Yahoo Finance Notice on Convening an Extraordinary General Meeting of Shareholders of LITGRID AB
As initiated and decided by the Board of LITGRID AB, legal entity code 302564383, office address at Viršuliškių skg. 99B, LT-05131 Vilnius, Republic of Lithuania (the “Company”), the Extraordinary General Meeting of Shareholders of the Company will be convened on 21 October 2020, 10.00 a.m., at the Company's head office (address: Viršuliškių skg. 99B, Vilnius). It is recommended for the shareholders to participate in the meeting by completing the general ballot paper and submitting it to the Company in advance.
Agenda of the Meeting:
Regarding the approval of AB LITGRID 2020 September 29 Board Decision No. 2 (Protocol No. 17).
Shareholder registration will commence at 9.15 a.m., 21 October 2020.
Shareholder registration will be closed at 9.45 a.m., 21 October 2020.
The Record Date of the General Meeting of Shareholders: 14 October 2020. To be entitled to attend and vote at the Extraordinary General Meeting of Shareholders, persons must be registered shareholders of the Company at the end of the Record Date of the Extraordinary General Meeting of Shareholders.
To be entitled to participate and vote at the Extraordinary General Meeting of Shareholders, persons must provide their identification documents. Persons who are not shareholders of the Company, shall in addition to the aforesaid documents present documents certifying their right to vote at the Extraordinary General Meeting of Shareholders.
A possibility of participating and voting in the Extraordinary General Meeting of Shareholders by electronic means of communication shall not be provided.
On 29 September 2020, the Board of the Company approved the draft agenda and draft decisions of the Extraordinary General Meeting of Shareholders:
Draft of the decision:
1. To approve the conclusion of the emergency repair service agreement for the NordBalt connection DC cable with NKT HV Cables AB on the following essential terms of the contract:
1.1. Contracting party NKT HV Cables AB, legal entity code 559079 0290, registered office address: Rombvägen 4, 37165 Lyckeby, Sweden.
1.2. Object of the contract is NordBalt connection DC cable emergency repair services.
1.3. The contract price is EUR 17,000,000 excluding VAT.
1.4. Pricing:
1.4.1. The annual fee is EUR 300,000 excluding VAT;
1.4.2. A one-time fee of EUR 250,000, excluding VAT, for the preparation of a pre-repair plan, an annual review in accordance with Annex no. 9 and preparation of engineering documentation in accordance with Annex no. 7;
1.4.3. Payment for the works ordered by the Customer will be made in accordance with Annex no. 4 "Service Fees" fees. For some works, the actual costs + surcharge are paid. These actual costs of the Contract are provided for 20% of the initial Contract price excluding VAT.
1.5. The term of the contract is until the fulfillment of the contractual obligations, but the period of performance of the works is 3 years from the day of concluding the Agreement with the possibility to extend the Agreement 2 (two) times for a term of 1 year.
1.6. Limitation of liability - the general liability of the Contractor under the Contract for repair works does not exceed EUR 400000, unless the Customer insures either the cable or the works.
1.7. Enforcement of contract obligations:
1.7.1. Bank guarantee for performance of the contract - 10% from the annual preparation fee;
1.7.2. Bank guarantee for the performance of the repair works contract 10% from the price of the repair contract.
1.8. Other essential conditions:
1.8.1. the contract is governed by Swedish law;
1.8.2. disputes between the parties shall be settled by arbitration in Stockholm."
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 Extraordinary 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: Viršuliškių skg. 99B, 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 Extraordinary 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 7 October 2020.
The shareholders entitled to at least 1/20 of the total number of votes shall have the right, at any time before the Extraordinary General Meeting of Shareholders or during the Meeting, to propose in writing new draft resolutions on the items put on the agenda of the Extraordinary 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 Extraordinary General Meeting of Shareholders.
The shareholders shall have the right to submit questions to the Company in advance, but not later than on 14 October 2020, in relation to the issues on the agenda of the Extraordinary General Meeting of Shareholders to be held on 21 October 2020. 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 Extraordinary General Meeting of Shareholders. During the Extraordinary 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.
On the issues on the agenda of the Extraordinary 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 Extraordinary 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 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 26 and 261 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.
Annexes:
1. LITGRID AB Power of Attorney Form.
2. LITGRID AB Shareholder Ballot.
The individual authorized by LITGRID AB to provide additional information:
Jurga Eivaitė
Project manager
Communication Division
Phone: +370 613 19977
e-mail: jurga.eivaite@litgrid.eu
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