Convocation of Extraordinary General Shareholder Meeting 02/05/2022
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 2 May 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: 2 May 2022, 9:30 a.m. End of shareholders' registration: 2 May 2022, 9:55 a.m.
The record date of the extraordinary general meeting of shareholders has been set for 25 April 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 8 April 2022 (minutes No. 9)
Proposed resolution:
1. To approve the creation of fixed assets by concluding the Design-Build Contract for the 330 kV Electric Power Transmission Line (ETL) Vilnius-Neris with Žilinskis ir Co, UAB, legal entity code 304317232, with registered office at Ateities pl. 31, Kaunas,
2. To approve the essential conditions of the Design-Build Contract for the 330 kV ETL Vilnius-Neris:
2.1. Parties of the Contract - LITGRID AB, legal entity code 302564383, registered office at Karlo Gustavo Emilio Manerheimo str. 8, Vilnius, and Žilinskis ir Co, UAB, legal entity code 304317232, registered office at Ateities pl. 31, Kaunas;
2.2. Object of the Contract: Design and construction works of 330 kV overhead power line Vilnius-Neris (according to the terms and conditions of the contract for construction 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. Term of the Contract - the Works must be performed in full scale and properly completed by 1st June 2025. The Contract is valid until the complete fulfilment of the contractual obligations by the Parties or termination of the Contract. The term of completion of the Works may be extended by written agreement of the Parties due to the Force Majeure Circumstances or the performance of the Amendments in accordance with the procedure specified in the Contract.
2.4. Contract Price and pricing, payment procedure, reserve:
2.4.1. The Contract Price is € 31,900,000 excluding VAT
2.4.2. Pricing - price calculation method of fixed price with a review shall be applied.
2.4.3. Contract Price adjustments due to changed 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 Department of Statistics of the Republic of Lithuania changes: (A) by more than 10% in any period of 12 months, or (B) by more than 15% in any period after the issuance of the building permit, if no annual indexation has been carried out during that period. The Party interested in the recalculation of the Contract Price shall prepare a deed of recalculation of the amounts payable to the Contractor. The change of the Contract Price must be documented in a written agreement on the amendment of the Contract.
2.4.4. Article 13.1 of the Specific Conditions of the Contract grants the right to amend the Contract if there is an objective need due to the reasons (unforeseen circumstances) specified in Art. 97 of the Law on Procurement, or in another Law. The Contractor, who deems to be entitled to an additional payment under the Contract, shall notify the Engineer, describing the event or circumstances giving rise to the claim. The Contractor must submit such notification within 28 days of the Contractor becoming aware of the event and circumstances (Article 20.1 of the Contract).
2.4.5. Amendments to the Contract Price due to changes in the Laws - the Contract Price will be recalculated if the Laws or their interpretation change after the conclusion of the Contract, and as a result the Contractor's Expenses (Contract Execution Costs) increase or decrease. The Contractor will not be entitled to any profit from the increased Costs. The Contract Price will be recalculated taking into account the VAT increases or decreases due to the VAT-related Laws. Changes in the legislation governing taxes other than VAT will not affect the Contract Price.
2.4.6. Reserve - not applicable.
2.5. Performance Securities - performance of the Contract will be secured by a first-demand, unconditional and irrevocable bank guarantee acceptable to the Customer. The amount of the security is 10% of the initial Contract Price (excluding VAT).
3. To authorize the General Director of LITGRID AB without a separate decision of the Board of LITGRID AB to make decisions on changing the essential condition of the Contract – Contract Price – by reducing the price without any restrictions or increasing the price by concluding agreements on additional works and/or reasonable increase of the prices of materials/equipment, if the sum of the prices of all agreements on additional works does not exceed 10% (i.e., EUR 3,190,000 excluding VAT) of the initial Contract Price.
4. To oblige the General Director of LITGRID AB to inform the Board by e-mail before the adoption of such decisions taken under the Clause 3 of the Decision on the amendment of the essential 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 15 April 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 26 April 2022, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 2 May 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 29 April 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:
