The Extraordinary General Meeting of Shareholders of LITGRID AB, initiated and decided by the Management Board, will be convened on May 2, 2022 at 10:00 a.m. (company code 302564383, registered at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius). The meeting will take place in room 229, Karlo Gustavo Emilio Manerheimo g. 8, Vilnius. Start of shareholder registration: May 2, 2022, 9:30 a.m. End of shareholder registration: May 2, 2022, 9:55 a.m
The deadline for the extraordinary general meeting of shareholders has been set for April 25, 2022. The right to attend and vote in the Extraordinary General Meeting of Shareholders can only be exercised by those persons who remain shareholders of LITGRID AB until the end of the recording date of the Extraordinary General Meeting of Shareholders.
Agenda and proposed resolutions of the general meeting:
Regarding the Approval of the Board Resolution of LITGRID AB dated April 8, 2022 (Minutes No. 9)
1. Approval of the creation of tangible assets by entering into the design-build contract for the 330 kV Vilnius-Neris Electricity Transmission Line (ETL) with Žilinskis ir Co, UAB, legal personality code 304317232, having its registered office in Ateities pl. 31, Kaunas,
2. To approve the essential terms of the design-build contract for the 330 kV ETL Vilnius-Neris:
2.1. contracting parties – LITGRID AB, legal personality code 302564383, registered office at Karlo Gustavo Emilio Manerheimo str. 8, Vilnius, and Žilinskis ir Co, UAB, legal entity code 304317232, registered office Ateities pl. 31, Kaunas;
2.2. Subject of the contract: Design and construction works of the 330 kV Vilnius-Neris overhead line (according to the Contract Conditions for civil 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. contract term – The work must be carried out in full and properly completed by 1St June 2025. The contract is valid until the parties have fulfilled their contractual obligations in full or until the contract is terminated. The deadline for completing the work may be extended by written agreement of the parties due to the circumstances of force majeure or the implementation of the changes in accordance with the procedure specified in the contract.
2.4. Contract price and pricing, payment method, reservation:
2.4.1. The contract price is €31,900,000 excluding VAT
2.4.2. pricing – Price calculation method of fixed price with a check is applied.
2.4.3. Contract Price Adjustments Due to Change in 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 Statistical Office of the Republic of Lithuania changes: (A ) by more than 10% in any 12 month period; or (B) by more than 15% in any period after planning permission is granted if no annual indexation has been carried out during that period. The party interested in the recalculation of the contract price draws up a deed of recalculation of the amounts to be paid to the contractor. The change in the contract price must be documented in a written agreement on the contract change.
2.4.4. Article 13.1 of the Special Terms of Contract grants the right to change the contract if there is an objective need based on what is stated in Art. 97 of the Public Procurement Act or in another law. The contractor entitled to additional payment under the contract must notify the engineer and describe the event or circumstances giving rise to the claim. The Contractor must provide this notification within 28 days of becoming aware of the event and circumstances (Article 20.1 of the Contract).
2.4.5. Changes in the contract price due to changes in the law – The contract price will be recalculated if the laws or their interpretation change after the conclusion of the contract and the expenses of the contractor (contract implementation costs) increase or decrease as a result. The contractor is not entitled to profit from the increased costs. The contract price will be recalculated taking into account the VAT increases or decreases due to the VAT laws. Changes in legislation on taxes other than VAT do not affect the contract price.
2.4.6. Reservation – not applicable.
2.5. performance guarantees – The performance of the contract is secured by a first-demand, unconditional and irrevocable bank guarantee acceptable to the customer. The amount of the security is 10% of the original contract price (excluding VAT).
3. To authorize the General Manager of LITGRID AB, without a separate resolution of the Board of Directors of LITGRID AB, to take decisions on changing the essential contractual condition – contractual price – by lowering the price without restrictions or increasing the price by agreeing additional works and/ or reasonable increase in the prices of materials/equipment if the sum of the prices of all additional work agreements does not exceed 10% (ie EUR 3,190,000 excluding VAT) of the original contract price.
4. To oblige the General Manager of LITGRID AB to inform the Board of Directors by e-mail prior to the adoption of such decisions made pursuant to Section 3 of the Decision to Change the Material Term.
Shareholders can get acquainted with the draft resolutions of the General Meeting and supplementary materials thereto, as well as with the implementation of shareholders’ rights on the Central Database of Regulated Information www.crib.lt and on the Company’s website www.litgrid.eu.
The right to supplement the agenda of the general meeting is held by the company’s shareholders whose shares are entitled to at least 1/20 of the total votes. The proposal to add to the agenda must be submitted in writing and sent by registered mail or to the Company’s headquarters at the address: Karlo Gustavo Emilio Manerheimo st. 8, LT-05131 Vilnius (the “Head Office”). For each proposed item on the agenda of the general meeting, draft resolutions on the proposed items or, if no resolution is required, explanations must be submitted. The agenda will be supplemented if the proposal is received by April 15, 2022 at the latest.
Shareholders, who are entitled to at least 1/20 of the total votes, have the right to propose new draft resolutions on the items on the agenda in writing at any time before the General Meeting or during the General Meeting. Such proposals must be in writing and sent to the Company by registered mail or delivered to the Company’s headquarters. The motion made during the meeting must be in writing and handed over to the Secretary of the General Meeting.
The shareholders have the right to address questions on the items on the agenda of the Annual General Meeting to be held on May 2, 2022 in advance, but no later than April 26, 2022, to the company. Questions must be dealt with in writing and sent by registered mail to the Company or to the Company’s headquarters. The Company will not provide an answer to a question personally addressed to a shareholder if such information is available on the Company’s website www.litgrid.eu.
Each shareholder is entitled to authorize a natural or legal person to attend and vote on his behalf at the general meeting. The proxy of the shareholder must present the document confirming the identity of the person and the notarized power of attorney issued and valid in accordance with the law, which must be delivered no later than the end of the registration of participants to the central administration General Meeting. During the Annual General Meeting, the voting rights representative exercises the same rights as the shareholder he/she represents. The proxy form for representation at the general meeting is available on the company’s website: www.litgrid.eu.
The shareholders entitled to attend the general meeting of shareholders have the right, by means of electronic means of communication, to authorize a natural or legal person to attend and vote on their behalf at the general meeting of shareholders. This power of attorney does not need to be notarized. The Company recognizes the power of attorney issued via electronic means of communication only if the shareholder signs it with an 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 the information transmitted is ensured is and the shareholder can be identified. The shareholder is obliged to notify the Company of the power of attorney granted by way of electronic communication by close of business (4:30 p.m.) on April 29, 2022 in writing by email to [email protected]
On items on the agenda of the general meeting of Shareholders, Shareholders may vote in writing by completing a general voting slip. At the request of the shareholder, the company will send a general ballot paper free of charge by registered mail or hand it over personally to the shareholder against signature no later than 10 days before the day of the general meeting. The shareholder or his proxy must sign the completed general ballot. If the general ballot is signed by a person who is not a shareholder, a certificate of entitlement to vote must accompany the completed ballot. The duly completed general ballot paper must be sent to the company by registered mail or submitted to the office against signature at the latest before the end of the registration of participants in the general meeting. The general ballot form is available on the Company’s website: www.litgrid.eu.
On the day the general meeting is convened, the total number of shares is 504,331,380. All these shares carry voting rights.
Article 26 information2 of the Companies Act of the Republic of Lithuania are available on the Company’s website: www.litgrid.eu. Information on additions to the agenda as well as resolutions of the general meeting shall also be available in the central database for prescribed information www.crib.lt.
No electronic means of communication will be used to attend and vote at the Annual General Meeting.
The person authorized by Litgrid AB to provide additional information:
Communications project leader in the communications department
Phone. +370 613 19977
E-mail: [email protected]