LITGRID - Notification on material event

Convocation of Extraordinary General Meeting of Litgrid Shareholders

Vilnius, Lithuania, 2016-07-08 11:02 CEST (GLOBE NEWSWIRE) -- On the initiative
of the shareholder of Litgrid AB (company code 302564383, registered office
address A. Juozapavičiaus g. 13, Vilnius) extraordinary meeting of Litgrid AB
shareholders is called on July 29, 2016, at 9.00 am. The meeting will take
place in company Room 226, A. Juozapavičiaus g. 13, Vilnius. The registration
of shareholders starts on June 29, 2016, at 8.30 a.m. The registration of
shareholders ends on July 29, 2016, at 8.55 a.m. 

The record date of the extraordinary general meeting of shareholders has been
set for July 22, 2016. 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 of the convened general meeting of shareholders of Litgrid AB and
proposed draft decisions (first (1) question of the agenda rendered by the
Board of Litgrid AB, the rest (2-5) – rendered by the shareholder of Litgrid AB
– UAB EPSO-G): 

1. Regarding the election of the audit company for Litgrid AB, and the
conditions of the payment for the audit services in 2016. 

Proposed decision:

1.1. To elect an audit company UAB PriceWaterhouseCoopers for carrying out an
audit of the financial statements of Litgrid AB for 2016; 

1.2. Set a fee for the audit services no larger than EUR 19,210.00 (excl. VAT);
the fee to be paid upon the provision of the services and within 30 days of the
submission of the VAT invoice. 

2. Regarding the revocation of the Board of Litgrid AB.

Proposed decision:

Revoke the Board of Litgrid AB in corpore from the date of 29 July 2016.

3. Regarding the election of the new Board of Litgrid AB.

Proposed decision:

3.1. Elect the Board of Litgrid AB from the date of 29 July 2016 for a term of
office of four years: 

3.1.1.   RIMVYDAS ŠTILINIS;

3.1.2.   NEMUNAS BIKNIUS;

3.1.3.   DAIVIS VIRBICKAS;

3.1.4.   VIDMANTAS GRUŠAS;

3.1.5.   DOMAS SIDARAVIČIUS;

Rimvydas Štilinis and Nemunas Biknius are proposed as candidates to the Board
of Litgrid AB from the holding company UAB EPSO-G, and Daivis Virbickas and
Vidmantas Grušas are proposed as candidates to the Board from the company, and
Domas Sidaravičius is proposed as a candidate to the position of the
independent member of the Board of Litgrid AB. 

The Board and its members shall start working upon the end of the general
meeting of shareholders of 29 July 2016 that elected the Board. 

4. Regarding setting the conditions of the Board of Litgrid AB.

4.1. Regarding the fixing of the maximum budget of the annual fee for the
members of the Board of Litgrid AB, and the establishment of the remuneration
for each specific member of the Board. 

Proposed decision:

4.1.1. Approve the maximum gross annual budget for the remuneration of members
of the Board of Litgrid AB for EUR 36,000.00 (thirty six thousand euro). 

4.1.2. Establish the following amounts of remuneration for the individual
members of the Board of Litgrid AB:  EUR 50.00 (fifty euro) (before taxes) as
an hourly fee for the work at the Board of Litgrid AB, without exceeding the
maximum monthly fee of EUR 1,000.00 (one thousand euro); the fee shall be paid
to members of the Board of Litgrid AB, except the members of the Board of
Litgrid AB who are at the same time employees of UAB EPSO-G holding the
qualifying interest of Litgrid AB. 

4.2. Regarding the conclusion of contracts with members of the Board regarding
their operations at Litgrid AB, and the establishment of standard terms and
conditions of such contracts. 

Proposed decision:

Approve the standard conditions of the activities at the Board of LitgridAB of
a member of the Board and an independent member of the Board (Attachment No
1-3). 

4.3. Regarding the appointment of a person authorised to sign contracts with
members of the Board of LitgridAB. 

Proposed decision:

Appoint and authorise Rolandas Zukas, General Director of UAB EPSO-G to
immediately, but no longer than within 10 (ten) days of the present decision,
to sign, on behalf of LitgridAB contracts regarding their activity at the Board
of LitgridAB under the standard contractual terms approved by the present
Decision of the Board of LitgridAB. 

5. Regarding the authorisation of the CEO of LitgridAB.

Proposed decision:

Authorise (with a right to sub-delegate the authorisation) CEO of LitgridAB to
notify the Register of Legal Entities of the Republic of Lithuania of the
cancelation of the members of the Board, and the election of the new members of
the Board, register the amended data in the Register of Legal Entities, and
perform all other actions related thereto. 



The shareholders can get familiar with the documents related to the agenda of
the meeting, draft decisions and general ballot paper on work days, in the
premises of LitgridAB, at A. Juozapavičiaus St. 13, Vilnius, Room 141, 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 a.m.
to 3.15 p.m.). 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
July 28, 2016. 

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 meeting of shareholders 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 or a legal person 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 an electronic signature created in a way of 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 sending it by email at info@litgrid.eu
not later than till the end of the working day (4.15 p.m.) of July 28, 2015. 

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

Attachments:

1. The standard conditions of the activities at the Board of a member of the
Board (with remuneration); 

2. The standard conditions of the activities at the Board of a member of the
Board (with no remuneration); 

3. The standard conditions of the activities at the Board of an independent
member of the Board; 

4. General Ballot.


         Vilija Railaitė
         Litgrid Head of Communications
         Tel. +370 613 19977
         E-mail: vilija.railaite@litgrid.eu

Bifogade filer:

2016-07-07 Standard conditions of the activities at the Board of an independent member of the Board _EN.doc

2016-07-07 Standard conditions of the activities at the Board of a member of the Board with remuneration_EN.doc

2016-07-07 Standard conditions of the activities at the Board of a member of the Board with no remuneration_EN.docx

2016-07-07 General Ballot_EN.docx