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Convocation of the ordinary general meeting of LITGRID AB shareholders

LITGRID

LITGRID

In accordance with the initiative and decision of the Board of LITGRID AB, ordinary general meeting of LITGRID AB shareholders is convened on 20 April 2022, 10:00 am (company code 302564383, registered address at Karlo Gustavo Emilio Manerheimo st. 8, Vilnius). The meeting will be held at the premises of the Company, room 229. The beginning of shareholders’ registration: 20 April 2022, 9:30. End of shareholders’ registration: 20 April 2022, 9:55.

The record date of the ordinary general meeting of shareholders has been set for 12 April 2022. The right of participation and voting in the ordinary 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 ordinary general meeting of shareholders.

The record date of rights of the ordinary general meeting has been set for 4 May 2022. The shareholders’ property rights provided in points (1) to (4) of Article 15 (1) of the Law on Companies of the Republic of Lithuania will be exercised only by the persons who remain the company shareholders at the end of the record date of the rights of the meeting.

Agenda and proposed draft resolutions of the general meeting of shareholders:

  1. LITGRID AB annual report for 2021.

Provided explanation:
“The decision of the General Meeting of Shareholders is not required. The Board submits the annual report for 2021 for hearing at the general meeting of shareholders (annexed)”.

  1. Independent auditor’s report on LITGRID AB 2021 set of financial statements and annual report.

Provided explanation:
“A decision of the general meeting of shareholders is not required. The general meeting of shareholders should take into consideration the opinion presented in the independent auditor’s report for LITGRID AB shareholders when deciding on approval of LITGRID AB complete set of consolidated and company financial statements for 2021 (annexed)”.

  1. Approval of LITGRID AB set of financial statements of 2021.

Proposed resolution:
“To approve the set of financial statements of LITGRID AB of 2021 (annexed)”.

  1. Regarding the financial aid.

Proposed resolution:
“To allocate EUR 175,000 as the financial aid based on profits made during financial year of 2021”.

  1. Approval of LITGRID AB profit distribution of 2021.

Proposed resolution:
“To approve the profit distribution for the year 2021 of LITGRID AB (annexed)”.

  1. Approval of LITGRID AB renumeration report of 2021.

Proposed resolution:
“To approve the remuneration report of LITGRID AB of 2021, which is part of the annual LITGRID AB 2020 report. (annexed).”

  1. Revocation of the member of the Board.

Proposed resolution:
“To recall Jūratė Narcinkonienė from the Board from 20 April 2022.”

  1. Election of members of LITGRID AB Board.

Proposed resolution:
“To elect the candidates, who receive the majority of votes in the Company’s general meeting of shareholders on 20 April 2020, to the Board of LITGRID AB.”

  1. Regarding the operating conditions of the Board.

Proposed resolution:
“9.1. To establish that no renumeration fee shall be paid to the Board members delegated by the holding company UAB “EPSO-G”.
9.2. To approve updated standard contracts for the Board members on activities in the Board of LITGRID AB (annexed).
9.3. To authorize CEO of LITGRID AB, not later than within 5 (five) days after adoption of this resolution, in the name of LITGRID AB to sign newly approved standard contracts for activities in the Board of LITGRID AB approved by the resolution of the Board with newly elected members.”

  1. Regarding granting of powers to CEO of LITGRID AB.

Proposed resolution:
“To authorize (with the right of sub-authorization) CEO of LITGRID AB to notify the Register of Legal Entities of the Republic of Lithuania about recalled board members and election of new members of the Board, to register the changed data in the Register of Legal Entities of the Republic of Lithuania, and to perform any other related actions.”

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 Ordinary 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 Ordinary 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 5 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 Ordinary General Meeting of Shareholders or during the Meeting, to propose in writing new draft resolutions on the items put on the agenda of the Ordinary 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 Ordinary General Meeting of Shareholders.

The shareholders shall have the right to submit questions to the Company in advance, but not later than on 14 April 2022, in relation to the issues on the agenda of the Ordinary General Meeting of Shareholders to be held on 20 April 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 Ordinary General Meeting of Shareholders. During the Ordinary 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 Ordinary 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 Ordinary 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 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.

ANNEXES:

  1. LITGRID AB financial statements for 2021, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, together with the conclusion of the independent auditor and annual report;

  2. Profit (loss) distribution project for 2021;

  3. Standard terms and conditions of Board member on activities in the Board of LITGRID AB;

  4. Voting ballot;

  5. LITGRID AB Power of Attorney form.

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