As initiated and decided by the Board of LITGRID AB, legal entity code 302564383, office address at Viršuliškių skg. 99B, LT-05131 Vilnius, Republic of Lithuania (the “Company”), the Extraordinary General Meeting of Shareholders of the Company will be convened on 21 October 2020, 10.00 a.m., at the Company's head office (address: Viršuliškių skg. 99B, Vilnius). It is recommended for the shareholders to participate in the meeting by completing the general ballot paper and submitting it to the Company in advance.
Taking into account the probability that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 1226 of 4 November 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.
Agenda of the Meeting:
- Regarding the approval of the operating budget of the Board of the Company for 2021 and subsequent years
- Regarding approval of LITGRID AB Board’s decision No. 12 of 18 December 2020 (minutes No. 22)
Shareholder registration will commence at 9.15 a.m., 11 January 2021.
Shareholder registration will be closed at 9.45 a.m., 11 January 2021.
The Record Date of the General Meeting of Shareholders: 4 January 2021. To be entitled to attend and vote at the Extraordinary General Meeting of Shareholders, persons must be registered shareholders of the Company at the end of the Record Date of the Extraordinary General Meeting of Shareholders.
To be entitled to participate and vote at the Extraordinary General Meeting of Shareholders, persons must provide their identification documents. Persons who are not shareholders of the Company, shall in addition to the aforesaid documents present documents certifying their right to vote at the Extraordinary General Meeting of Shareholders.
A possibility of participating and voting in the Extraordinary General Meeting of Shareholders by electronic means of communication shall not be provided.
On 18 December 2020, the Board of the Company approved the draft agenda and draft decisions of the Extraordinary General Meeting of Shareholders:
Draft of the decision:
- Regarding the approval of the operating budget of the Board of the Company for 2021 and subsequent years
“1. To establish that the total annual budget for 2021 for the remuneration of the members of the Board of the Company and additional expenses of the Company for ensuring the activities of the Board is EUR 41,580.
2. To establish that until the validity of the decision No. 2 of the 17 December 2019 General Meeting of Shareholders established the amounts of remuneration of the members of the Board and the principles of determining the remuneration of the members of the Board, the amount of the Board's operating budget (in Euro) for 2021 applies to subsequent years. In case of changes in the legislation on taxation and / or a member of the Board is elected a member of the Board Committee and / or Chairman of the Board or a member of the Board is revoked / resigns from the position of a member of the Board and / or Chairman of the Board , the remuneration of such a member of the Board of the Company (and at the same time the annual budget of the Board) is automatically changed taking into account the amounts of remuneration of the members of the Board established by the decision No 2 of the 17 December 2019 General Meeting of Shareholders., without adopting a new decision of the General Meeting.”
- Regarding approval of LITGRID AB Board’s decision No. 12 of 18 December 2020 (minutes No. 22)
"To approve amendment agreement No. 1 on 2020. April 30 „Reconstruction of 330 kV voltage transmission line Lithuanian E - Alytus (LN 330)” design and works procurement contract No. 20VP-SUT47 and to amend the essential terms of the contract:
1. Deadline for completion of works - The works must be completed in full and duly by the approved date 29 September 2023 from the date of conclusion of the Contract:
- Phase I (within 15 months from the date of the contract) - construction permits received.
2. The contract price excluding VAT is EUR 15,088,700.0 and including VAT is EUR 18 257 327.0.”
The shareholders may familiarize themselves with the Draft Resolutions of the General Meeting of Shareholders and supplementary material thereof, also with the implementation of the shareholders’ rights on the Central Database of Regulated Information www.crib.lt and at Company’s website www.litgrid.eu.
The shareholders of the Company, whose shares are entitled to at least 1/20 of the total number of votes, shall have the right to supplement the agenda for the Extraordinary General Meeting of Shareholders. The proposal to supplement the agenda shall be submitted in writing and sent by registered mail or delivered to the head office of the Company to the address: Viršuliškių skg. 99B, LT-05131 Vilnius (the “Head Office”). Draft Resolutions on the proposed issues or, when it is not mandatory to adopt resolutions, explanatory notes on each proposed issue of the agenda of the Extraordinary General Meeting of Shareholders must be presented alongside with the proposal. The agenda will be supplemented if the proposal is received not later than on 28 December 2020.
The shareholders entitled to at least 1/20 of the total number of votes shall have the right, at any time before the Extraordinary General Meeting of Shareholders or during the Meeting, to propose in writing new draft resolutions on the items put on the agenda of the Extraordinary General Meeting of Shareholders. Such a proposals must be executed in writing and sent to the Company by registered mail or delivered to the Head Office of the Company. The proposal submitted during the course of the Meeting must be executed in writing and handed over to the Secretary of the Extraordinary General Meeting of Shareholders.
The shareholders shall have the right to submit questions to the Company in advance, but not later than on 4 January 2020, in relation to the issues on the agenda of the Extraordinary General Meeting of Shareholders to be held on 11 January 2021. Questions must be executed in writing and delivered to the Company by registered mail or to the Head Office of the Company. The Company will not present any answer to the question submitted by a shareholder personally to him in the case relevant information is available on the Company’s website www.litgrid.eu.
Any shareholder shall be entitled to authorize a natural or legal person to participate and vote in his name at the General Meeting of Shareholders. The proxy of the shareholder must present the document confirming the person’s identity and the certified Power of Attorney issued and valid in accordance with the law, which must be delivered to the Head Office not later than before the end of the registration of the attendees of the Extraordinary General Meeting of Shareholders. During the Extraordinary General Meeting of Shareholders, the proxy exercises the same rights as the shareholder he is representing should. The form of the Power of Attorney to represent at the General Meeting of Shareholders is available on the website of the Company: www.litgrid.eu.
On the issues on the agenda of the Extraordinary General Meeting of Shareholders, the Shareholders may vote in writing by filling in a General Ballot Paper. On the shareholder’s request, the Company, not later than 10 days before the day of the Extraordinary General Meeting of Shareholders, will send a General Ballot Paper by registered mail free of charge or submit it in person against signature to the shareholder. The shareholder or his proxy must undersign the filled in General Ballot Paper. If the General Ballot Paper is signed by a person who is not a shareholder, a document certifying his right to vote must be appended to the filled in Ballot Paper. The duly filled in General Ballot Paper must be delivered to the Company by registered mail or submitted against signature at the Head Office not later than before the end of registration of the attendees of the General Meeting of Shareholders. The form of the General Ballot Paper is available on the website of the Company: www.litgrid.eu.
On the day of convocation of the Extraordinary General Meeting of the Shareholders the total number of shares was 504 331 380. All these shares grant voting right.
Information referred to in Articles 26 and 261 of the Law on Companies of the Republic of Lithuania shall be available on the website of the Company: www.litgrid.eu. Information about the additions to the agenda, as well as decisions made by the general meeting shall be also available on the Central Database of Regulated Information www.crib.lt.
Annexes:
1. LITGRID AB Power of Attorney Form
2. LITGRID AB Shareholder Ballot
The individual authorized by LITGRID AB to provide additional information:
Jurga Eivaitė
Communications project manager
phone: +370 613 19977
e-mail: jurga.eivaite@litgrid.eu
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