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Convocation of the Extraordinary General Meeting of LITGRID AB shareholders

·16-min read

Extraordinary General meeting of LITGRID AB shareholders is summoned on 17 November 2021, 10:00 a.m. (company code 302564383, registered at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius). The meeting will be held at room 229, at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius. Beginning of shareholders' registration: 17 November 2021, 9:30 a.m. End of shareholders' registration: 17 November 2021, 9:55 a.m.

The record date of the extraordinary general meeting of shareholders has been set for 10 November 2021. The right of participation and voting in 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.

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

  1. Regarding approval of LITGRID AB Board’s decision No. 4 of 26 October 2021 (minutes No. 25)

Proposed resolution:

1. To approve creation (acquisition) of non-current assets by entering into “Construction of a new section of 330 kV overhead line from LN531 to LN 447” design and construction works contract with a group of economic entities, a group of suppliers consisting of UAB Connecto Lietuva, AS Connecto Eesti, AS Empower and UAB Empower - Fidelitas”. The Contract price Excluding VAT is EUR 17,350,000.00 with VAT – EUR 20,993,500.00.

2. To approve the essential conditions of the Construction of a new section of 330 kV overhead line from LN531 to LN 447 design and construction works Contract:

2.1. General Terms and Conditions – Contract Terms of the Contractor's Design and Construction Works, Design and Construction of Electrical and Mechanical Equipment and Equipment (Yellow Book), issued by the International Federation of Consulting Engineers (FIDIC), first edition 1999. (second revised edition in Lithuanian, 2007).

2.2. Object of the Contract: construction of a new section of 330 kV overhead line from LN531 to LN 447.

2.3. Deadline for completion of works – The works must be completed in full and properly completed by 01/02/2025.

Work stages:
Phase I (within 12 months from the conclusion of the contract) – to prepare a technical design and obtain construction permits;
Phase II (until 01/02/2025) – to prepare the project of the Object construction work, to perform and complete the Object construction Works, including all successfully performed tests, and to receive and submit to the Customer the Object construction completion acts.
2.4. The Contract is valid until the full fulfillment of the contractual obligations of the parties or termination of the contract.

2.5. The accepted Contract amount is the value of the tender according to the Contract price details of the procurement documents.

2.6. Contract Pricing and Payments – The Contract is subject to revised pricing. Each payment for the work performed will be agreed in advance as a percentage of the contract price. Payments will be linked to the intermediate results achieved.
2.6.1. Contract Price Adjustments Due to Changed Cost Prices – Amounts payable to the Contractor for Contract Works may be recalculated only if the value of the monthly construction cost price index “Engineering Structures” (Index) published by the Department of Statistics of the Republic of Lithuania changes:
(A) more than 10% in any 12 - month period, or
(B) more than 15% in any period after the issuance of the building permit, if no annual indexation has been carried out during that period.
2.6.2. Amendments to the Contract Price due to amendment of the 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 Costs (Contract Execution Costs) increase or decrease. The Contractor will not be entitled to a profit from the Increased Costs. The contract price will be recalculated to take account of VAT increases or decreases due to VAT Laws. Changes in the legislation governing taxes other than VAT will not affect the price of the Contract.

2.7. Payment Procedure – Payments to the Contractor will be made only after the Engineer (or Customer) confirms that all conditions attached to the regular payment have been met. Payment term – within 30 days from the date of submission of the Contractor's invoice.

2.8. Reserve – not applicable.

2.9. Advance payment (advance) – The Contractor will be entitled to an advance payment (advance) of 5% of the amount of the Contract accepted, exclusive of VAT. The advance payment must be refunded by deducting 5% from each Payment Certificate. Deductions must be made until the prepayment is fully refunded. In any case, the last outstanding payment of the advance, regardless of its amount, shall be deducted in the last Payment Certificate in accordance with the Agreement.

2.10. Retention percentage and amount of money withheld – 10% of the amount payable is deducted from each Contractor's VAT invoice until the amount of money withheld is reached at 10% of the amount of the Contract accepted (excluding VAT).

2.11. Collateral:
2.11.1. Contract Performance Security (Performance Guarantee) – The Contractor will be required to provide the Client with a Contract Performance Security (Performance Guarantee). The amount of the guarantee must be 10% of the Accepted Contract amount for the entire Project (excluding VAT).
2.11.2. Guarantee period guarantee – The amount of the guarantee for the first year is 10% of the contract price (excluding VAT), for the second and third years 5% of the contract price (excluding VAT).

2.12. Responsibility:
2.12.1. Compensation for delay – For stage I delay - 0.04% of the accepted Contract amount for stage I, for each day, is paid in euros. For Phase II delays – 0.04% of the Accepted Contract amount for Phase II, for each day, shall be paid in euros.
2.12.2. Penalties for delay in completing minor work in progress and / or correcting defects – 1000 Eur for each day of violation, calculated for each case of violation.
2.12.3. Penalties for delay in correcting defects within the time of Notification of Defects – 1000 Eur for each day of the violation, calculated for each case of violation.
2.12.4. Penalty for delay in submitting a program or updated program – a fine of EUR 100 for late submission of a program or updated program. The total liability for the delay in submitting the updated program may not exceed EUR 10,000.
2.12.5. Penalty for non-coordination of the technical project documentation with the Customer due to the fault of the Contractor within 3 times – 400 Eur for each re-adjustment of the documents exceeding the 3-time adjustment limit.
2.12.6. Penalty if it is established that the Contractor's staff or employees of third parties for whom the Contractor is responsible are intoxicated with alcohol, narcotic, toxic and / or psychotropic substances - 1500 EUR in each case.

2.13. General Limits of Liability – The following limits will apply to the liability of the Parties for direct damages under the Agreement:
2.13.1. The total liability of the Contractor shall not exceed 100% of the amount of the Contract accepted;
2.13.2. The Contractor's liability for delays shall not exceed 10% of the amount of the Contract accepted;
2.13.3. The total liability of the Customer will not exceed 100% of the amount of the Accepted Contract.

3. To authorize the General Director of LITGRID AB without a separate decision of the Board of LITGRID AB to make decisions on changing the essential term of the Contract – Contract price - by reducing the price without any restrictions or increasing the price by concluding additional works agreements, if the total amount of all additional works 3 % (i.e EUR 520 500 excluding VAT) of the original Contract price.

4. To oblige the General Director of LITGRID AB to inform the Board about the decisions made in paragraph 3 of this decision regarding the change of the essential term of the Contract before making such a decision by e-mail letter.

  1. Regarding approval of LITGRID AB Board’s decision No. 5 of 26 October 2021 (minutes No. 25)

Proposed resolution:

1. To approve creation (acquisition) of non-current assets by entering into “330 kV airline Darbėnai-Bitėnai construction works” design and construction works contract with a group of economic entities consisting of public limited companies Kauno tiltai and UAB Litenergoservis. The Contract price Excluding VAT is EUR 46,930,000.00, with VAT – EUR 56,785,300.00.

2. To approve the essential conditions of the “330 kV airline Darbėnai-Bitėnai construction works“ design and construction works Contract:

2.1. General Terms and Conditions – Contract Terms of the Contractor's Design and Construction Works, Design and Construction of Electrical and Mechanical Equipment and Equipment (Yellow Book), issued by the Fédération Internationale des Ingénieurs-Conceils (FIDIC), first edition 1999. (second revised edition in Lithuanian, 2007).

2.2. Object of the Contract: construction works of 330 kV overhead line Darbėnai-Bitėnai.
2.3. Deadline for completion of works – The works must be completed in full and properly completed by 01/05/2025.

Work stages:
Phase I (within 12 months from the conclusion of the contract) – to prepare a technical design and obtain construction permits;
Phase II (until 01/05/2025) – to prepare the project of the Object construction work, to perform and complete the Object construction Works, including all successfully performed tests, and to receive and submit to the Customer the Object construction completion acts.

2.4. The Contract is valid until the full fulfillment of the contractual obligations of the parties or termination of the contract.

2.5. The accepted Contract amount is the value of the tender according to the Contract price details of the procurement documents.

2.6. Contract Pricing and Payments – The contract is subject to revised pricing. Each payment for the work performed will be agreed in advance as a percentage of the contract price. Payments will be linked to the intermediate results achieved.
2.6.1. Contract Price Adjustments Due to Changed Cost Prices – Amounts payable to the Contractor for Contract Works may be recalculated only if the value of the monthly construction cost price index “Engineering Structures” (Index) published by the Department of Statistics of the Republic of Lithuania changes:
(A) more than 10% in any 12 – month period, or
(B) more than 15% in any period after the issuance of the building permit, if no annual indexation has been carried out during that period.
2.6.2. Amendments to the Contract Price due to amendment of the 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 Costs (Contract Execution Costs) increase or decrease. The Contractor will not be entitled to a profit from the Increased Costs. The contract price will be recalculated to take account of VAT increases or decreases due to VAT Laws. Changes in the legislation governing taxes other than VAT will not affect the price of the Contract.

2.7. Payment Procedure – Payments to the Contractor will be made only after the Engineer (or Customer) confirms that all conditions attached to the regular payment have been met. Payment term - within 30 days from the date of submission of the Contractor's invoice.

2.8. Reserve – not applicable.

2.9. Advance payment (advance) – The Contractor will be entitled to an advance payment (advance) of 5% of the amount of the Contract accepted, exclusive of VAT. The advance payment must be refunded by deducting 5% from each Payment Certificate. Deductions must be made until the prepayment is fully refunded. In any case, the last outstanding payment of the advance, regardless of its amount, shall be deducted in the last Payment Certificate in accordance with the Agreement.

2.10. Retention percentage and amount of money withheld – 10% of the amount payable is deducted from each Contractor's VAT invoice until the amount of money withheld is reached at 10% of the amount of the Contract accepted (excluding VAT).

2.11. Collateral:
2.11.1. Contract Performance Security (Performance Guarantee) – The Contractor will be required to provide the Client with a Contract Performance Security (Performance Guarantee). The amount of the guarantee must be 10% of the Accepted Contract amount for the entire Project (excluding VAT).
2.11.2. Guarantee period guarantee – The amount of the guarantee for the first year is 10% of the contract price (excluding VAT), for the second and third years 5% of the contract price (excluding VAT).

2.12. Responsibility:
2.12.1. Compensation for delay – For stage I delay – 0.04% of the accepted Contract amount for stage I, for each day, is paid in euros. For Phase II delays – 0.04% of the Accepted Contract amount for Phase II, for each day, shall be paid in euros.
2.12.2. Penalties for delay in completing minor work in progress and / or correcting defects – 1000 Eur for each day of violation, calculated for each case of violation.
2.12.3. Penalties for delay in correcting defects within the time of Notification of Defects – 1000 Eur for each day of the violation, calculated for each case of violation.
2.12.4. Penalty for delay in submitting a program or updated program – a fine of EUR 100 for late submission of a program or updated program. The total liability for the delay in submitting the updated program may not exceed EUR 10,000.
2.12.5. Penalty for non-coordination of the technical project documentation with the Customer due to the fault of the Contractor within 3 times – 400 Eur for each re-adjustment of the documents exceeding the 3-time adjustment limit.
2.12.6. Penalty if it is established that the Contractor's staff or employees of third parties for whom the Contractor is responsible are intoxicated with alcohol, narcotic, toxic and / or psychotropic substances – 1500 EUR in each case.
2.13. General Limits of Liability – The following limits will apply to the liability of the Parties for direct damages under the Agreement:
2.13.1. The total liability of the Contractor shall not exceed 100% of the amount of the Contract accepted;
2.13.2. The Contractor's liability for delays shall not exceed 10% of the amount of the Contract accepted;
2.13.3. The total liability of the Customer will not exceed 100% of the amount of the Accepted Contract.

3. To authorize the General Director of LITGRID AB without a separate decision of the Board of LITGRID AB to make decisions on changing the essential term of the Contract – Contract price - by reducing the price without any restrictions or increasing the price by concluding additional works agreements, if the total amount of all additional works 3 % (i.e EUR 1 407 900 excluding VAT) of the original Contract price.

4. To oblige the General Director of LITGRID AB to inform the Board about the decisions made in paragraph 3 of this decision regarding the change of the essential term of the Contract before making such a decision by e-mail letter.

The shareholders can get familiar with the documents related to the agenda of the meeting, draft decisions and general ballot paper on business days in the premises of LITGRID AB, at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius, room 202, during the office hours of the company (from 7:30 a.m. to 11:30 a.m. and from 12.15 p.m. to 4:30 p.m., on Fridays from 7:30 a.m. to 11:30 a.m. and from 12:15 p.m. to 3:15 p.m.). These documents and other information that should be published in accordance with the laws relating to the shareholders’ right to propose to supplement the agenda of the meeting, propose draft decisions with respect to the items of the agenda and the shareholders’ right to submit questions in advance to the company with respect to the items of the agenda of the meeting shall also be placed on the company’s website at http://www.litgrid.eu.

If a shareholder holding voting rights or a proxy duly authorized thereby makes a request in writing, the Company shall draw and send by registered mail, not later than within 10 days prior to the general meeting of shareholders, the general ballot paper or shall serve it on the shareholder personally against acknowledgement of receipt. The general ballot paper is also available on the Company’s website at http://www.litgrid.eu. A general ballot paper completed and signed, and a document attesting the voting right may be sent to the Company by registered mail or delivered to the Company at its address at Karlo Gustavo Emilio Manerheimo g. 8, Vilnius, until the close of business day (4.30 p.m.) of November 16, 2021.

The Company shall have the right to refuse to include the advance voting of the shareholder or a proxy thereof if the general ballot paper submitted does not comply with the requirements laid down in Article 30(3) and 30(4) of the Law on Companies of the Republic of Lithuania, if it has been provided late or has been filled out in a way that makes it impossible to identify the actual will of the shareholder with respect to the questions at stake.

A person taking part in the general meeting of shareholders and having the voting right shall present a document certifying his/her identity prior to the end of registration of shareholders to the general meeting of shareholders. A person who is not a shareholder shall, apart from a document certifying his/her identity, also present a document attesting his/her voting right.

Persons may vote in a general meeting of shareholders by proxy. A proxy holder shall have the same rights in the general meeting of shareholders as a shareholder represented by him/her unless the proxy provides otherwise. A proxy issued abroad shall be translated into Lithuanian and shall be legalized in the procedure established by law. The Company shall not establish a special form of a proxy.

The shareholders who have the right to take part in the general meeting of shareholders shall have the right to authorize, by electronic communication means, a natural person or a legal entity to take part and vote in their name in the general meeting of shareholders. This proxy shall not be certified by a notary. The Company shall acknowledge the proxy issued by electronic means of communication only in case where the shareholder signs it using electronic signature created using secure signature software and approved by the appropriate certificate valid in the Republic of Lithuania, i.e. if the security of transmitted information is ensured and the shareholder can be identified. The shareholder is obliged to notify the Company in writing about the proxy issued by the means of electronic communication sending it by e-mail at info@litgrid.eu until the close of business day (4:30 p.m.) of November 16, 2021.

No electronic communication means will be used for participation and voting in the general meeting of shareholders.

Annexes:

  1. General ballot paper.

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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