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Convocation of the Extraordinary General Meeting of LITGRID AB shareholders

·21-min read
LITGRID
LITGRID

Extraordinary General meeting of LITGRID AB shareholders, initiated and decided by the Board, is summoned on 5 September 2022, 10:00 a.m. (company code 302564383, registered at Karlo Gustavo Emilio Manerheimo str. 8, Vilnius). The meeting will be held in room 229, at Karlo Gustavo Emilio Manerheimo str. 8, Vilnius. Beginning of shareholders' registration: 5 September 2022, 9:30 a.m. End of shareholders' registration: 5 September 2022, 9:55 a.m.

The record date of the extraordinary general meeting of shareholders has been set for 29 August 2022. 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 of 12 August 2022 (minutes No. 18)

Proposed resolution:

1.1. To approve the creation of fixed assets by concluding the Design-Build Contract for the Construction of 330 kV switchyard "Mūša" with Žilinskis ir Co, UAB, legal entity code 304317232, with registered office at Ateities pl. 31, Kaunas,

1.2. To approve the essential conditions of the Design-Build Contract for the 330 kV ETL Vilnius-Neris:

1.2.1. Parties to the Contract - LITGRID AB, legal entity code 302564383, registered office at Karlo Gustavo Emilio Manerheimo str. 8, Vilnius, and Žilinskis ir Co, UAB, legal entity code 304317232, registered office at Ateities pl. 31, Kaunas;

1.2.2. Object of the Contract: Design and construction works of 330 kV switchyard "Mūša" (according to the conditions of contract for plant and design-built for electrical and mechanical works and for building and engineering works designed by the contractor, issued by the International Federation of Consulting Engineers (Fédération Internationale des Ingénieurs-Conceils, FIDIC) (Yellow Book), First Edition, 1999).

1.2.3. Term of the Contract - the Works must be performed in full scale and properly completed by 30 November 2025. The Contract is valid until the complete fulfilment of the contractual obligations by the Parties or termination of the Contract.

1.2.4. Contract Price and pricing, payment procedure, reserve:

1.2.4.1. The Contract Price is € 15 177 000 excluding VAT

1.2.4.2. Pricing - price calculation method of fixed price with a review shall be applied.

1.2.4.3. Contract Price adjustments due to changed cost prices - Amounts payable to the Contractor for the 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 more than 5 % in any period of execution of Works.

1.2.4.4. The Contract price can be recalculated no more than every 3 months after the last recalculation.

1.2.4.5. Reserve - not applicable.

1.2.5. Performance guarantees:

1.2.5.1. Performance Security (bank guarantee) – 10 % of the Accepted Contract Amount (excluding VAT).

1.2.5.2. Guarantee of the Warranty Period:

1.2.5.2.1. for the first year after the date of the Construction Completion Certificate must be 10 % of the Contract price (excluding VAT),

1.2.5.2.2. for the second and third year after the date of the Construction Completion Certificate must be 5 % of the Contract price (excluding VAT).

1.2.6. Other conditions:

1.2.6.1. The existing 330 kV overhead line Viskali-Šiauliai tap to Telšiai outage due to the built 330 kV switchyard "Mūša" and part of the 330 kV overhead lines from the 330 kV switchyard "Mūša" to the intersection with the existing overhead lines connection, as well as tasks in other transformer substations, which can only be performed with the existing 330 kV overhead lines mentioned above outage, possible up to a maximum of 3 months period. This outage is planned for the period from 2025.07 to 2025.09, but may change depending on the circumstances, independent/not entirely dependent on the Employer’s will.

1.3. 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 condition of the Contract – Contract Price – by reducing the price without any restrictions or increasing the price by concluding agreements on additional works and/or reasonable increase of the prices of materials/equipment, if the sum of the prices of all agreements on additional works does not exceed 10 % (i.e.,  EUR 1 517 700 excluding VAT) of the initial Contract Price.

1.4. To oblige the General Director of LITGRID AB to inform the Board by e-mail before the adoption of such decisions taken under the Clause 1.3 of the Decision on the amendment of the essential condition of the Contract.

  1. Regarding approval of LITGRID AB Board’s decision of 12 August 2022 (minutes No. 18)

Proposed resolution:

2.1. To approve the creation of fixed assets by concluding the Design-Build Contract for the 330 kV Electric Power Transmission Line (ETL) Vilnius-Neris with Žilinskis ir Co, UAB, legal entity code 304317232, registered office at Ateities pl. 31, Kaunas;

2.2. To approve the essential conditions of the Design-Build Contract for the 330 kV ETL Vilnius-Neris:

2.1. Parties of the Contract - LITGRID AB, legal entity code 302564383, registered office at Karlo Gustavo Emilio Manerheimo str. 8, Vilnius, and Žilinskis ir Co, UAB, legal entity code 304317232, registered office at Ateities pl. 31, Kaunas;

2.2.2. Object of the Contract: Design and construction works of 330 kV overhead power line Vilnius-Neris (according to the terms and conditions of the contract for construction and engineering works designed by the contractor, design and construction of electrical and mechanical devices and equipment, issued by the International Federation of Consulting Engineers (Fédération Internationale des Ingénieurs-Conceils, FIDIC) (Yellow Book), first edition 1999).

2.2.3. Term of the Contract - the Works must be performed in full scale and properly completed by 3rd  November 2025. The Contract is valid until the complete fulfilment of the contractual obligations by the Parties or termination of the Contract. The term of completion of the Works may be extended by written agreement of the Parties due to the Force Majeure Circumstances or the performance of the Amendments in accordance with the procedure specified in the Contract.

2.2.4. Contract Price and pricing, payment procedure, reserve:

2.2.4.1. The Contract Price is € 48,900,000 excluding VAT;

2.2.4.2. Pricing - price calculation method of fixed price with a review shall be applied.

2.2.4.3. Contract Price adjustments due to changed cost prices - Amounts payable to the Contractor for the Contract Works may be recalculated only if the value of the monthly construction cost price index “Engineering Structures” (hereinafter - Index) published by the Department of Statistics of the Republic of Lithuania (www.stat.gov.lt) changes: (A) by more than 3% in any period of execution of the Works. The Contract Price can be recalculated no more than every 3 months after the last recalculation. The period is any period, the beginning of which is no earlier than the date of the end of the deadline for submission of final offers to the Procurement, and the end of which is no later than the date of the conclusion of the last Act of Works performed under the Contract. The deadline for revision of the first Contract Price does not apply. After that, the Contract Price can be revised no more often than every 3 months.

2.2.4.4. Contract Price changes due to changes in quantities (scopes) - when the scope of Works (and in certain cases - quantities) are changed in cases provided for by the Laws or the Contract, the Contract Price must be increased by adding the price of Additional works, and reduced by subtracting the price of rejected works.

2.2.4.5. Reserve - not applicable.

2.2.4.6. Advance payment (advance)  - The Contractor will have the right to receive advance payment (advance) - up to 40% of the Accepted Contract amount excluding VAT. Advance payment is divided into two payments:

2.2.4.6.1. 10% (disbursement terms – prepayment invoice submitted within 30 days from the date of conclusion of the Contract, if this invoice is not submitted on time, no prepayment is made);

2.2.4.6.2. 30%* (disbursement terms - prepayment invoice and prepayment bank guarantee are submitted no later than 8 months from the date of conclusion of the Contract, if this invoice and bank guarantee are not submitted in time, no prepayment is made).

*The Contractor has the right to choose the amount of advance payment to contact the Customer.

2.2.5. Measures to secure the obligations:

2.2.5.1. Ensuring the performance of the Contract (bank guarantee) – 10% of the accepted Contract amount (exclusive of VAT) for the entire Project.

2.2.5.2. Ensuring the warranty period:

2.2.5.2.1. for the first year after the date of the Construction Completion Act - 10% of the Contract price (excluding VAT).

2.2.5.2.2. for the second and third years after the date of the Construction Completion Act - 5% of the Contract price (excluding VAT).

2.3. 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 condition of the Contract – Contract Price – by reducing the price without any restrictions or increasing the price by concluding agreements on additional works and/or reasonable increase of the prices of materials/equipment, if the sum of the prices of all agreements on additional works does not exceed 10% (i.e.,  EUR 4,890,000 excluding VAT) of the initial Contract Price.

2.4. To oblige the General Director of LITGRID AB to inform the Board by e-mail before the adoption of such decisions taken under the Clause 2.3 of the Decision on the amendment of the essential condition of the Contract.

2.5. Determine that this decision will come into force if the Central Project Management Agency will coordinate the completed Public Procurement procedures and the procurement documentation.

  1. Regarding approval of LITGRID AB Board’s decision of 12 August 2022 (minutes No. 18)

Proposed resolution:

3.1. To approve the creation of fixed assets by concluding the 330/110/10 kV Kruonio HAE 330 kV switchyard reconstruction design and contract works contract with AB „Kauno tiltai“, legal entity code 133729589, with registered office at Ateities pl. 46, Kaunas,

3.2. To approve the essential conditions of the 330/110/10 kV Kruonio HAE 330 kV switchyard reconstruction design and contract works contract:

3.2.1. Parties of the Contract: LITGRID AB (hereinafter - "Customer No. 1"),  a company established and operating under the laws of the Republic of Lithuania, legal entity code 302564383, registered office at Karlo Gustavo Emilio Manerheimo str. 8, Vilnius, AB „Ignitis gamyba“ (hereinafter - "Customer No. 2"), a company established and operating under the laws of the Republic of Lithuania, legal entity code 302648707, registered office at Elektrinės g. 21, Elektrėnai, and AB „Kauno tiltai“ (hereinafter - "Contractor"),  a company established and operating under the laws of the Republic of Lithuania, legal entity code 133729589, registered office at Ateities pl. 46, Kaunas.

3.2.2. Object of the Contract: 330/110/10 kV Kruonio HAE 330 kV switchyard (Kauno apskr., Kaišiadorių r. sav., Kruonio sen., Vaiguvos k. 1) reconstruction design and contract works contract (according to the standard terms and conditions of the LITGRID AB standard design and construction works procurement contract, approved by the Order No. 21IS-223 of the General Director of 1 December 2021).

3.2.3. Term of the Contract – Customer No. 1 until 2026 December 31. Customer No. 2 until 2023 March 31. The Contract is valid until the parties have fully fulfilled their contractual obligations or terminated the Contract.

3.2.4. Contract Price and pricing, payment procedure, reserve:

3.2.4.1. The Contract Price – 51 898 900 € excluding VAT (The Contract Price consists of Customer No. 1 and Customer No. 2 separate parts: Customer No. 1 Part of the Contract Price - 51 861 000,00 € excluding VAT; Customer No. 2 Part of the Contract Price - 37 900,00 € excluding VAT).

3.2.4.2.  10% of the Customer No. 1 Part of the Contract Price (excluding VAT) advance payment is paid to the Contractor when, according to the Contract, the Contractor must prepare a Technical Project and perform reconstruction or new construction Works.

3.2.4.3. Pricing - price calculation method of fixed price with a review shall be applied. If the value of the monthly construction cost price index "All buildings" (hereinafter - Index) published by the Statistics Department of the Republic of Lithuania (www.stat.gov.lt) within 3 months or longer, which is calculated from the conclusion of the Contract (or from the last recalculation of the Contract Price due to a change in the Index, if the Contract Price was recalculated), changed by 1.25% or more, the Contract Price may be recalculated at the initiative of either Party.

3.2.4.4. Reserve - not applicable.

3.2.5. Measures to secure the obligations:

3.2.5.1. Ensuring the performance of the Contract (bank guarantee) – A first demand, unconditional and irrevocable bank guarantee is acceptable to the Customer. The amount of insurance - 10 percent. from separate Customer No. 1 part of the initial Contract Price to be paid (excluding VAT).

3.2.5.2. Ensuring the warranty period -  The Contractor, after the day of handing over all the Works under the Contract to the Customer No. 1 or after the termination of the Contract, must provide to the Customer No. 1 a three-year Bank guarantee, which ensures the Contractor's warranty and other obligations, which are valid from the date of handover of all Works under the Contract to the Customer No. 1, including in the event of the Contractor's insolvency or bankruptcy, ensuring the payment of the costs of removing defects caused by the Contractor's fault, identified during the first 3 years of the construction warranty period, to the Customer No. 1. The amount of guarantee obligations is 5 percent. from Customer No. 1 part of the Contract Price (excluding VAT).

3.3. 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 condition of the Contract – Contract Price – by reducing the price without any restrictions or increasing the price by concluding agreements on additional works and/or reasonable increase of the prices of materials/equipment, if the sum of the prices of all agreements on additional works does not exceed 10% (i.e.,  EUR 5,186,000 excluding VAT) of the Customer No. 1 part of the Contract Price.

3.4. To oblige the General Director of LITGRID AB to inform the Board by e-mail before the adoption of such decisions taken under the Clause 3.3. of the Decision on the amendment of the essential condition of the Contract.

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 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 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 14 August 2022.

The shareholders entitled to at least 1/20 of the total number of votes shall 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 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 General Meeting of Shareholders.

The shareholders shall have the right to submit questions to the Company in advance, but not later than on 30 August 2022, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 5 September 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 General Meeting of Shareholders. During the 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.

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 2 September 2022.

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 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 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.

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

The shareholders shall have the right to submit questions to the Company in advance, but not later than on 30 August 2022, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 5 September 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 General Meeting of Shareholders. During the 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.

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 2 September 2022.

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 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 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.

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

Annexe:

1. General ballot paper.

The individual authorized by LITGRID AB to provide additional information on the material event:

Jurga Eivaitė

Communications Manager

tel. +370 613 19977

e-mail: jurga.eivaite@litgrid.eu


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