General meeting of shareholders
Convocation of the Ordinary General Meeting of LITGRID AB shareholders
Ordinary General meeting of LITGRID AB shareholders is summoned on 23 April 2019, 10:00 at (company code 302564383, registered at A.Juozapavičiaus g. 13, Vilnius). The meeting will be held at room 226, at A. Juozapavičiaus g. 13, Vilnius. Beginning of shareholders' registration: 23 April 2019, 9:30. End of shareholders' registration: 23 April 2019, 9:55.
The record date of the ordinary general meeting of shareholders has been set for 16 April 2019. 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 8 May 2019. The shareholders’ property rights provided for in Article 15 (1) Items 1-4 of the Law of 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:
- Presentation of the consolidated annual report of the Company for 2018.
The consolidated annual report of LITGRID AB on the activities of the company and the group for 2018 is taken into account. No resolutions on the specified matter are adopted. (Annex No. 1)
- Presentation of the external auditor's report.
Independent Auditor's Report is taken into account. No resolutions on this matter are adopted (Annex No. 1).
- Approval of the consolidated report and financial statements of the Company for 2018.
To approve the financial statements of LITGRID AB for 2018 (Annex No. 2)
- Distribution of the Company's profit (loss) of 2018.
To approve the profit (loss) distribution of LITGRID AB of 2018 proposed by the Board of LITGRID AB (Annex No. 3).
- Concerning the Settlement of remuneration rates for LITGRID AB Board Members.
From 2019 April 1 settle the following specific rates for the independent Board members of LITGRID AB:
60.00 (sixty) euro (before tax) hourly wage for activities on the Board of LITGRID AB, not exceeding maximum amount of remuneration of 1 200,00 (one thousand two hundred) euros (before tax) per month; and the maximum amount paid for actual hours related to the activities on the Board of LITGRID AB for the chairman of the Board of the Company - 1 560 (one thousand five hundred sixty) euros (before tax) per month.
To settle that the Board members of LITGRID AB Board, who are also employees of the parent holding company of LITGRID AB, UAB EPSO-G, are not remunerated for activities on the Board of LITGRID AB.
- Regarding the amendment of the standard terms and conditions of contracts with the members of the Board on the activities of the Board of LITGRID AB.
Confirm the updated standard terms and conditions of Board member and independent Board member agreements for activities on LITGRID AB board (Annex Nr. 3-4).
- The appointment of a person authorized to sign LITGRID AB agreements with LITGRID AB Board members.
To authorize Daivis Virbickas, General Director of LITGRID AB not later than by 2019 May 1 to sign contracts on behalf of LITGRID AB, with LITGRID AB Board members for activities of LITGRID AB Board, on standard terms and conditions of Board member and independent Board member agreements, for activities in LITGRID AB management.
The shareholders can get familiar with the documents related to the agenda of the meeting, draft decisions and general ballot paper on work days in the premises of LITGRID AB, at A. Juozapavičiaus g. 13, Vilnius, room 141, 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 A. Juozapavičiaus g. 13, Vilnius, until the close of business day (4.30 p.m.) of April 19, 2019.
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 email@example.com until the close of business day (4.30 p.m.) of 19 April 2019.
No electronic communication means will be used for participation and voting in the general meeting of shareholders.
- Consolidated financial Company financial statements for 2018, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, together with the conclusion of the independent auditor and consolidated yearly report;
- Profit (loss) distribution project for 2018;
- Standard contract for the Independent Board member;
- Standard contract for the Board member;
- Report of Audit Committee of UAB “EPSO-G”;
- General ballot paper.
The individual authorized by Litgrid AB to provide additional information:
Head of Communication Division
phone. +370 613 19977