Convocation of the Extraordinary General Meeting of LITGRID AB shareholders 12/02/2024
Notice on Convening an Extraordinary 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 Extraordinary 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 12 February 2024, 10:00 am.
Agenda of the LITGRID Extraordinary General Meeting of Shareholders:
1) Regarding approval of LITGRID AB Board’s decision 22 December 2023 (minutes No. 18, question No. 13) and Board’s decision 19 January 2024 (minutes No. 2, question No. 8).
The beginning of shareholders' registration: 9:30 a. m. on 12 February 2024.
End of shareholders' registration: 9:55 a. m. on 12 February 2024.
The record date of the Extraordinary General Meeting of Shareholders: 5 February 2024. 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 by the end of the record date of the Extraordinary General Meeting of Shareholders.
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 19 January 2024, the Board of LITGRID approved the agenda of the Extraordinary General Meeting of Shareholders and the Draft Resolution of the meeting:
The agenda of the General Meeting of shareholders:
1) Regarding approval of LITGRID AB Board’s decision 22 December 2023 (minutes No. 18, question No. 13) and Board’s decision 19 January 2024 (minutes No. 2, question No. 8).
Proposed Draft Resolution:
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To approve the conclusion of the Contract for the availability of electricity generation facilities with the related party AB "Ignitis Gamyba" and to approve the following essential terms of the Contract:
- Parties to the Contract – LITGRID AB (legal entity code 302564383 address of the registered office of Karlo Gustavo Emilio Manerheimo g, 8, LT 05131 Vilnius); AB "Ignitis gamyba" (legal entity code 302648707 address of the registered office at Elektros str. 21, Elektrėnai).
- Subject of the Contract – in accordance with the procedure established in this Contract, the Producer undertakes to provide the Operator with the service of availability of electricity generation facilities in accordance with the Order submitted by the Operator, and the Operator undertakes to pay the Producer for the provided service of availability of electricity generation facilities.
- Price and (or) pricing – The maximum value of the contract is EUR 14,5 million. The price of the electricity generation equipment availability service provided by the Producer is the price of the isolated work service specified in the order and the price of the additional component of the security of natural gas supply (the price of the service for the availability of electricity generation facilities established in the Contract corresponds to the upper price limit set by NRA for the Producer).
- Payment procedure – The Producer, in accordance with the Act agreed among the Parties, no later than within 1 (one) working day from the date of signing the Acts, issues and submits to the Operator a VAT invoice for the Equipment Availability Service provided during the expired Accounting Period. VAT invoices shall be issued on the date of the calendar month of the accounting period ended. The Operator, having received the VAT invoice issued by the Producer, shall pay it no later than by the last of the current month.
- Term of validity of the Contract and other essential terms – the Contract concluded by the Parties shall enter into force from the date of its signing and shall be valid until 29 February 2024 at 24:00.
- Performance assurance – a Party who fails to pay the received VAT invoices or make any other payments due to it in accordance with the procedure and within the time limits set out in this Contract shall pay interest at the rate of 0.04% (four hundredths of a percent) on the unpaid amount for each day overdue.
2.1. To approve the conclusion of the Contract for the availability of electricity generation facilities service with the related party AB "Ignitis gamyba" and to approve the following essential terms of the Contract:
- Parties to the Contract – LITGRID AB (legal entity code 302564383 address of the registered office of Karlo Gustavo Emilio Manerheimo g, 8, LT 05131 Vilnius); AB "Ignitis gamyba" (legal entity code 302648707 address of the registered office at Elektros str. 21, Elektrėnai).
- Subject of the Contract – in accordance with the procedure established in this Contract, the Producer undertakes to provide the Operator with the service of availability of electricity generation facilities in accordance with the Order submitted by the Operator, and the Operator undertakes to pay the Producer for the provided service of availability of electricity generation facilities.
- Price and (or) pricing – The maximum value of the contract is EUR 73,8 million. The price of the electricity generation equipment availability service provided by the Producer is the price of the isolated work service specified in the order and the price of the additional component of the security of natural gas supply (the price of the service for the availability of electricity generation facilities established in the Contract corresponds to the upper price limit set by NRA for the Producer).
- Payment procedure – The Producer, in accordance with the Act agreed among the Parties, no later than within 1 (one) working day from the date of signing the Acts, issues and submits to the Operator a VAT invoice for the Equipment Availability Service provided during the expired Accounting Period. VAT invoices shall be issued on the date of the calendar month of the accounting period ended. The Operator, having received the VAT invoice issued by the Producer, shall pay it no later than by the last of the current month.
- Term of validity of the Contract and other essential terms – the Contract concluded by the Parties shall enter into force from the date of its signing and shall be valid until 31 December 2024 at 24:00.
- Performance assurance – a Party who fails to pay the received VAT invoices or make any other payments due to it in accordance with the procedure and within the time limits set out in this Contract shall pay interest at the rate of 0.04% (four hundredths of a percent) on the unpaid amount for each day overdue.
3.1. To authorize the chief executive officer of LITGRID AB (with the right to delegate) to coordinate other (non-essential) conditions of the contract with AB “Ignitis gamyba" specified in point 2.1 of this decision and to sign this contract.
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 26 January 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 Extraordinary General Meeting of Shareholders to be held on 12 February 2024, in advance, but not later than 6 February 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 Extraordinary General Meeting of Shareholders. At the Extraordinary 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 Extraordinary 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 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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