2012-04-06 20:23:34 CEST

2012-04-06 20:25:02 CEST


BIRTINGARSKYLDAR UPPLÝSNINGAR

LITGRID AB - Notification on material event

Convocation of Ordinary General Meeting of Shareholders of LITGRID AB 


Vilnius, Lithuania, 2012-04-06 20:23 CEST (GLOBE NEWSWIRE) -- At the initiative
and by resolution of the Board of LITGRID AB (company code 302564383,
registered address A. Juozapavičiaus g. 13, Vilnius), an Ordinary General
Meeting of Shareholders of LITGRID AB is convened at 10.00 on 30 April 2012.
The meeting takes place in Room 226 at A. Juozapavičiaus g. 13, Vilnius. The
registration of shareholders begins at 09.30 on 30 April 2012 and ends at 09.55
on 30 April 2012. 

The established date for the headcount of the shareholders at the Ordinary
General Meeting of Shareholders is 23 April 2012. Only the persons who are
shareholders of LITGRID AB at the end of the day of headcount of shareholders
at the Ordinary General Meeting of Shareholders shall have the right to
participate and vote at the Ordinary General Meeting of Shareholders. 

The rights accounting day of the Ordinary General Meeting of Shareholders is 14
May 2012. The property rights of shareholders established by Articles
15.1(1)-15.1(4) of the Law of the Republic of Lithuania on Companies shall be
held by persons who at the end of the rights accounting day of the Meeting are
shareholders of the Company. 

The agenda of the General Meeting of Shareholders and draft resolutions
proposed: 

  1. Approval of the Company's consolidated annual report for 2011.

The following resolution is proposed:

“To approve the consolidated annual report of the Company and the subsidiary
companies for 2011.” 

  1. Presentation of the independent audit report.

The following resolution is proposed:

“To hear the audit report of the Company.”

  1. Approval of a set of consolidated statements and financial statements of
     the Company for 2011.

The following resolution is proposed:

“To approve the set of consolidated statements and financial statements of the
Company for 2011.” 

  1. Distribution of the Company's profit for 2011.

The following resolution is proposed:

“To approve the distribution of the Company's profit (loss) for 2011.”

  1. Revision and approval of the Articles of Association of the Company.

The following resolution is proposed:

“1. To approve a new version of the Articles of Association of the Company.

2. To authorise the Chief Executive Officer of the Company to sign the revised
Articles of Association as prescribed by legislation and register them at the
Register of Legal Entities of the Republic of Lithuania, also to perform any
other actions related to the registration of the revised Articles of
Association.” 

  1. Approval of the agreement on standard terms and conditions of the
     activities of an independent Board Member.

The following resolution is proposed:

  -- 1. To approve the standard terms and conditions of the agreement regarding
     the activities of an independent Board Member of LITGRID AB.

2. To grant the Director General of the Company the right to amend
non-essential terms and conditions of the agreement regarding the activities of
an independent Board Member of LITGRID AB. 

3. To authorise the Director General of the Company to sign the agreement
regarding the activities of an independent Board Member of LITGRID AB with
Valentinas Pranas Milaknis, whom the Company considers as an independent Board
Member.“ 

  1. Establishment of the remuneration for an independent Board Member.

The following resolution is proposed:

„1. To establish for an independent Board Member of the Company an hourly
remuneration of LTL 150 (one hundred and fifty litas) excluding VAT for
actually performed activities of the independent Board Member. 

2. To establish that the monthly remuneration for an independent Board Member
shall be limited to the maximum amount of LTL 3 500 (three thousand, five
hundred litas) excluding VAT.“ 

Documents related to the agenda of the meeting, draft resolutions and a general
ballot paper will be available for the shareholders on working days from 6
April 2012, in the premises of LITGRID AB in Room 141 at A. Juozapavičiaus g.
13, Vilnius, during business hours of the Company (07.30-11.30 and 12.15-16.30;
07.30-11.30 and 12.15-15.15 on Fridays). These documents and other information
to be published in relation to the right of shareholders to propose amendments
to the agenda of the meeting, to propose draft resolutions on the agenda issues
and to early submit questions to the Company in relation to the agenda issues
shall be available from 6 April 2012 on the website of the Company at
http://www.litgrid.eu. 

If a shareholder holding a voting right or a duly authorised representative
thereof requests so in writing the Company shall prepare and no later than 10
days before the General Meeting of Shareholders send a general ballot paper by
registered mail or deliver it in person against acknowledgement of receipt. The
general ballot paper is also available on the website of the Company at
http://www.litgrid.eu. A filled-in and signed general ballot paper and a
document confirming the voting right may be presented to the Company by
registered mail or delivered to the Company at A. Juozapavičiaus g. 13, Vilnius
no later than by the end of the working day (15.15) on 27 April 2012. 

The Company reserves the right not to register the advance vote of a
shareholder or an authorised person thereof if the presented general ballot
paper does not meet the requirements established in Articles 30.3 and 30.4 of
the Law of the Republic of Lithuania on Companies, is received late or is
filled in a way that it is impossible to determine the actual will of the
shareholder on a separate issue. 

A person attending the General Meeting of Shareholders and holding a voting
right shall produce a proof of identify before the end of the registration of
the shareholders to the General Meeting. 

Persons shall have the right to vote at the General Meeting of Shareholders by
power of attorney. The power of attorney is deemed a written document issued by
one person (the principal) to another person (the agent) to represent the
principal while establishing and maintaining relations with third persons. The
power of attorney to perform actions on behalf of a natural entity in relation
to legal entities, except for the cases provided for the by law where it is
allowed to issue a power of attorney in another form, shall be signed a notary
public. Authorised persons who attend the General Meeting of Shareholders shall
have a proof of identity and a power of attorney certified as prescribed by the
law, and shall produce it no later than before the end of the registration of
shareholders to the General Meeting of Shareholders. The authorised person
shall hold the same rights at the General Meeting of Shareholders as would be
held by the shareholder who is being represented. 

Shareholders holding the right to attend the General Meeting of Shareholders
shall have the right to authorise by means of electronic communications a
natural or legal entity to attend and vote on their behalf at General Meeting
of Shareholders. Such authorisation shall not require a certification by a
notary public. The Company shall acknowledge the authorisation issued by means
of electronic communications only provided that the shareholder signs it by an
electronic signature generated by a secure signature generating software and
attested by a qualified certificate valid within the Republic of Lithuania,
i.e. the security of the information transmitted is ensured and it is possible
to identify the shareholder. The shareholder shall notify the Company of such
authorisation issued by means of electronic communications by e-mailing it at
info@litgrid.eu no later than by the end of the working day (15.15) on 27 April
2012. 

At the General Meeting of Shareholders there will be no participation or voting
by means of electronic communications. 

Enclosed:

  1. Auditor report
  2. Set of consolidated statements and financial statements of the Company for
     2011
  3. Consolidated annual report of the Company for 2011
  4. Draft appropriation of the profit (loss) of the Company for 2011
  5. New draft version of the Articles of Association of the Company
  6. Draft agreement on the standard terms and conditions of the activities of
     an independent Board Member
  7. Template of a general ballot paper


         Vilija Railaitė
         Head of Communications
         Phone +370 5278 2361
         Mobile +370 613 19977
         E-mail vilija.railaite@litgrid.eu