Notice on Convening of the Extraordinary General Meeting of Shareholders of LITGRID AB

    Notice on Convening of the Extraordinary General Meeting of Shareholders of LITGRID AB  

Under the initiative and decision of the Board of LITGRID AB (company code 302564383, registered office address: Karlo Gustavo Emilio Manerheimo g. 8, LT-05131, Vilnius) (further on LITGRID, the Company), the Extraordinary General Meeting of Shareholders of LITGRID is convened at the Company’s registered office (address: Karlo Gustavo Emilio Manerheimo g. 8, LT-05131, Vilnius, hall No. 229) on 30 December 2024, at 10:00 a.m. 

The agenda of the Extraordinary General Meeting of Shareholders of LITGRID:

1) Regarding approval of the decision of the Board of LITGRID AB of 4 December 2024 (decision No 17 question No 1)

The beginning of the shareholders' registration: at 9:30 a.m., on 30 December 2024.
The end of the shareholders' registration: at 9:55 a.m., on 30 December 2024.

The record date of the Extraordinary General Meeting of Shareholders: 18 December 2024. The right of participation and voting at the Extraordinary 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 Extraordinary General Meeting of Shareholders.

A person participating at the General Meeting of Shareholders and entitled to vote must provide a document confirming the person’s identity. A person who is not a shareholder shall, in addition to the afore-mentioned 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 4 December 2024, the Board of LITGRID AB approved the agenda of the Extraordinary General Meeting of Shareholders and the draft decisions of the Meeting:

1) Regarding approval of the decision of the Board of LITGRID AB of 4 December 2024 (decision No 17 question No 1)

The draft decision:

„1. To approve the Board's decision of 4 December 2024 to conclude a contract for the service of availability of electricity generation facilities with the related party AB „Ignitis Gamyba“ and to approve the following essential conditions of the transaction:

1.1. The parties to the contract – LITGRID AB, a company incorporated and operating under the laws of the Republic of Lithuania, legal entity code 302564383, with its registered office located at Karlo Gustavo Emilio Manerheimo g. 8, LT-05131 Vilnius, the data on the company is collected and stored in the Register of Legal Entities of the Republic of Lithuania, and AB „Ignitis Gamyba“, a company incorporated and operating under the laws of the Republic of Lithuania, legal entity code 302648707, with its registered office located at Elektrinės g. 21, Elektrėnai, the data on the company is collected and stored in the Register of Legal Entities of the Republic of Lithuania.

1.2. The subject matter (object) – Under the procedure stipulated in this Contract the Producer assumes the obligation to provide to the Operator the service of the availability of the electricity generation facilities according to the Order submitted by the Operator and the Operator assumes the obligation to pay to the Producer for the provided service of the availability of the electricity generation facilities.

1.3. The term for the fulfilment of obligations – The Contract concluded between the Parties enters into force from 1st of January 2025, 00:00  and it is valid until 31 December 2025, 24:00.

1.4. The price of the contract – EUR 65,69 million, excl. VAT.

1.5. The pricing – The price of the service of the availability of the electricity generation facilities provided by the Producer is the price of the service of the island operation indicated in the Order and the price of the additional component for the supply security of natural gas.

1.6. The payment procedure – The Producer, in accordance with the Statement agreed between the Parties, not later than within 1 (one) working day from the date of the signing of the Statements shall issue and submit to the Operator a VAT invoice for the service of the availability of the Facilities provided during the Accounting period ended. The VAT invoices shall be issued for the date of the calendar month in which the Accounting period ended. Upon receiving the VAT invoice issued by the Producer the Operator shall pay the VAT invoice not later than before the last working day of the current month.

1.7. The rules for the change of the contract price – The price of the additional component for the supply security of natural gas established in the Contract may be changed depending on the recalculation of the additional component for the supply security of natural gas carried out by the NERC.

1.8. The reserve – Not applicable.

1.9. Security for the fulfilment of obligations:

• The Party which has failed to pay the received VAT invoices following the procedure and deadlines specified in this Contract or which has failed to make any other payments that it was required to make shall pay penalties of 0.04% (the fourth hundredth of a percentage) of the amount unpaid for each day past due. 
• If the amount of the aggregated electricity supplied by the Producer to the grid is 5% less than the amount specified in the Supply schedule, the Producer shall pay a fine to the Operator, the amount of which is calculated using Equation 1:

B=( ΔE*K*T)/12 (Equation 1)

Where: B – the amount of the fine, EUR; ΔE – the maximum hourly difference between the amount of electricity specified in the Supply schedule and the amount of electricity actually supplied to the grid, MWh;

K – the price of the service of the availability of the Facilities established in the Order, EUR/MW/h; T – the number of hours over the period of the provision of the service of the availability of the Facilities, hours.

• The sum of fines calculated under the provisions of paragraph 11.8 of the Contract over the validity period of the Contract shall not exceed the amount calculated using equation 2:

Bmax=(P*K*T)/12 (Equation 2)

Where: Bmax – the maximum possible total amount of the fine over the validity period of the Contract, EUR; P – the quantity of the service of the availability of the Facilities established in the Order, MW;

K – the price of the service of the availability of the Facilities established in the Order, EUR/MW/h; T – the number of hours over the period of the provision of the service of the availability of the Facilities, hours.

2. To authorize the Chief Executive Office of LITGRID AB (with the right to sub-delegate) to agree on other (non-essential) terms of the agreement with AB „Ignitis Gamyba“ and to sign this agreement.“

The shareholders may familiarise 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 the 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 g. 8, LT-05131 Vilnius (the “Head Office”). The 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 by 13 December 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.

The shareholders have the right to submit questions to the Company regarding the agenda of the Extraordinary General Meeting of Shareholders to be held on 30 December 2024, in advance, but not later than by 19 December 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 case relevant information is available on the Company’s website www.litgrid.eu.

Each shareholder has the right to authorise a natural or legal person to participate and vote on 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 Proxy certified in accordance with the procedure established by the laws, 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 Proxy for the representation 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 a voting right.

Information referred to in Article 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 adopted by the general meeting will also be available on the Central Database of Regulated Information www.crib.lt.

ANNEXES:

1. General Ballot Paper.
2. Proxy Form.

More information:

Jurga Eivaitė
Communications Project Manager
[phone]
[e-mail]

Attachments

• 1 Voting ballot_EN
• 2 Proxy form_EN