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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 11 July 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: 11 July 2022, 9:30 a.m. End of shareholders' registration: 11 July 2022, 9:55 a.m.
The record date of the extraordinary general meeting of shareholders has been set for 1 July 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. Determination of the amounts of remuneration for the members of the Board of LITGRID AB and the amended operating budget of the Board for the year 2022 and determination for subsequent years
Proposed resolution:
"1.1. From 1 April 2022 onwards to determine this applicable fixed monthly remuneration payable amounts before tax (one higher amount corresponding to the circumstances described applies) to the members of the Board of the Company who comply with the Guidelines for determining the remuneration of UAB EPSO-G and UAB EPSO-G group bodies, approved by the decision of the sole shareholder of UAB EPSO-G (hereinafter referred to as the Remuneration Guidelines):
i. EUR 1,400 for a member of the Board of the Company;
ii. EUR 1,800 to the Chairman of the Board of the Company;
iii. EUR 2,400 for a member of the Board of the Company, who is also a member of the Innovation and Development Committee of the EPSO-G Group of Companies (hereinafter - IDC);
iv. EUR 2,800 to a member of the Board of the Company, who is also the Chairman of the IDC;
v. EUR 2,800 to the Chairman of the Board of the Company, who is also a member of the IDC;
vi. EUR 3,200 to the Chairman of the Board of the Company, who is also the Chairman of the IDC.
1.2. Given that the amounts referred to in point 1.1 of this decision have been calculated in accordance with the applicable tax legislation, i.e. including the fees payable, in the event of a change in the tax regime, until new decisions on remuneration are adopted, the remuneration paid to the members of the collegial bodies, net of taxes, shall not change compared to the calculated amount according to the above amounts.
1.3. To determine that in case a member of the Board of the Company is elected as the Chairman of the Board of the Company, a member of the IDC and / or the Chairman of the IDC, resigns and / or is removed from office, the remuneration of such a member of the Board shall be adjusted in accordance with the specified amounts of remuneration of the members of the Board of the Company, which depend on the positions held.
1.4. To amend the Resolution of the Ordinary General Meeting of Shareholders of the Company 1 January 2021 (Part of the decision “On setting the operating budget of the Board of LITGRID AB for 2021 and subsequent years”) and, taking into account the amounts of remuneration to be paid to the members of the Board of the Company from 1 April 2022, to determine that:
1.4.1. the total annual budget for the year 2022 for the remuneration of the members of the Board of the Company and additional expenses of the Company for ensuring the activities of the Board is EUR 48 015;
1.4.2. as long as the amounts of remuneration of the members of the Board set out in items 1.1–1.3 of this Decision and the principles of determining the remuneration of the members of the Board are valid, the budget of the Board of the Company for the respective year shall be established and (or) amended automatically (without separate resolutions of the General Meeting of Shareholders), taking into account the current responsibilities of the members of the Board of the Company who meet the criteria set out in the Remuneration Guidelines at the time of drawing up and / or amending such budget and the amounts of remuneration to be paid accordingly, adding 10 percent to the annual amounts of remuneration of the members of the Board for additional expenses of the Company intended to ensure the activities of the Board, unless the Company applies for a change in the size of the operating budget of the Board.”
2. The approval of the new wording of the remuneration policy of the CEO and members of the Board of LITGRID AB
Proposed resolution:
“2.1. To approve the new wording of the remuneration policy of the CEO and members of the Board of LITGRID AB (attached).”
3. The election of the audit company of LITGRID AB and determination of the terms of payment for audit services for 2022
Proposed resolution:
“3.1. To elect UAB PricewaterhouseCoopers, company code 111473315, as the audit company that will perform the audit of the set of consolidated and company financial statements of LITGRID AB prepared in accordance with the International Financial Reporting Standards adopted in the European Union for the period of 2022;
3.2. To set the maximum remuneration not exceeding EUR 70 010 (exclusive of VAT) for the audit services referred to in point 3.1 of this decision (the costs of annual audit services, excluding interim audits or reviews ending in 2022)."
4. Regarding approval of LITGRID AB Board’s decision of 17 June 2022 (minutes No. 14)
Proposed resolution:
4.1. Approve to amend the material conditions of the contract “No 20VP-SUT47 for design and work of reconstruction of the 330 kV air line Lithuania E-Alytus (LN 330) with AB „Kauno tiltai“ (legal entity code 133729589) ir UAB „LITENERGOSERVIS“ (legal entity code 302244515),
4.1.1. The Contract price – the amount of 4 103 577,14 EUR, exclusive of VAT, is allocated additionally for the performance of the Contract; the total Contract price is 19.192.277,14 EUR, exclusive of VAT.
4.1.2. Contract performance security (Performance guarantee) - the first demand, irrevocable and unconditional guarantee of the bank indicated in the Customer's list of the acceptable banks. The amount of the guarantee - 10% of the accepted Contract amount (exclusive of VAT) for the entire Project (1.919.227,71 Eur), the term of validity is until the date of fulfillment of all the Contractor's obligations under the Contract and 60 days thereafter.
4.2. 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, 1 919 227,71 EUR, exclusive of VAT) of the original Contract price.
4.3. 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 4.2. 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 26 June 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 11 July 2022, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 4 July 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 info@litgrid.eu until the close of business day (4:30 p.m.) of 8 July 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.
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
Annexes:
The new wording of the remuneration policy of the CEO and members of the Board of LITGRID AB;
LITGRID AB remuneration report for the year 2021 (part of the annual report, pages 37-41 and 51);
General ballot paper.
Attachments
