Convocation of the Extraordinary General Meeting of the shareholders of LITGRID AB
The Extraordinary General Meeting of Shareholders of LITGRID AB, initiated and decided by the Board of Directors, is convened on May 2, 2022, at 10:00 a.m. (company 302564383, registered at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius). The meeting will take place in room 229, at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius. Start of shareholder registration: May 2, 2022, 9:30 a.m. End of shareholder registration: May 2, 2022, 9:55 a.m.
The record date for the Extraordinary General Meeting of Shareholders has been set for April 25, 2022. The right to participate and vote at the Extraordinary General Meeting of Shareholders can only be exercised by persons who remain shareholders of LITGRID AB at the end of the recording. date of the extraordinary general meeting of shareholders.
Agenda and draft resolutions proposed to the general meeting of shareholders:
Regarding the approval of the decision of the board of directors of LITGRID AB of April 8, 2022 (PV no. 9)
1. 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, whose the head office is located at Ateities pl. 31, Kaunas,
2. Approve the essential terms of the design-build contract for the ETL 330 kV Vilnius-Neris:
2.1. Parts 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 the 330 kV overhead power line Vilnius-Neris (in accordance with the terms and conditions of the contract for construction and engineering works designed by the contractor, design and construction of electrical appliances and equipment and mechanical, issued by the International Federation of Consulting Engineers (Fédération Internationale des Ingénieurs-Conceils, FIDIC) (Yellow Book), first edition 1999).
2.3. Contract length – the work must be carried out on a large scale and properly completed by 1st June 2025. The Contract is valid until the full performance of the contractual obligations by the Parties or the termination of the Contract. The period for carrying out the Works may be extended by written agreement of the Parties due to Force Majeure Circumstances or the execution of the Modifications 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 – the fixed price calculation method with revision will be applied.
2.4.3. Contract Price Adjustments Due to Change in Cost Prices – Amounts due to the Contractor for Contract Work may only be recalculated if the value of the Monthly Construction Cost Price Index “Construction Structures ‘engineering’ (index) published by the Department of Statistics of the Republic of Lithuania changes: (A) by more than 10% in any 12-month period, or (B) by more than 15% in any period after the issue of the building permit, if no annual indexation has been carried out during this period. The Party interested in the recalculation of the Contract Price must prepare a deed of recalculation of the sums due to the Contractor. The change in contract price must be documented in a written contract change agreement.
2.4.4. Article 13.1 of the special conditions of the contract grants the right to modify the contract if there is an objective need for the reasons (unforeseen circumstances) specified in art. 97 of the Public Procurement Act or in another law. The Contractor, who believes he is entitled to further payment under the Contract, shall so notify the Engineer describing the event or circumstances giving rise to the claim. The contractor must submit this notification within 28 days of the contractor becoming aware of the event and the circumstances (Article 20.1 of the contract).
2.4.5. Changes in the contract price due to changes in 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 (costs of performing the contract) increase or decrease. The Contractor shall not be entitled to any profit on increased costs. The contract price will be recalculated taking into account any increases or decreases in VAT due to VAT laws. Changes in legislation governing taxes other than VAT will not affect the contract price.
2.4.6. Reservation – not applicable.
2.5. Performance guarantees – the execution of the Contract will be guaranteed by a bank guarantee on first demand, unconditional and irrevocable acceptable by the Customer. The amount of the deposit is 10% of the initial Contract Price (excluding VAT).
3. Authorize the Managing Director of LITGRID AB without a separate decision of the Board of Directors of LITGRID AB to take 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 in 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 original contract price.
4. Oblige the Managing Director of LITGRID AB to inform the Board of Directors by e-mail before the adoption of such decisions taken under clause 3 of the decision on the modification of the essential condition of the contract.
Shareholders can read the draft resolutions of the general meeting of shareholders and their additional documents, as well as the implementation of shareholders’ rights on the central database of regulated information www.crib.lt and on the company’s website www.litgrid.eu.
The shareholders of the Company, whose shares give the right to at least 1/20 of the total number of votes, have the right to complete the agenda of the General Meeting of Shareholders. The proposal to supplement the agenda must be submitted in writing and sent by registered mail or delivered to the registered office of the Company at the address: Karlo Gustavo Emilio Manerheimo st. 8, LT-05131 Vilnius (the “Registered Office”). Draft Resolutions on the matters proposed or, where the adoption of resolutions is not mandatory, explanatory notes on each matter proposed on the agenda of the General Meeting of Shareholders must accompany the proposal. The agenda will be completed if the proposal is received no later than April 15, 2022.
Shareholders holding 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 points raised on the agenda of the General Meeting of Shareholders. These proposals must be signed in writing and sent to the Company by registered mail or delivered to the registered office of the Company. The proposal submitted during the Meeting must be signed in writing and delivered to the Secretary of the General Meeting of Shareholders.
Shareholders have the right to ask questions of the Company in advance, but no later than April 26, 2022, regarding matters on the agenda of the General Meeting of Shareholders to be held on April 2, 2022. May 2022. Questions must be executed in writing and delivered to the Company by registered mail or to the registered office of the Company. The Company will not present any answer to the question posed personally by a shareholder in the event that relevant information is available on the Company’s website www.litgrid.eu.
All shareholders have the right to authorize a natural or legal person to participate and vote on their behalf at the General Meeting of Shareholders. The shareholder’s proxy must present the document confirming the identity of the person and the certified power of attorney issued and valid in accordance with the law, which must be delivered to the registered office at the latest before the end of the registration of participants in the General Meeting of Shareholders. During the General Meeting of Shareholders, the proxy exercises the same rights as the shareholder he represents. The proxy form to represent the General Meeting of Shareholders is available on the Company’s website: www.litgrid.eu.
Shareholders who are entitled to participate in the general meeting of shareholders have the right to authorize, by electronic means of communication, a natural or legal person to participate and vote on their behalf at the general meeting of shareholders. This power of attorney does not need to be certified by a notary. The Company will only recognize the proxy issued by electronic means of communication in the event that the shareholder signs it using an 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 the information transmitted is ensured and the shareholder can be identified. The shareholder is required to notify the Company in writing of the proxy issued by electronic means by sending it by e-mail to the address [email protected] until the close of business day (4:30 p.m.) on 29 April 2022.
On matters on the agenda of the General Meeting of Shareholders, Shareholders may vote in writing by completing a General Ballot Paper. At the shareholder’s request, the Company, no later than 10 days before the day of the General Meeting of Shareholders, will send a general ballot paper free of charge by registered mail or deliver it by hand against signature to the shareholder. The shareholder or his proxy must sign the completed general ballot. If the general ballot is signed by a person who is not a shareholder, a document certifying his right to vote must be attached to the completed ballot. The duly completed general ballot paper must be delivered to the Company by registered mail or delivered against signature to the registered office at the latest before the end of registration for participants in the General Meeting of Shareholders. The General Ballot Form is available on the Company’s website: www.litgrid.eu.
On the day of the General Meeting of Shareholders, the total number of shares was 504,331,380. All these shares give voting rights.
Information referred to in Articles 262 of the Company Law of the Republic of Lithuania are available on the Company’s website: www.litgrid.eu. Information on additions to the agenda, as well as decisions taken by the general meeting are also available on the Central Regulated Information Database www.crib.lt.
No means of electronic communication will be used for participation and voting at the general meeting of shareholders.
The person authorized by Litgrid AB to provide additional information:
Communication project manager in the communication department
call. +370 613 19977
E-mail: [email protected]