Convocation of the Ordinary General Meeting of LITGRID AB shareholders 30/04/2024
Notice on Convening of the Ordinary General Meeting of Shareholders of LITGRID AB
In accordance with the initiative and decision of the Board of LITGRID AB (company code 302564383, registered address at Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius) (hereinafter – LITGRID, Company), the Ordinary General Meeting of LITGRID shareholders is convened at the Company’s registered office (address Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius, Room 229) on 30 April 2024, 10:00 am.
Agenda of the LITGRID Ordinary General Meeting of Shareholders:
1) Regarding Annual Report of LITGRID AB for 2023;
2) Regarding independent auditor’s conclusion on LITGRID AB financial statements and annual report for 2023;
3) Regarding the approval of the set of financial statements of LITGRID AB for 2023;
4) Regarding the approval of the distribution of profit of LITGRID AB for 2023;
5) Regarding the approval of the remuneration report of LITGRID AB for 2023;
6) Regarding the approval of the new version of the Articles of Association of LITGRID AB;
7) Regarding the approval of the updated Remuneration Policy of LITGRID AB Chief Executive Officer and Board members;
8) Election of Board members;
9) Regarding the determination of the conditions of the Board's activity;
10) Determination of remuneration amounts for members of the Board of LITGRID AB and the operating budget of the Board in 2024 and subsequent years.
The beginning of shareholders' registration: 9:30 a. m. on 30 April 2024.
End of shareholders' registration: 9:55 a. m. on 30 April 2024.
The record date of the General Meeting of Shareholders: 23 April 2024. The right of participation and voting in the General Meeting of Shareholders can be exercised only by the persons who remain shareholders of LITGRID by the end of the record date of the General Meeting of Shareholders. The record day for the shareholders' rights is 15 May 2024.
A person attending at the General Meeting of Shareholders and entitled to vote must provide a proof of identity. A person who is not a shareholder shall, in addition to the aforementioned document, provide a document confirming his/her right to vote at the General Meeting of Shareholder.
Participation and voting at the General Meeting of Shareholders by electronic means shall not be possible.
On 29 April 2024, the Board of LITGRID approved the agenda of the General Meeting of Shareholders and the Draft Decisions of the Meeting (explanations where no decisions are required):
1) Regarding Annual Report of LITGRID AB for 2023
Provided explanation:
"The decision of the General Meeting of Shareholders is not required. The Board submits the annual report for 2023 for hearing at the General Meeting of Shareholders (attached).”
2) Regarding independent auditor’s conclusion on LITGRID AB financial statements and annual report for 2023
Provided explanation:
“A decision of the General Meeting of Shareholders is not required. The General Meeting of Shareholders should take into consideration the opinion presented in the independent auditor’s report for LITGRID AB shareholders when deciding on approval of LITGRID AB complete set of financial statements for 2023 (attached)”.
3) Regarding the approval of the set of financial statements of LITGRID AB for 2023
Proposed resolution:
“To approve the financial statements of LITGRID AB of 2023 (attached)”.
4) Regarding the approval of the distribution of profit of LITGRID AB for 2023
Proposed resolution:
“To approve the distribution of profit for the year 2023 of LITGRID AB (attached)”.
5) Regarding the approval of the remuneration report of LITGRID AB for 2023
Proposed resolution:
“To approve the remuneration report of LITGRID AB of 2023, which is part of the annual report of LITGRID AB for 2023 (attached).”
6) Regarding the approval of the new version of the Articles of Association of LITGRID AB
Proposed resolution:
"6.1. To approve the new version of LITGRID AB Articles of Association (attached).
6.2. To authorise the Chief Executive Officer of LITGRID AB (with the right to sub-delegate) to sign the amended Articles of Association in accordance with the procedure established by legal acts and to register them in the Register of Legal Entities of the Republic of Lithuania, to submit and collect documents, to perform all necessary actions related to the implementation of this decision of the General Meeting of Shareholders."
7) Regarding the approval of the updated Remuneration Policy of LITGRID AB Chief Executive Officer and Board members
Proposed resolution:
"7.1. Approve the Remuneration policy for the LITGRID AB Chief Executive Officer and Board members in its new version (attached).
7.2. To authorize and obligate the Chief Executive Officer of LITGRID AB to publicly announce the approved Remuneration Policy as stipulated by the Law on Companies of the Republic of Lithuania."
8) Election of Board members
Proposed resolution:
"8.1. From 30 April 2024 to elect the candidates who received the most votes at the Company's General Meeting of Shareholders to the Board of LITGRID AB for a term of 4 (four) years.
7.2. To authorise (with the right to sub-delegate) the Chief Executive Officer of LITGRID AB to notify the Register of Legal Entities of the Republic of Lithuania of the election of new members of the Board, to register the changed data in the Register of Legal Entities of the Republic of Lithuania and to perform all other related actions."
9) Regarding the determination of the conditions of the Board's activity
Proposed resolution:
"9.1. Approve the updated standard contract of a Board member regarding activities on the Board of LITGRID AB (attached).
9.2. To authorize (with the right to sub-delegate) the Chief Executive Officer of LITGRID AB to sign the standard contract on the activity of a member of the Board of LITGRID AB with the newly elected members of the Board on behalf of LITGRID AB no later than within 5 (five) days from the day of the adoption of this decision."
10) Determination of remuneration amounts for members of the Board of LITGRID AB and the operating budget of the Board in 2024 and subsequent years
Proposed resolution
“10.1. To establish that remuneration is not paid to the member of the Board delegated by the holding company UAB EPSO-G.
10.2. Set these from 30 April 2024 applicable fixed monthly remuneration to be paid to the members of the Company's Board, which are in accordance with the Guidelines for determining remuneration for activities in the bodies of UAB EPSO-G and UAB EPSO-G group companies, approved by the decision of the sole shareholder of UAB EPSO-G, the Ministry of Energy of the Republic of Lithuania (hereinafter – Remuneration Guidelines), the established criteria, the amounts without deducting the payable taxes:
|
Position
|
Monthly fixed amount of remuneration (Eur)
|
|
Chairperson (independent)
|
4 490
|
|
Board Member (independent)
|
3 368
|
|
Board Member (public servant), if the public servant does not attend and does not perform activities in the collegial body of another SE / SOE and/or ME / MOE*
|
2 694
|
|
Board Member (public servant), if the public servant attends and performs activities in the collegial body of another SE / SOE and (or) ME / MOE.
|
1 684
|
* SE – State Enterprise, SOE – State-owned Enterprise, ME – Municipal Enterprise, MOE – Municipally-owned Enterprise
10.3. To determine that in the event that a member of the Company's Board is elected as the Chairperson of the Company's Board or a member of the Company's Board is recalled/resigns from the position of Chairperson of the Board and/or a public servant is elected or recalled/resigns from the position of a member of the Board of another SE/SOE or ME /MOE in a collegial body, the remuneration of such a member of the Board of the Company is amended without a separate decision of the General Meeting of Shareholders of the Company, taking into account the amounts of remuneration of the members of the Board of the Company determined above by the decision of the General Meeting of Shareholders of the Company.
10.4. To amend the part of the decision of the Extraordinary General Meeting of Shareholders of the Company of 22 December 2022 "The determination of the amounts of remuneration for the members of the Board of LITGRID AB and the determination of the budget for the Board for the year 2023 and the subsequent years" and to determine, taking into account the remuneration amounts to be paid to the Board Members of the Company, that:
10.4.1. total annual budget for the year 2024 for the remuneration of the Board Members of the Company and additional expenses of the Company intended to ensure the activities of the Board is 113 089 Eur;
10.4.2. as long as the amounts of remuneration of the Board Members and the principles of determining the remuneration of the Board Members set out in points 10.2 and 10.3 of this decision are in force, the budget of the Company's Board activity for the relevant year is determined and/or changed automatically (without the adoption of separate decisions of the General Shareholders' Meeting), taking into account the requirements of such budgeting and (or) at the time of the change, the positions held by the Board Members of the Company who meet the criteria set out in the Remuneration Guidelines and, accordingly, the amounts of remuneration to be paid according to them, as well as additional costs intended to ensure the regulation of the Board's activities, if the Company does not apply for a change in the size of the budget for the activities of the Board."
The shareholders may familiarize themselves with the Draft Resolutions of the General Meeting of Shareholders and other additional materials related to the General Meeting of Shareholders also with the implementation of the shareholders’ rights at the Central Database of Regulated Information www.crib.lt and on Company’s website www.litgrid.eu.
The shareholders of LITGRID, whose shares are entitled to at least 1/20 of the total number of votes, have the right to supplement the agenda for the 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: Karlo Gustavo Emilio Manerheimo st. 8, LT-05131 Vilnius (hereinafter – “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 General Meeting of Shareholders must be presented alongside the proposal. The agenda will be supplemented if the proposal is received not later than 16 April 2024.
The shareholders entitled to at least 1/20 of the total number of votes have the right, at any time before the General Meeting of Shareholders or during the meeting, to propose in writing new draft resolutions on the items put on the agenda of the General Meeting of Shareholders. Such proposal must be made in writing and submitted to the Company by registered mail or delivered to the Head Office. The proposal submitted during the meeting must be formalized in writing and delivered to the Secretary of the General Meeting of Shareholders.
Shareholders have the right to submit questions to the Company regarding the agenda of the General Meeting of Shareholders to be held on 25 April 2024, in advance, but not later than 25 April 2024. Questions must be formalized in writing and delivered to the Company by registered mail or to the Head Office. The Company will not provide any answer to the question submitted by a shareholder personally to him / her in the case relevant information is available on the Company’s website www.litgrid.eu.
Any shareholder has the right to authorize a natural or legal person to participate and vote in his/her behalf at the General Meeting of Shareholders. The proxy holder of the shareholder must have 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 General Meeting of Shareholders. At the General Meeting of Shareholders, the proxy holder has the same rights as would be held by the shareholder represented by him/her. 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 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 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/her proxy holder 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 / her right to vote must be appended to the filled in Ballot Paper. The duly filled 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 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 262 of the Law on Companies of the Republic of Lithuania will be available on the website of the Company: www.litgrid.eu.
Information about the additions to the agenda, as well as resolutions made by the general meeting will also be available in the Central Database of Regulated Information www.crib.lt.
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