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:
- General Ballot
Paper.
- Proxy Form.
More information:
Jurga Eivaitė
Communications Project Manager
+370 613 19977
jurga.eivaite@litgrid.eu
- 1 Voting ballot_EN
- 2 Proxy form_EN
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