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 17 December 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) (hereinafter – LITGRID AB or the Company). The meeting will be held at Hall 226, at A. Juozapavičiaus st. 13, Vilnius. Beginning of shareholders' registration: 17 December 2019, 9:30. End of shareholders' registration: 17 December 2019, 9:55.
Shareholders' accounting day for the extraordinary general meeting of shareholders is set for 10 December 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 registration of LITGRID AB new registered office
1.1. To change LITGRID AB (legal entity code 302564383, current registered office A. Juozapavičiaus g. 13, LT-09311 Vilnius) registered office from A. Juozapavičiaus g. 13, LT-09311 Vilnius to Viršuliškių skg. 99B, Vilnius.
1.2. To oblige CEO of LITGRID AB to sign all necessary documents and to perform all necessary actions in order to register new LITGRID AB registered office until 23 December 2019.
2. Regarding the annual remuneration of the members of the Budget Board and the costs related to the performance of the functions of the Board
2.1. As of 1st December 2019, set these remuneration levels (before deduction of taxes payable) for independent members of the Board:
2.1.1. 1,750 EUR (one thousand seven hundred and fifty euros) to the independent members of the Board;
2.1.2. 1,400 EUR (one thousand four hundred euros) for independent members of the Board who are not members of the Board Committee formed in the group of companies of UAB EPSO-G (hereinafter – group);
2.1.3. 2,150 EUR (two thousand one hundred and fifty euros), taking into account the additional administrative functions of the chairman of the collegial body, to the chairman of the board who also holds the office of at least one member of the board committee; and the chairman of the committee, who also serves as an independent Board member in the group;
2.1.4. 1,800 EUR (one thousand eight hundred euros), taking into account the additional administrative functions of the chairman of the collegial body, to the chairman of the board who is not a member of the board committee formed in the group;
2.2. Given that the above amounts are calculated in accordance with applicable tax legislation, i. y. Inclusion of taxes due, changes in tax treatment, pending new decisions on remuneration, Remuneration paid to members of collegial bodies, after tax, must not change relative to the amount calculated under the above amounts.
2.3. To assign and oblige the General Manager of the Company to sign revised contracts with independent members of the Board of Directors taking into account the remuneration of the independent members of the Board as amended by this decision.
2.4. To provide that if an independent member of the Board of the Company is elected a member and / or chairman of the Board of the Group or a member of the Board of the Company is recalled / resigned from the position of an independent member of the Board and / or Chairman of the Board is subject to change in accordance with the above-mentioned remuneration levels of the Company's Board members. Accordingly, the General Manager of the Company is entrusted with and obliged to sign, on behalf of the Company, amendments to the contracts with the independent members of the Board of the Company, which establish such changes in the remuneration of the respective independent members of the Board of the Company.
2.5. To determine that the total annual budget for the remuneration of the independent members of the Board and additional expenses of the Company for ensuring the activities of the Board for year 2020 is 41,580 EUR, of which 37,800 EUR is for the remuneration of the independent members of the Board and 3,780 EUR is for training costs.
3. Regarding the amendment of the standard terms and conditions of contract with the independent members of the Board on the activities of the Board of LITGRID AB
3.1. Confirm the updated standard terms and conditions of independent Board member agreement for activities on LITGRID AB board (Annex Nr. 2).
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. Juozapavičiaus 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 16 December 2019 (16:30) for 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 email@example.com by the end of the working day of 16 December 2019 (16:30) for 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
- Voting ballot.
- Standard contract for the Independent Board member.