Convocation of Extraordinary General Meeting 13/06/2022
Convocation of the Extraordinary General Meeting of LITGRID AB shareholders
Extraordinary General meeting of LITGRID AB shareholders, initiated and decided by the Board, is summoned on 13 June 2022, 10:00 a.m. (company code 302564383, registered at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius). The meeting will be held in room 229, at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius. Beginning of shareholders' registration: 13 June 2022, 9:30 a.m. End of shareholders' registration: 13 June 2022, 9:55 a.m.
The record date of the extraordinary general meeting of shareholders has been set for 6 June 2022. 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:
- Regarding approval of LITGRID AB Board’s decision of 20 May 2022 (minutes No. 12)
Proposed resolution:
I. To approve the material conditions of the transaction of the Contract No 21VP-SUT-40 for the design and work of reconstruction of the 330 kV single-circuit overhead line Jurbarkas-Bitenai (LN 531) into a double-circuit overhead line, that was signed on 23 March 2021, with the group of suppliers consisting of UAB Empower-Fidelitas (legal entity code: 123855155, registered office address: Galines Str. 8, Galine, LT-14247 Vilnius district), and EMPOWER AS (legal entity code: 11445550, registered office address: K. A. Hermanni 8a, 10121 Tallinn, Estonia) by changing the Contract price:
- General conditions: the Conditions of Contract for Plant and Design-Build for Electrical & Mechanical Plant, and for Building and Engineering designed by the contractor (Yellow Book), issued by the International Federation of Consulting Engineers (Fédération Internationale des Ingénieurs-Conceils, FIDIC), First Edition 1999 (second revised edition in Lithuanian, 2007).
- Object of the Contract – design and construction work of reconstruction of the 330 kV single-circuit overhead line Jurbarkas-Bitenai (LN 531) into a double-circuit overhead line.
- Deadline for the completion of the work – the work must be fully performed and properly completed by 1 April 2023. Stages of the work:
- Stage 1 (by 7 January 2022) – to prepare a technical project and obtain a document permitting construction;
- Stage 2 (by 1 April 2023) – to prepare the project of the Object construction work, to perform and complete the Object construction Work, including all successfully completed tests, and to obtain and submit to the Customer a deed of the Object construction completion.
4. Term of the Contract – until the Parties will fulfil the contractual obligations or until the termination of the Contract.
5. The Contract price – the amount of 2,466,315 EUR, exclusive of VAT, is allocated additionally for the performance of the Contract; the total Contract price is 14,781,158.14 EUR, exclusive of VAT.
6. Contract pricing and payments. The rate with review pricing applies to the Contract. The price of each stage will be paid in instalments, the amount of which is agreed as percentage of the stage price. The payments will be linked to the intermediate results achieved.
7. Adjustments to the Contract price due to the changed prices of the costs: amounts payable to the Contractor for the Contract work can be recalculated only if the value of the monthly construction cost price index 'Engineering Structures' (Index) published by the Department of Statistics of the Republic of Lithuania changes by more than 10% during any 12-month period, or by more than 15% during any period after the issuance of the construction permitting document, if, during that period, annual indexation was not performed;
8. Adjustments to the Contract price due to the changes in the Laws: the Contract price will be recalculated if, after the entry into the Contract, the Laws or their construction will change, and, as a result, the Contractor expenses will increase or decrease (Contract performance costs). The contractor will not be entitled to a profit of the increased expenses. The Contract price will be recalculated taking into account increases or decreases in VAT due to the Laws related to VAT. Amendments to the legal acts, that govern taxes other than VAT, will not affect the Contract price;
9. Payment procedure: Payments to the Contractor will be made only after the Engineer (or Customer) will confirm that all the conditions, to which the ordinary contribution is linked, have been met. Only then the Contractor will acquire the right to issue a VAT invoice under the Contract for the relevant amount. The time limit for the payment is 30 days after the date on which the invoice of the Contractor has been submitted. All payments are made in euros.
10. Pre-payment (payment in advance): The Contractor will have the right to receive a pre-payment (payment in advance) – 5% of the Accepted Contract price (exclusive of VAT) of the Stage 2 works, provided that the Contractor will provide the Customer with a security of the Contract performance. The pre-payment (payment in advance) must be refunded by deducting 5% of each Payment Certificate and of the VAT invoice of the Contractor. Deductions must be made until the pre-payment will be refunded in full.
11. The percentage of withholding and the amount of the money withheld - 10% of the payable amount shall be withheld of each VAT invoice of the Contractor until the amount of the money withheld, which is equal to 10% of the accepted Contract amount (exclusive of VAT), will be reached. Refund of the money withheld shall be performed after the issue of a deed of the Construction completion, after completion by the Contractor of all unfinished works, that are specified in the Certificate of Takeover of the Work, and after the Engineer has confirmed a proper completion of such work.
12. Measures to secure the obligations:
12.1. Contract performance security (Performance guarantee) - the first demand, irrevocable and unconditional guarantee of the bank indicated in the Customer's list of the acceptable banks. The amount of the guarantee - 10% of the accepted Contract amount (exclusive of VAT) for the entire Project.
12.2. A guarantee of the Warranty period - the first demand, irrevocable and unconditional guarantee of the bank indicated in the Customer's list of the acceptable banks. The amount of the guarantee for the first year is 10% of the Contract price (exclusive of VAT), for the second and third year - 5% of the contract price (exclusive of VAT).
13. Liability:
13.1. Compensation for delay: For the Stage 1 delay - 0.04% of the accepted Contract price for Stage 1 for each day, to be paid in euros. For the Stage 2 delay - 0.04% of the accepted Contract price for Stage 2 for each day, to be paid in euros.
13.2. Penalties for delay in completing minor unfinished work and/or in rectifying defects - 1,000 EUR for each day of the infringement, calculated separately for each case of infringement.
13.3. Penalties for delay in rectifying defects within the time of the notification about defects - 1,000 EUR for each day of the infringement, calculated separately for each case of infringement.
13.4. Penalty for non-compliance with the obligation concerning the amount of remuneration – 10,000 EUR for each month in which the obligation is not being met.
13.5. Fine for the delay in providing a program – a fine of 100 EUR in the event of delay in providing an updated program.
13.6. The overall liability for delay in providing the updated program cannot exceed 10,000 EUR.
13.7. Fine for failure to harmonize the technical project documentation with the Customer through the fault of the Contractor in 3 times - 400 EUR for each repeated harmonization of the documents, that exceeds the 3-time limit of the harmonization.
13.8. Fine after it is found that the workers of the Contractor's personnel or of third parties, for whom the Contractor is responsible, who are in the object, are under the influence of alcohol, narcotic, toxic and/or psychotropic substances – 1,500 EUR for each case;
13.9. The following limits will apply to the liability of the Parties for direct losses under the Contract:
13.10. The overall liability of the Contractor will not exceed 100% of the Accepted Contract amount for the entire Project;
13.11. The Contractor’s liability for delay will not exceed 10% of the accepted Contract amount for the entire Project (exclusive of VAT);
13.12. The overall liability of the Contractor will not exceed 100% of the accepted Contract price for the entire Project.
II. To authorise the CEO of LITGRID AB to make decision, without a separate decision of the Board of LITGRID AB, regarding the change of the essential condition of the Contract - the Contract price - by reducing the price without any restrictions or by increasing the price by entering into agreements on the acquisition of additional works and/or on a reasonable increase in the prices of materials/equipment, if the total amount of all agreements on the prices of additional work does not exceed 10% (that is, 1,231,484.30 EUR, exclusive of VAT) of the original Contract price.
III. To oblige the CEO of LITGRID AB to inform the Board, before making such a decision, by e-mail of the decisions made in Point 2 of this Decision regarding the amendment of the material condition of the Contract.
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 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 (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 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 27 May 2022.
The shareholders entitled to at least 1/20 of the total number of votes shall 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 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 General Meeting of Shareholders.
The shareholders shall have the right to submit questions to the Company in advance, but not later than on 7 June 2022, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 13 June 2022. 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 General Meeting of Shareholders. During the 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.
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 [email protected] until the close of business day (4:30 p.m.) of 10 June 2022.
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 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 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 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.
No electronic communication means will be used for participation and voting in the general meeting of shareholders.
Annexes:
