LITGRID AB - Notification on material event

Notice of Convention of Ordinary General Meeting of LITGRID AB Shareholders

Vilnius, Lithuania, 2013-03-27 17:45 CET (GLOBE NEWSWIRE) -- LITGRID AB
(company code 302564383, registered office address at A. Juozapavičiaus St. 13,
Vilnius) convenes an ordinary general meeting of LITGRID AB shareholders on 24
April 2013 at 10 a.m. on the initiative and upon the decision taken by the
board. The meeting will take place in company‘s room 226, at A. Juozapavičiaus
St. 13, Vilnius. The registration of shareholders starts on 24 April 2013 at
9.30 a.m. and ends on 24 April 2013 at 9.55 a.m. 

The record date of the ordinary general meeting of shareholders has been set
for 17 April 2013. The right of participation and voting in the ordinary
general meeting of shareholders can be enjoyed only by the persons who remain
shareholders of LITGRID AB by the end of the record date of the ordinary
general meeting of shareholders. 

The record date of rights of the ordinary general meeting has been set for 9
May 2013. The shareholders‘ property rights provided for in Article 15 (1)
Items 1-4 of the Company Law of the Republic of Lithuania will be enjoyed only
by the persons who remain the company shareholders at the end of the record
date of the rights of the meeting. 

Agenda of the general meeting of shareholders and proposed draft decisions:

  1. Approval of the consolidated annual report of 2012.

Proposed decision:

“To approve the corporate consolidated annual report on the operation of the
Company and the group of enterprises in 2012.” 

  1. Presentation of an independent auditor's findings. 

Proposed decision:

“Listening to the company auditor's findings.”

  1. Approval of the collection of consolidated and corporate financial
     statements of 2012.

Proposed decision:

“To approve the collection of consolidated and corporate financial statements
of 2012.” 

  1. Distribution of the Company's profit (loss) in 2012.

Proposed decision:

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

The Board of Directors proposes to the General Meeting of Shareholders to pay
dividend in amount of LTL 0,089 Lt (EUR 0,026) per share with par value of LTL
1. The shareholders' property rights record date is 9 May 2013. Persons who
will be the Company's shareholders at the end of 9 May 2013 will be entitled to
receive the dividends. 



  1. Amendment and approval of the Company statutes.

Proposed decision:

“1. Approve the new version of the Company statutes.

2. To authorise the manager of the Company to sign the amended statutes of the
Company in compliance with the procedure established by law and have the
statutes included in the Register of Legal Entities as well as perform other
actions associated with the registration of the amended Company statutes.” 

  1. Setting up of a Supervisory Board.

Proposed decision:

“To elect as members of the LITGRID AB Supervisory Board, for a term of 4
(four) years, the following persons: 

[first name, last name];

[first name, last name];

[first name, last name].

The shareholders can get familiar with the documents related to the agenda of
the meeting, draft decisions and general ballot paper on work days from 27
March 2013, in the premises of LITGRID AB, at A. Juozapavičiaus St. 13,
Vilnius, Room 141, during the office hours of the company (from 7.30 to 11.30
and from 12.15 to 16.30, on Fridays from 7.30 to 11.30 and from 12.15 to
15.15). These documents and other information that should be published in
accordance with the law 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 authorised thereby makes
a request in writing, the Company shall develop and send by registered mail,
not later than within 10 days prior to the general meeting of shareholders, the
general ballot paper or shall hand it to the shareholder personally against the
signature thereof. The general ballot right is also available on the Company's
website at http://www.litgrid.eu. A filled-out and signed general ballot paper
and a document attesting the right to vote may be sent to the Company by
registered mail or delivered to the Company at its address at A. Juozapavičiaus
St. 13, Vilnius, not later than by the end of the working day (4.30 p.m.) of 23
April 2013. 

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, 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 shareholders meeting and having the right
to vote shall present a document certifying his or 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 or
her identity, also present a document attesting his or her right to vote in the
meeting. 

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 or her unless it is provided for otherwise in
the proxy. A proxy issued outside of Lithuania should be translated into
Lithuania and shall correspond to the legal requirements laid down 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 authorise a natural person or a legal
entity to take part and vote in the 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 by using an electronic signature created by
using a safe signature formulation software and approved by the appropriate
certificate valid in the Republic of Lithuania, i.e. if the safety of
transmitted information is ensured and the shareholder's identify can be
detected. The shareholder is obliged to notify the Company in writing about the
proxy issued by the means of electronic communication by sending it by email at
info@litgrid.eu not later than by the end of the working day (4.30 p.m.) of 23
April 2012. 

The means of electronic communication will not be used for participation and
voting in the general meeting of shareholders. 



Attachments:

  1. Independent auditor's findings;
  2. Collection of consolidated and company financial reports of 2012; 
  3. Consolidated corporate annual report of 2012;
  4. Draft paper on the distribution of the Company's profit (loss) in 2012.
  5. New version of the draft statutes of the Company.

Attachments:

Articles of association.pdf

Independent auditors findings financial reports annual report 2012.pdf

Draft of the profit loss appropriation of the company.pdf