LITGRID - General meeting of shareholders

Convocation of the Extraordinary General Meeting of LITGRID AB shareholders

Extraordinary General meeting of LITGRID AB shareholders is summoned on 6 September 2021, 10:00 a.m. (company code 302564383, registered at Viršuliškių skg. 99B, Vilnius). The meeting will be held at room 229, at Viršuliškių skg. 99B, Vilnius. Beginning of shareholders' registration: 6 September 2021, 9:30 a.m. End of shareholders' registration: 6 September 2021, 9:55 a.m.

The record date of the extraordinary general meeting of shareholders has been set for 30 August 2021. 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. Regarding approval of LITGRID AB Board’s decision No. 2 of 13 August 2021 (minutes No. 21)

Proposed resolution:

1. To approve creation (acquisition) of non-current assets by entering into a 330/110/10 kV Neris TP reconstruction design and construction works Contract with Žilinskis ir Co, UAB (legal entity code: 304317232, registered office address: Ateities pl., 31, LT-52167, Kaunas. The Contract price excluding VAT is EUR 18 217 000, with VAT – EUR 22 042 570;
2. To approve the essential conditions of the 330/110/10 kV Neris TS reconstruction design and construction works Contract:

2.1.  The subject of the Contract is the reconstruction of 330/110/10 kV Neris TS.
2.2.  Payment procedure – in accordance with the standard General Terms and Conditions of the LITGRID AB procurement Contract for design and construction works, approved in 2020 May 14 by Order No. of the Director General IS-73.
2.2.1.             The Contract price will be paid by the Customer according to the VAT invoices issued by the Contractor, the Contract provides that the Contract price will be paid in installments according to the Worksheet, the basis for For the quantities of Works recorded in the Deed of Works performed, except for the actually performed engineering research and Technical project preparation works, which are paid according to the prices of these Works offered at the Contractor's Purchase (VAT invoice must correspond to these amounts specified in the Contractor's tender and Works Journal);
2.2.2.             The Contractor shall issue and submit a VAT invoice only electronically no later than within 2 working days from the date on which the basis for issuing it arises. VAT invoice - invoice is provided to the Customer by the means chosen by the Contractor: The Contractor may submit an electronic invoice - invoice complying with the requirements of EU Directive 2014/55 or provide another electronic invoice using the information system “E. account ”;
2.2.3.             The Customer will pay the duly issued and submitted VAT invoice (after deducting the amounts withheld in accordance with Section 6.4 of the Conditions) within 30 days from the date of its receipt;
2.2.4.             The Customer will withhold all interim payments to the Contractor according to the submitted VAT invoices, which will exceed 90 percent of the initial Contract price;
2.2.5.             The amounts withheld will be paid by the Customer to the Contractor within 30 days after: a) the Contractor will perform, transfer to the Customer and complete all Works or the Contract will be terminated; b) provide security for the guarantee obligations (it must be provided in accordance with Section 8.9 of the Conditions); c) eliminate all defects of the Works identified prior to the performance of the Contract or termination of the Contract; and d) fulfill all the conditions specified in Clause 9.3.8 of the Conditions (applicable only in case of termination of the Contract);
2.2.6.             An advance payment of 5% of the initial Contract price shall be paid to the Contractor when the Contractor is required by the Contract to prepare the Technical Design and to carry out the Reconstruction or New Construction Works.
2.3.  Maturity of liabilities.
Deadline for completion of works - within 43 months from the date of conclusion of the Contract. The term of performance of works may be extended by 6 months by written agreement of the Parties. 8.6. under the conditions and in accordance with the procedure laid down in

Work stages:
Phase I (within 11 months from the conclusion of the Contract) - construction permits received.
Phase II (within 32 months from the conclusion of the Contract) - reconstruction works of Phase I have been performed (according to clauses 4.9.2, 4.9.3 of the design task).
Phase III (within 42 months from the conclusion of the Contract) - reconstruction works of Phase II have been performed (according to item 4.9.4 of the design task).
Phase IV (within 43 months from the conclusion of the Contract) - received Construction Completion Acts.

2.4.  Termination of the Contract.
The Customer has the right to terminate the Contract unilaterally, without going to court, notifying the Contractor thereof not later than 30 calendar days in advance, if the Government of the Republic of Lithuania adopts a decision confirming that the Contract does not meet national security interests.

2.5.  Term of the Contract.
The Contract is valid until the full fulfillment of the contractual obligations of the parties or termination of the Contract.

2. Execution of the Contract will be ensured by a first demand, unconditional and irrevocable bank guarantee acceptable to the Customer. The amount of security is 10%. from the original Contract price (excluding VAT).
    
3. To authorize the General Director of LITGRID AB without a separate decision of the Board of LITGRID AB to make decisions on changing the essential term of the Contract - Contract price - by reducing the price without any restrictions or increasing the price by concluding additional works agreements, if the total amount of all additional works % (i.e EUR 546 510 excluding VAT) of the original Contract price.
    
4. To oblige the General Director of LITGRID AB to inform the Board about the decisions made in paragraph 3 of this decision regarding the change of the essential term of the Contract before making such a decision by e-mail letter.

The shareholders can get familiar with the documents related to the agenda of the meeting, draft decisions and general ballot paper on business days in the premises of LITGRID AB, at Viršuliškių skg. 99B, Vilnius, room 202, 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 p.m. to 3:15 p.m.). These documents and other information that should be published in accordance with the laws 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 authorized thereby makes a request in writing, the Company shall draw and send by registered mail, not later than within 10 days prior to the general meeting of shareholders, the general ballot paper or shall serve it on the shareholder personally against acknowledgement of receipt. The general ballot paper is also available on the Company’s website at http://www.litgrid.eu. A general ballot paper completed and signed, and a document attesting the voting right may be sent to the Company by registered mail or delivered to the Company at its address at A. Viršuliškių skg. 99B, Vilnius, until the close of business day (3.15 p.m.) of September 3, 2021.

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, if it 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 voting right shall present a document certifying his/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/her identity, also present a document attesting his/her voting right.

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/her unless the proxy provides otherwise. A proxy issued abroad shall be translated into Lithuanian and shall be legalized 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 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 (3:15 p.m.) of September 3, 2021.

No electronic communication means will be used for participation and voting in the general meeting of shareholders.

Annexes:

1. General ballot paper.

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

Attachment

• Annex voting ballot EN-SP

Attachments:

Annex voting ballot EN-SP.docx