Decisions taken at the extraordinary general meeting of shareholders of LITGRID AB
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The following decision was adopted at the extraordinary general meeting of shareholders of LITGRID AB (company 302564383, registered office at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius) on May 2, 2022:
Regarding the approval of the decision of the board of directors of LITGRID AB of April 8, 2022 (PV no. 9)
1. Approved 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. Approved 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 issuance 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. The Managing Director of LITGRID AB has been authorized without a separate decision by 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 work and/or reasonable increase in the price of materials/equipment, if the sum of the prices of all agreements on additional work does not exceed 10% (i.e. 3,190 000 EUR excluding VAT) of the initial Contract Price.
4. The Managing Director of LITGRID AB was obliged to inform the Board of Directors by e-mail prior to the adoption of such decisions taken under clause 3 of the decision on the modification of the essential condition of the contract.
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]