General meeting of shareholders
Convocation of the Extraordinary General Meeting of LITGRID AB shareholders
Extraordinary General meeting of LITGRID AB shareholders is summoned on 25 May 2020, 10:00 at (company code 302564383, registered at Viršuliškių skg. 99B, Vilnius). The meeting will be held at room 229, at Viršuliškių skg. 99B, Vilnius. Beginning of shareholders' registration: 25 May 2020, 9:30. End of shareholders' registration: 25 May 2020, 9:55.
Taking into account the probability that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 207 of 14 March 2020 may be extended to the Meeting Day, the management of the Company strongly urges the Company's shareholders to vote on the agenda items in writing, by filling voting ballot. More information on shareholders' rights and obligations is provided below in this announcement.
The record date of the extraordinary general meeting of shareholders has been set for 18 May 2020. 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:
- Regarding approval of LITGRID AB Board’s decision No. 1 of 4 May 2020 (minutes No. 8)
1.1. To approve the conclusion of the Implementation Phase Cooperation Agreement (IPCA) with PSE S.A. in the Harmony Link Interconnector Project under the following essential terms and conditions:
1.1.1. Parties to the Contract – electricity transmission system operator of Lithuania - LITGRID AB and electricity transmission system operator of Poland - PSE S.A.
1.1.2. Object of the Contract - terms and conditions of the cooperation between LITGRID AB and PSE S.A during the implementation phase of the Harmony Link Interconnector Project.
1.1.3. Responsibilities of the Parties – LITGRID AB shall be responsible for conducting the procurement procedure for the HVDC Cable, selecting the contractor, concluding the bilateral works contract and managing its performance. PSE S.A. shall be responsible for conducting the procurement procedure for HVDC Converter Stations in Lithuania and Poland, selecting the contractor, concluding the bilateral works contract and managing its performance. LITGRID AB and PSE S.A. shall jointly procure the services of the Contract Engineer and conclude a trilateral contract on supervision of the works in the Project.
1.1.4. Financing - LITGRID AB and PSE S.A. shall finance the Project under the principle of “50%:50%”. The project shall be funded by the Connecting Europe Facility (CEF) and the transmission system operators' own / borrowed funds. Upon agreement of the Parties, PSE S.A. shall act as the coordinating Party for the CEF financial aid. Final investment decisions shall be made by the Parties by May 31, 2021.
1.1.5. Allocation of the Project costs between the Parties – Costs related to HVDC Converter Stations: LITGRID AB shall cover 100% of the costs incurred for construction of the HVDC Converter Station in Lithuania; PSE S.A. shall cover 100% of the costs incurred for construction of the HVDC Converter Station in Poland. Costs related to the HVDC Cable: LITGRID AB shall cover 100% of the costs incurred for construction of the Lithuanian onshore part of the HVDC Cable, PSE S.A. shall cover 100% of the costs incurred for construction of the Polish onshore part of the HVDC Cable, costs incurred for construction of the entire offshore part of the HVDC Cable shall be shared in equal parts - “50%:50%”.
1.1.6. Ownership of the Harmony Link Interconnector – LITGRID AB shall own the HVDC Converter Station in Lithuania and 50% of the HVDC Cable (based on an ownership point to be agreed at a later stage of the Project). PSE S.A. shall own the HVDC Converter Station in Poland and 50% of the HVDC Cable (based on an ownership point to be agreed at a later stage of the Project).
1.1.7. Transfer of the ownership - PSE S.A. shall transfer the ownership of the HVDC Converter Station in Lithuania to LITGRID AB, and LITGRID AB shall transfer the ownership of 50% of the HVDC Cable to PSE S.A. until the start of commissioning and adjustment works of respective objects (equipment). Settlement between the Parties is a necessary condition for the transfer of the ownership.
1.1.8. Technical parameters - LITGRID AB and PSE S.A. shall approve by consensus the design solutions and technical parameters of the Harmony Link Interconnector. The Parties shall enable each other (and their technical consultants) to participate at all stages of the works related to design, production, construction, testing, commissioning and adjustment.
1.1.9. Land issues and crossing agreements – LITGRID AB shall be responsible for obtaining rights to land and necessary permits on the Lithuania territory and in the Lithuanian exclusive economic zone in the Baltic Sea. PSE S.A. shall be responsible for obtaining rights to land and necessary permits on the Polish territory and in the Polish exclusive economic zone in the Baltic Sea. LITGRID AB and PSE S.A. shall be jointly responsible for obtaining necessary permits in the Swedish exclusive economic zone in the Baltic Sea (LITGRID AB shall coordinate the actions of the Parties). The conclusion of the HVDC Cable crossing agreements shall be ensured by LITGRID AB; agreements concluded for crossings within the HVDC Cable’s ownership part assigned to PSE S.A. shall be transferred to PSE S.A. together with the ownership of the part of the HVDC Cable. Obtaining permits and (or) preparation of the HVDC Cable crossing agreements may be outsourced to contractors and/or other consultants engaged by the Parties.
1.1.10. Project Governance - The Parties shall appoint the Project Managers to deal with current issues, higher level decisions shall be made by the Steering Committee, cases of major disagreements shall be resolved by highest managers of the companies.
1.1.11. Liability of the Parties – The Parties shall be liable towards each other for direct losses only (except for cases of willful misconduct and gross negligence). The total liability of the Parties shall be limited to 10% of the total Project value, i.e. EUR 68 million. Interests on arrears (forfeit) shall be envisaged only in cases of late payments.
1.1.12. Validity of the Agreement - The Agreement shall enter into full-scope validity only after final investment decisions have been made by both Parties (decisions are envisaged to be taken by 31 May 2021). In the absence of the final investment decision by any Party, the Agreement shall cease and the Project shall be terminated without any additional liability imposed on the Parties. The Agreement shall remain valid until the operation of the Harmony Link Interconnector is commenced.
1.1.13. Miscellaneous – The Agreement shall be governed by law of the Republic of Poland. Disputes between the Parties shall be finally settled in arbitration before the Stockholm Chamber of Commerce.
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 Viršuliškių skg. 99B, 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. Taking into account that on the date of this announcement quarantine is in force in the territory of the Republic of Lithuania (and there is no possibility to predict or extend its validity) - we invite shareholders of the Company to give priority to familiarization with the information provided in the Companies website section „For Investors“.
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. Viršuliškių skg. 99B, Vilnius, until the close of business day (4.30 p.m.) of May 22, 2020.
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 May 22, 2020.
No electronic communication means will be used for participation and voting in the general meeting of shareholders.
- General ballot paper.
The individual authorized by LITGRID AB to provide additional information:
Phone: +370 613 19977