)

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Proposed resolution:

  1. To approve the creation of non-current assets by entering into 330/110/10 kV Jonava TP reconstruction design and contract works contract with Kauno tiltai AB, a company established and operating under the laws of the Republic of Lithuania, legal entity code 300513148, whose registered office is Ateities pl. 46, LT-52502, Kaunas. The contract price is 19 940 000 EUR (excluding VAT), 24 127 400 EUR (with VAT).

  2. To approve the essential terms and conditions of the 330/110/10 kV Jonava TS reconstruction design and contract works contract:

2.1. Parties of the Contract – LITGRID AB, a company established and operating in accordance with the laws of the Republic of Lithuania, legal entity code 302564383, with its registered office at Karlo Gustavo Emilio Manerheimo str. 8, LT-05131, Vilnius, data on the company are collected and stored in the Register of Legal Entities of the Republic of Lithuania, on the one hand, and

joint-stock company Kauno tiltai, a company established and operating in accordance with the laws of the Republic of Lithuania, legal entity code 133729589, whose registered office is at Ateities pl. 46, LT-52502, Kaunas, data on the company are collected and stored in the Register of Legal Entities of the Republic of Lithuania on the other hand;

2.2. Object of the Contract is the 330/110/10 kV Jonava TS reconstruction design and construction works contract (according to the standard terms and conditions of the LITGRID AB standard design and construction works procurement contract, approved by the Order No. 20IS-196 of the General Director of 23 December 2020).

2.3. Term of the Contract – The term of performance of the Works is 46 months from the date of conclusion of the Contract. The contract is valid until the parties have fully fulfilled their contractual obligations or terminated the contract.
2.4. Contract price and pricing, settlement procedure, reserve:
·Contract price – 19 940 000 EUR (excluding VAT).
·Pricing – The price calculation method used is a fixed price with a view. The procedure for price review is specified in Clause 7.3 of the General Terms and Conditions of the Contract.
·Payment procedure – the Contract price will be paid in installments according to the Worksheet (for Engineering Research and Technical Project Preparation Works – according to Annex 6) attached as Annex 15 to the Special Conditions of the Contract) and a monthly report (a standard form for the monthly contract report is attached as Annex 13 to the Special Conditions of the Contract).
·Reserve – not applicable.
2.5. Liability security measures – The performance of the Contract will be secured by a first-demand, unconditional and irrevocable bank guarantee acceptable to the Customer. The amount of the security is 10%. from the original Contract price (excluding VAT).

2.6. Other conditions – the Customer has the right to unilaterally terminate the Contract without going to court, notifying the Contractor thereof not later than 30 calendar days in advance, if the Government of the Republic of Lithuania adopts a decision confirming non-compliance with national security interests.

3. To authorize the General Director of LITGRID AB without a separate decision of the Board of LITGRID AB to make decisions on changing the essential term of the Contract – Contract price – by reducing the price without any restrictions or increasing the price by concluding additional works agreements, if the total amount of all additional works 3% (t.y. 598 200 EUR excluding PVM) of the original Contract price.

4. To oblige the General Director of LITGRID AB to inform the Board about the decisions made in paragraph 3 of this decision regarding the change of the essential term of the Contract before making such a decision by e-mail letter.

The shareholders can get familiar with the documents related to the agenda of the meeting, draft decisions and general ballot paper on business days in the premises of LITGRID AB, at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius, room 202, 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 p.m. to 3:15 p.m.). These documents and other information that should be published in accordance with the laws 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 authorized thereby makes a request in writing, the Company shall draw and send by registered mail, not later than within 10 days prior to the general meeting of shareholders, the general ballot paper or shall serve it on the shareholder personally against acknowledgement of receipt. The general ballot paper is also available on the Company’s website at http://www.litgrid.eu. A general ballot paper completed and signed, and a document attesting the voting right may be sent to the Company by registered mail or delivered to the Company at its address at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius, until the close of business day (4.30 p.m.) of February 1, 2022.

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, if it 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 voting right shall present a document certifying his/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/her identity, also present a document attesting his/her voting right.

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/her unless the proxy provides otherwise. A proxy issued abroad shall be translated into Lithuanian and shall be legalized 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 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 info@litgrid.eu until the close of business day (4:30 p.m.) of February 1, 2022.

No electronic communication means will be used for participation and voting in the general meeting of shareholders.

Annexes:

  1. General ballot paper.

The individual authorized by LITGRID AB to provide additional information:
Jurga Eivaitė
Project manager
Communication Division
Phone: +370 613 19977
e-mail: jurga.eivaite@litgrid.eu

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