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Decisions taken in the extraordinary general meeting of shareholders of LITGRID AB

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The following decision were adopted in the extraordinary General Meeting of Shareholders of LITGRID AB (company code 302564383, registered office at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius) on 2 May 2022:

Regarding approval of LITGRID AB Board’s decision of 8 April 2022 (minutes No. 9)
1. Approved the creation of fixed assets by concluding the Design-Build Contract for the 330 kV Electric Power Transmission Line (ETL) Vilnius-Neris with Žilinskis ir Co, UAB, legal entity code 304317232, with registered office at Ateities pl. 31, Kaunas,

2. Approved the essential conditions of the Design-Build Contract for the 330 kV ETL Vilnius-Neris:

2.1. Parties of the Contract - LITGRID AB, legal entity code 302564383, registered office at Karlo Gustavo Emilio Manerheimo str. 8, Vilnius, and Žilinskis ir Co, UAB, legal entity code 304317232, registered office at Ateities pl. 31, Kaunas;

2.2. Object of the Contract: Design and construction works of 330 kV overhead power line Vilnius-Neris (according to the terms and conditions of the contract for construction and engineering works designed by the contractor, design and construction of electrical and mechanical devices and equipment, issued by the International Federation of Consulting Engineers (Fédération Internationale des Ingénieurs-Conceils, FIDIC) (Yellow Book), first edition 1999).

2.3. Term of the Contract - the Works must be performed in full scale and properly completed by 1st June 2025. The Contract is valid until the complete fulfilment of the contractual obligations by the Parties or termination of the Contract. The term of completion of the Works may be extended by written agreement of the Parties due to the Force Majeure Circumstances or the performance of the Amendments in accordance with the procedure specified in the Contract.

2.4. Contract Price and pricing, payment procedure, reserve:

2.4.1. The Contract Price is € 31,900,000 excluding VAT

2.4.2. Pricing - price calculation method of fixed price with a review shall be applied.

2.4.3. Contract Price adjustments due to changed cost prices - Amounts payable to the Contractor for the Contract Works may be recalculated only if the value of the monthly construction cost price index “Engineering Structures” (Index) published by the Department of Statistics of the Republic of Lithuania changes: (A) by more than 10% in any period of 12 months, or (B) by more than 15% in any period after the issuance of the building permit, if no annual indexation has been carried out during that period. The Party interested in the recalculation of the Contract Price shall prepare a deed of recalculation of the amounts payable to the Contractor. The change of the Contract Price must be documented in a written agreement on the amendment of the Contract.

2.4.4. Article 13.1 of the Specific Conditions of the Contract grants the right to amend the Contract if there is an objective need due to the reasons (unforeseen circumstances) specified in Art. 97 of the Law on Procurement, or in another Law. The Contractor, who deems to be entitled to an additional payment under the Contract, shall notify the Engineer, describing the event or circumstances giving rise to the claim. The Contractor must submit such notification within 28 days of the Contractor becoming aware of the event and circumstances (Article 20.1 of the Contract).

2.4.5. Amendments to the Contract Price due to changes in the Laws - the Contract Price will be recalculated if the Laws or their interpretation change after the conclusion of the Contract, and as a result the Contractor's Expenses (Contract Execution Costs) increase or decrease. The Contractor will not be entitled to any profit from the increased Costs. The Contract Price will be recalculated taking into account the VAT increases or decreases due to the VAT-related Laws. Changes in the legislation governing taxes other than VAT will not affect the Contract Price.

2.4.6. Reserve - not applicable.

2.5. Performance Securities - 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% of the initial Contract Price (excluding VAT).

3. The General Director of LITGRID AB was authorized without a separate decision of the Board of LITGRID AB to make decisions on changing the essential condition of the Contract – Contract Price – by reducing the price without any restrictions or increasing the price by concluding agreements on additional works and/or reasonable increase of the prices of materials/equipment, if the sum of the prices of all agreements on additional works does not exceed 10% (i.e., EUR 3,190,000 excluding VAT) of the initial Contract Price.

4. The General Director of LITGRID AB was obliged to inform the Board by e-mail before the adoption of such decisions taken under the Clause 3 of the Decision on the amendment of the essential condition of the Contract.

The individual authorised by Litgrid AB to provide additional information:
Jurga Eivaitė
Communications project manager at Communications Division
phone. +370 613 19977

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