General meeting of shareholders
Extraordinary general meeting of shareholders of LITGRID AB is summoned
Extraordinary general meeting of shareholders of LITGRID AB is summoned on 29 November 2019, 10:00 a.m. at the initiative and by the resolution of the Board of LITGRID AB (company code 302564383, registered at A. Juozapavičiaus st. 13, Vilnius). The meeting will be held at Hall 226, at A. Juozapavičiaus st. 13, Vilnius. Beginning of shareholders' registration: 29 November 2019, 9:30. End of shareholders' registration: 29 November 2019, 9:55.
Shareholders' accounting day for the extraordinary general meeting of shareholders is set for 22 November 2019. Only those persons who are the shareholders of LITGRID AB at the closing of the accounting day of the extraordinary general meeting of shareholders have the right to attend and vote at the extraordinary general meeting of shareholders.
Agenda and proposed draft resolutions of the general meeting of shareholders:
Regarding conclusion of UAB TETAS 100 percent sale and purchase agreement
1. To approve the decision No 1 of the board of LITGRID AB dated 7 November 2019 (Protocol No 21) to conclude UAB TETAS 100 percent sales and purchase agreement with UAB EPSO-G with the following essential conditions:
|Parties of the Agreement||Seller – LITGRID AB (legal entity code 302564383, address A. Juozapavičiaus st. 13, Vilnius).|
Buyer - UAB EPSO-G (legal entity code 302826889, address A. Juozapavičiaus st. 13, Vilnius).
|Subject of the Agreement||Sale and purchase of 400 000 units, 1 Eur nominal value shares of UAB TETAS (100 percent of shares) (legal entity code 300513148, address: Senamiesčio st. 102B, Panevėžys)|
|Price of the Agreement (excluding VAT)||Price set by independent valuer of assets – 3 150 000 Eur (three million one hundred and fifty thousand euro).|
|Arrangement concerning payments and transfer of ownership||Payments shall be made in 30 workdays from concluding the agreement. It shall be held that the ownership of the shares has been transferred (i.e. necessary entries in the stock records have been made) immediately after the payment.|
|Other conditions||It shall be held that loan subordination agreement concluded on 07-03-2019 between LITGRID AB, UAB EPSO-G and UAB TETAS will expire after concluding this agreement|
Documents related with the agenda of the meeting, draft resolutions, general voting ballot are available for the shareholders for familiarisation at the premises of LITGRID AB, at A. Juozapavičiau st. 13, Vilnius, Room 141, during the working hours of the company (7:30–11:30 and 12:15–16:30, Fridays: 7:30–11:30 and 12:15–15:15). These documents and other public information by the laws, related with the shareholders' right to propose supplements to the agenda of the meeting, to propose draft resolutions on the matters of the agenda of the meeting and the shareholders' right to submit questions to the company in advance regarding the matters on the agenda of the meeting, are also published on the company's website http://www.litgrid.eu.
Upon a written request of a shareholder with the voting right or his/her duly authorised proxy, the company will draw and send the general voting ballot by registered letter or deliver it in person upon signing at least 10 days before the general meeting of shareholders. General voting ballot is also available on the company's website http://www.litgrid.eu. Completed and signed general voting ballot and the document certifying the voting right can be sent to the company by registered letter or delivered to the company at the address: A. Juozapavičiaus st. 13, Vilnius by the end of the working day of 28 November 2019 (16:30) at the latest.
The Company reserves the right to disregard the advance voting of the shareholders or his/her authorised proxy, if the submitted general voting ballot does not meet the requirements established in Paragraphs 3 and 4, Article 30 of the Law on Joint Stock Companies of the Republic of Lithuania, was received after the deadline, or completed in the manner that prevents determining the real will of the shareholder on an individual manner.
A person attending the general meeting of shareholders and holding the voting right must produce a personal identity document before the end of registration of the shareholders of the general meeting of shareholders. A person, other than a shareholder, in addition to a personal identity document, must also produce a document certifying his/her right to vote at the meeting.
Persons have the right to vote at the general meeting of shareholders by proxy. At the general meeting of shareholders, a proxy has the same rights as his/her represented shareholder would have, unless otherwise stated in the proxy. Proxy issued in a foreign country must be translated into Lithuanian and legalised following the procedure established by the laws. The company does not establish any special form of proxy.
Shareholders having the right to attend the general meeting of shareholders are entitled to authorise a natural or legal person via electronic means of communication to attend the general meeting of shareholders and vote on their behalf. Such authorisation is not subject to notarisation. The company recognises an authorisation issued by electronic means of communication only if electronic signature of the shareholder is affixed developed by using safe signature creation software and certified by the qualified certificate valid in the Republic of Lithuania, i.e. if security of the transmitted information is ensured and shareholder's identity can be established. Shareholders must inform the company in writing about the authorisations issued via electronic means of communication by sending such authorisation to electronic mail firstname.lastname@example.org by the end of the working day of 28 November 2019 (16:30) at the latest.
No participation and voting by electronic means of communication at the general meeting of shareholders.
The individual authorized by Litgrid AB to provide additional information:
Head of Communication Division
Phone: +370 613 19977