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Convocation of the Extraordinary General Meeting of LITGRID AB shareholders

·12-min read

Extraordinary General meeting of LITGRID AB shareholders is summoned on 1 December 2021, 10:00 a.m. (company code 302564383, registered at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius). The meeting will be held at room 229, at Karlo Gustavo Emilio Manerheimo str. 8, Vilnius. Beginning of shareholders' registration: 1 December 2021, 9:30 a.m. End of shareholders' registration: 1 December 2021, 9:55 a.m.

The record date of the extraordinary general meeting of shareholders has been set for 24 November 2021. 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. 1 of 3 November 2021 (minutes No. 26)

Proposed resolution:

1. To approve the creation of non-current assets by entering into “New synchronous condensers instalment works in the Lithuanian electric power system” design, production and installation works contract with the Lithuanian branch of Siemens Energy Oy, legal entity code 305427888, with its registered office is at J. Jasinskio str. 16C, 03163, Vilnius, Lithuania and Siemens Energy Global GmbH & Co KG, legal entity code HRA111200, with its registered office at Freyesleben str. 1, 91058, Erlangen, Germany (group of suppliers operating under a joint venture agreement).
2. To approve the essential terms and conditions of the Contract (according to the FédIC Internationale des Ingénieurs-Conceils, FIDIC) Terms and conditions of the construction and equipment contract (Yellow Book), first edition 1999 (second revised edition in Lithuanian, 2007):
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, whose registered office is at Karlo Gustavo Emilio Manerheimo str. 8, LT-05131, Vilnius, data about the company is collected and stored in the Register of Legal Entities of the Republic of Lithuania, on the one hand, and
• Siemens Energy Oy Lithuanian branch, legal entity code 305427888, with its registered office at J. Jasinskio str. 16C, 03163, Vilnius, Lithuania;
• Siemens Energy Global GmbH & Co KG, legal entity code HRA111200, with its registered office at Freyesleben str. 1, 91058, Erlangen, Germany;

2.2. The object of the Contract Design, production and installation of new synchronous condensers in the Lithuanian electric power system.
2.3. The term of the Contract is until the completion of the works or termination of the Contract;
Terms of work performance:
(a) Alytus TP – 22 months from the signing of the Contract;
(b) Telšiai TP – 22 months from the signing of the Contract;
(c) Neries TP – 2024-11-30.
(d) The Contract shall provide for the possibility of extending the time limits referred to in points (a), (b), (c) (12 months) if a full environmental impact assessment is required.
2.4. Contract price: SK installation contract - 87,749,947 Eur without VAT;
Contract pricing – fixed price with review.
Payment procedure: the advance is paid within 30 days of receipt of the advance payment guarantee. Other payments are made within 30 days of a properly submitted invoice. Will be paid in stages. The amount of each installment will be determined as a percentage of the contract price. Payments are made only for the completed stages of work:

Eil. No.

Part of the payment

% of Contract amount accepted

0

Advances

10

1

Technical designs and construction permits obtained

5

2

Ordered synchronous condensers and power transformer for work groups 2.1-2.3:

2.1

- Alytaus TP

10

2.2

- Telšių TP

10

2.3

- Neries TP

10

3

Brought and installed synchronous condensers and power transformers for work groups 3.1-3.3:

3.1

- Alytaus TP

7

3.2

- Telšių TP

7

3.3

- Neries TP

6

4

Equipped with SK and power transformers for work groups 4.1-4.3

4.1

- Alytaus TP

7

4.2

- Telšių TP

7

4.3

- Neries TP

6

5

Completed Project working Group

5.1

- Alytaus TP

9

5.2

- Telšių TP

9

5.3

- Neries TP

7

Reserve – not applicable;
Pricing Rules Annex 2 to the SK Installation Contract: “are intended to calculate the price of Additional Works and waived works, to adjust the Contract Price accordingly after making the Amendment, as well as to recalculate the Contract Price in accordance with the Law Amendments (Clause 13.7 [Amendments and changes in the Contract Price (Clause 13.8 [Adjustments on Price Change] of the Contract Terms) ”;
2.5. Liabilities security – Execution of the Contract is secured by the Bank's acceptable first call, unconditional and irrevocable guarantees:
(a) an advance payment guarantee equal to the amount of the advance payment (10% of the contract price).
(b) Contract performance guarantee – 10% from the Contract price without VAT.
(c) guarantee period guarantee:
in the first year – 10% from the Contract price without VAT;
in the second and third years – 5% from the Contract price without VAT.

2.6. Penalties (interest and fines) and losses:
(a) Penalties for delays in remedying defects in the quality of work: EUR 1 000 interest for each day of delay, calculated separately for each case of infringement;
(b) Penalties for disconnection of electrical equipment or change of the planned time of disconnection due to the fault of the contractor: a fine of EUR 10,000 for each such case for each disconnected equipment;
(c) Maximum amount of the fine for non-compliance with the obligations regarding the availability of the system: 10% of the Contract amount (excluding VAT);
(d) Maximum amount of the penalty for non-compliance with the obligations for guaranteed system losses: 10% of the Contract amount (excluding VAT);
(e) Penalties for non-compliance with the obligation to hold teleconferences and live meetings: a fine of EUR 1,000 for each breach;
(f) Penalties for non-compliance with road dust obligations: a fine of EUR 1,000 for each infringement;
(g) Penalties for non-submission and / or non-compliance with the progress report: EUR 1,000 interest for each day of delay;
(h) Penalties for non-compliance with obligations relating to alcoholic beverages and drugs: a fine of EUR 1,500 for each case of non-compliance;
(i) Penalties for late submission of the program: a fine of EUR 10,000 for late submission of the initial program. Interest of EUR 1 000 for each day of delay in submitting the updated program. The total liability for a delay in submitting a program or an updated program may not exceed EUR 50 000;
(j) Compensation for Delays: Penalties for missing the deadlines for the completion of the Works (Completion Time) at each substation – 0.04% of the price of the Works without VAT for each substation for each day; Penalties for failure to meet the deadlines for the performance of the Works (except for the deadlines for the completion of the final works) – 0.01% of the price of the Works without VAT for each substation for each day; the maximum amount of compensation for delay is 10% of the Contract price excluding VAT 10% of the Contract price (excluding VAT), calculated by summing up all compensation for delays;
(k) Penalties for delay in completing minor work in progress and / or rectifying defects: EUR 1 000 interest for each day, calculated separately for each breach;
(l) Penalties for delay in correcting defects within the time of Defect Notification: EUR 1,000 interest for each day, calculated separately for each case of violation;
(m) Interest on late payments: 0.04% of the amount due for each day of delay.
(n) Under the Contract, the Parties shall be liable only for direct losses incurred by the other Party and shall not be liable for indirect losses, including losses due to lost profits, lost profits or lost business opportunities, except as provided in the FIDIC Yellow Book.
(o) Limits on the parties' liability for direct damages under the Contract: the total liability of the Contractor will not exceed 100% of the Contract price; the total liability of the Customer will not exceed 100% of the Contract price.

3. Amounts of additional remuneration: upon proper performance of the Contractor and completion and transfer to the Customer in accordance with the Contract according to the Takeover Certificate of Alytus TP and Telšiai TP Group Works, as well as receipt of construction works of these two Groups time), the Client shall pay to the Contractor an additional remuneration of the amount specified in this paragraph for each full previous month of performance of the Works (from the date when the Contractor received both deeds of completion of the Works until the Contract performance deadline (Completion Time)): but not more than 4 months.
(a) after performing the Works 1 (one) month earlier – EUR 500,000.00;
(b) after performing the Works 2 (two) months earlier – EUR 1,000,000.00;
(c) after performing the Works 3 (three) months earlier – EUR 1,500,000.00;
(d) after performing the Works 4 (four) months earlier – EUR 2,000,000.00.

4. 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 4% (t.y. 3509997,88 Eur be PVM) of the original Contract price.

5. To oblige the General Director of LITGRID AB to inform the Board about the decisions made in paragraph 4 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 November 30, 2021.

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 November 30, 2021.

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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