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Ordinary General meeting of LITGRID AB shareholders is summoned on 20 April 2020, 10:00 at (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: 20 April 2020, 9:30. End of shareholders' registration: 20 April 2020, 9:55.
Taking into account the probability that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 207 of 14 March 2020 may be extended to the Meeting Day, the management of the Company strongly urges the Company's shareholders to vote on the agenda items in writing, by filling voting ballot. More information on shareholders' rights and obligations is provided below in this announcement.
The record date of the ordinary general meeting of shareholders has been set for 10 April 2020. The right of participation and voting in the ordinary 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 ordinary general meeting of shareholders.
The record date of rights of the ordinary general meeting has been set for 5 May 2020. The shareholders’ property rights provided for in Article 15 (1) Items 1-4 of the Law of Companies of the Republic of Lithuania will be exercised only by the persons who remain the company shareholders at the end of the record date of the rights of the meeting.
Agenda and proposed draft resolutions of the general meeting of shareholders:
- Presentation of the consolidated annual report of the Company for 2019.
The consolidated annual report of LITGRID AB on the activities of the company and the group for 2019 is taken into account. No resolutions on the specified matter are adopted. (Annex No. 1)
- Presentation of the external auditor's report.
Independent Auditor's Report is taken into account. No resolutions on this matter are adopted (Annex No. 1).
- Approval of the consolidated report and financial statements of the Company for 2019.
Proposed resolution:
To approve the financial statements of LITGRID AB for 2019 (Annex No. 1)
- Distribution of the Company's profit (loss) of 2019.
Proposed resolution:
To approve the profit (loss) distribution of LITGRID AB of 2019 proposed by the Board of LITGRID AB (Annex No. 2).
- Regarding approval of Remuneration policy of LITGRID AB;
Proposed resolution:
5.1. To approve Remuneration policy for the executive and members of the board of LITGRID AB (Annex No. 3);
5.2. To authorize and oblige manager of LITGRID AB, Daivis Virbickas, to announce the approved policy publicly, as well as results of this ordinary general meeting of shareholders and the date of the meeting, as provide by the Law on Companies of the Republic of Lithuania.
- Regarding election of new board of LITGRID AB.
Proposed resolution:
6.1. To recall in corpore the board elected on 29 July 2016 by the extraordinary general meeting of shareholders of LITGRID AB for the term of 4 years from 20 April 2020.
6.2. To elect the candidates, who receive the majority of votes in the Company’s general meeting of shareholders on 20 April 2020, to the Board of LITGRID AB for the new term of 4 (four) years. In accordance to the decision of the Board of UAB “EPSO-G” of 27 March 2020 and to the recommendation on composition of the board of LITGRID AB of the UAB „EPSO-G” Remuneration and allocation committee of 26 March 2020, the following candidates are proposed:
6.2.1. To elect Jūratė Marcinkonienė as a board member of LITGRID AB nominated by the holding company UAB “EPSO-G”.
6.2.2. To elect Rimvydas Štilinis as a board member of LITGRID AB nominated by the holding company UAB “EPSO-G”.
6.2.3. To elect Algirdas Juozaponis as a board member of LITGRID AB nominated by the holding company UAB “EPSO-G”.
6.2.4. To elect Artūras Vilimas as an independent board member of LITGRID AB.
6.2.5. To elect Domas Sidaravičius as an independent board member of LITGRID AB.
6.3. The board and its members shall start their activities when the ordinary general meeting of shareholders of LITGRID AB convened on 20 April 2020 to elect the board ends.
- Regarding establishment of performance conditions for the new board.
Proposed resolution:
7.1. To establish that no fee shall be paid to the board members delegated by the holding company UAB “EPSO-G”.
7.2. To pay the remuneration to independent board members that would be fixed by the resolution of extraordinary general meeting of shareholders of LITGRID AB of 17 December 2019 that is in compliance with the Remuneration policy for the executive and members of the board of LITGRID AB approved in the meeting of 20 April 2020.
7.3. To authorize CEO of LITGRID AB, Daivis Virbickas, to sign standard contracts for activities of independent board member in the board of LITGRID AB approved by the resolution of extraordinary general meeting of shareholders of LITGRID AB of 17 December 2019 not later than within 5 (five) days after adoption of this resolution in the name of LITGRID AB with newly elected members, and standard contracts for activities of board member in the board of LITGRID AB approved by the resolution of ordinary general meeting of shareholders of LITGRID AB of 23 April 2019.
- Regarding granting of powers to CEO of LITGRID AB.
Proposed resolution:
To authorize (with the right of sub-authorization) CEO of LITGRID AB, Daivis Virbickas, to notify the Register of Legal Entities of the Republic of Lithuania about recalled board members and election of new board, to register the changed data in the Register of Legal Entities of the Republic of Lithuania, and to perform any other related actions.
- Regarding approval of LITGRID AB Board’s decision No. 4 of 27 March 2020 (minutes No. 6)
Proposed resolution:
9.1. To approve creation (installment) of non-current assets - 330 kV voltage overhead transmission line Lithuanian E – Alytus (LN 330), by entering into a contract for designing and construction works with the group of undertakings formed from AB “Kauno tiltai” (Kaunas Bridges Ltd) (code of legal entity: 133729589, registered address at 46, Ateities rd., Kaunas) and UAB “Litenergoservis” (code of legal entity: 302244515, registered address at 3, Senoliu str., Vilnius). The Contract’s price excl. VAT is EUR 14.849.700,0, incl. VAT–EUR 17.968.137,00.
9.2. To approve the following essential conditions of the procurement contract for designing and construction works regarding reconstruction of 330 kV voltage overhead transmission line Lithuanian E – Alytus (LN 330):
9.2.1. Parties of the Contract:
9.2.1.1. Customer- LITGRID AB – code of legal entity: 302564383, registered address at 99B, Virsuliskiu lane, Vilnius
9.1.2. Contractor - the group of undertakings formed from AB “Kauno tiltai” (Kaunas Bridges Ltd) (code of legal entity: 133729589, registered address at 46, Ateities rd., Kaunas) and UAB “Litenergoservis” (code of legal entity: 302244515, registered address at 3, Senoliu str., Vilnius);
9.2.2. Object of the Contract – reconstruction works of 330 kV voltage overhead transmission line Lithuanian E – Alytus (LN 330).
9.2.3. Deadline of works – The works have to be completed in full scope before 29 Sep 2023. The following stages are applied from the day of the contract’s conclusion:
9.2.3.1 Stage I (within 10 months from the day of the contract’s conclusion) – documents permitting construction works have to be received;
9.2.3.2 Stage II (until 29 Jul 2023) – the reconstructed 330 kV voltage overhead transmission line Lithuanian E – Alytus (LN 330) has to be actuated;
9.2.3.3 Stage III (until 29 Sep 2023) – the deeds on completed construction works have to be received.
9.2.4. Contract’s expiry date – until the parties implement their contractual obligations or until the Contract is terminated.
9.2.5. The Contract’s price excl. VAT is EUR 14.849.700,0, incl. VAT–EUR 17.968.137,00.
9.2.6 Payment procedure: prepayment of 5 percent from the initial price of the Contract shall be made to the Contractor within 30 days after receipt of proforma invoice. The remaining amount of the Contract’s price shall be paid in interim payments to the Contractor, according to the register of works (for engineering researches and preparation of technical project – according to the Contractor’s offer submitted at the time of procurement). The Customer shall pay the properly issued invoice (having deducted the withheld amounts) within 30 days after its receipt. The Customer shall withhold payment of submitted invoices exceeding 90 percent of the initial price of the Contract.
9.2.7. Fine for late Works:
9.2.7.1 For late works of stage I (documents permitting construction works have to be received within 10 months from the day of the contract’s conclusion) - 0,005 percent from the initial price of the Contract for each overdue day.
9.2.7.2 For late works of stage II (the reconstructed 330 kV voltage overhead transmission line Lithuanian E – Alytus (LN 330) has to be actuated until 29 Jul 2023) – 0,03 percent from the initial price of the Contract for each overdue day.
9.2.7.3 For late works of stage III (the deeds on completed construction works have to be received until 29 Sep 2023) – 0,005 percent from the initial price of the Contract for each overdue day.
9.2.8. The Contract’s implementation shall be secured by a demand, unconditional and irrevocable guarantee issued by the bank acceptable to the Customer (the list of banks is provided in Annex SS 1.4 to the Contract). The security of the Contract’s implementation shall amount to 10 percent from the initial price of the Contract excl. VAT (i.e., EUR 1.484.970,00), expiry date –until the Contractor implements all the contractual obligations and 60 days after the Contract’s expiry.
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 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. Taking into account that on the date of this announcement quarantine is in force in the territory of the Republic of Lithuania (and there is no possibility to predict or extend its validity) - we invite shareholders of the Company to give priority to familiarization with the information provided in the Companies website section „For Investors“.
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 (4.30 p.m.) of April 17, 2020.
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 (4.30 p.m.) of April 17, 2020.
No electronic communication means will be used for participation and voting in the general meeting of shareholders.
Annexes:
- Consolidated financial Company financial statements for 2019, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, together with the conclusion of the independent auditor and consolidated yearly report;
- Profit (loss) distribution project for 2019;
- Remuneration policy for the executive and members of the board of LITGRID AB;
- UAB „EPSO-G” Remuneration an allocation committee recommendation on composition of the board of LITGRID AB of 26 March 2020.
- 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
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