Notice on Convening of the Ordinary General Meeting of Shareholders
of LITGRID AB
In accordance with the initiative and decision
of the Board of LITGRID AB (company code 302564383, registered
address at Karlo Gustavo Emilio Manerheimo st. 8, LT-05131,
Vilnius) (hereinafter – LITGRID, Company), the Ordinary General
Meeting of LITGRID shareholders is convened at the Company’s
registered office (address Karlo Gustavo Emilio Manerheimo st. 8,
LT-05131, Vilnius, Room 229) on 30 April 2024, 10:00 am.
Agenda of the LITGRID Ordinary General Meeting
of Shareholders:
1) Regarding Annual Report of LITGRID AB for
2023;
2) Regarding independent auditor’s conclusion on LITGRID AB
financial statements and annual report for 2023;
3) Regarding the approval of the set of financial statements of
LITGRID AB for 2023;
4) Regarding the approval of the distribution of profit of LITGRID
AB for 2023;
5) Regarding the approval of the remuneration report of LITGRID AB
for 2023;
6) Regarding the approval of the new version of the Articles of
Association of LITGRID AB;
7) Regarding the approval of the updated Remuneration Policy of
LITGRID AB Chief Executive Officer and Board members;
8) Election of Board members;
9) Regarding the determination of the conditions of the Board's
activity;
10) Determination of remuneration amounts for members of the Board
of LITGRID AB and the operating budget of the Board in 2024 and
subsequent years.
The beginning of shareholders' registration:
9:30 a. m. on 30 April 2024.
End of shareholders' registration: 9:55 a. m. on 30 April 2024.
The record date of the General Meeting of
Shareholders: 23 April 2024. The right of participation and voting
in the General Meeting of Shareholders can be exercised only by the
persons who remain shareholders of LITGRID by the end of the record
date of the General Meeting of Shareholders. The record day for the
shareholders' rights is 15 May 2024.
A person attending at the General Meeting of
Shareholders and entitled to vote must provide a proof of identity.
A person who is not a shareholder shall, in addition to the
aforementioned document, provide a document confirming his/her
right to vote at the General Meeting of Shareholder.
Participation and voting at the General Meeting
of Shareholders by electronic means shall not be possible.
On 29 April 2024, the Board of LITGRID approved
the agenda of the General Meeting of Shareholders and the Draft
Decisions of the Meeting (explanations where no decisions are
required):
1) Regarding Annual Report of LITGRID AB
for 2023
Provided explanation:
"The decision of the General Meeting of Shareholders is not
required. The Board submits the annual report for 2023 for hearing
at the General Meeting of Shareholders (attached).”
2) Regarding independent auditor’s
conclusion on LITGRID AB financial statements and annual report for
2023
Provided explanation:
“A decision of the General Meeting of Shareholders is not required.
The General Meeting of Shareholders should take into consideration
the opinion presented in the independent auditor’s report for
LITGRID AB shareholders when deciding on approval of LITGRID AB
complete set of financial statements for 2023 (attached)”.
3) Regarding the approval of the set of
financial statements of LITGRID AB for 2023
Proposed resolution:
“To approve the financial statements of LITGRID AB of 2023
(attached)”.
4) Regarding the approval of the
distribution of profit of LITGRID AB for 2023
Proposed resolution:
“To approve the distribution of profit for the year 2023 of LITGRID
AB (attached)”.
5) Regarding the
approval of the remuneration report of LITGRID AB for
2023
Proposed resolution:
“To approve the remuneration report of LITGRID AB of 2023, which is
part of the annual report of LITGRID AB for 2023 (attached).”
6) Regarding the approval of the new
version of the Articles of Association of LITGRID AB
Proposed resolution:
"6.1. To approve the new version of LITGRID AB Articles of
Association (attached).
6.2. To authorise the Chief Executive Officer of LITGRID AB (with
the right to sub-delegate) to sign the amended Articles of
Association in accordance with the procedure established by legal
acts and to register them in the Register of Legal Entities of the
Republic of Lithuania, to submit and collect documents, to perform
all necessary actions related to the implementation of this
decision of the General Meeting of Shareholders."
7) Regarding the approval of the updated
Remuneration Policy of LITGRID AB Chief Executive Officer and Board
members
Proposed resolution:
"7.1. Approve the Remuneration policy for the LITGRID AB Chief
Executive Officer and Board members in its new version
(attached).
7.2. To authorize and obligate the Chief Executive Officer of
LITGRID AB to publicly announce the approved Remuneration Policy as
stipulated by the Law on Companies of the Republic of
Lithuania."
8) Election of Board
members
Proposed resolution:
"8.1. From 30 April 2024 to elect the candidates who received the
most votes at the Company's General Meeting of Shareholders to the
Board of LITGRID AB for a term of 4 (four) years.
7.2. To authorise (with the right to sub-delegate) the Chief
Executive Officer of LITGRID AB to notify the Register of Legal
Entities of the Republic of Lithuania of the election of new
members of the Board, to register the changed data in the Register
of Legal Entities of the Republic of Lithuania and to perform all
other related actions."
9) Regarding the determination of the
conditions of the Board's activity
Proposed resolution:
"9.1. Approve the updated standard contract of a Board member
regarding activities on the Board of LITGRID AB (attached).
9.2. To authorize (with the right to sub-delegate) the Chief
Executive Officer of LITGRID AB to sign the standard contract on
the activity of a member of the Board of LITGRID AB with the newly
elected members of the Board on behalf of LITGRID AB no later than
within 5 (five) days from the day of the adoption of this
decision."
10) Determination of remuneration
amounts for members of the Board of LITGRID AB and the operating
budget of the Board in 2024 and subsequent years
Proposed resolution
“10.1. To establish that remuneration is not paid to the member of
the Board delegated by the holding company UAB EPSO-G.
10.2. Set these from 30 April 2024 applicable fixed monthly
remuneration to be paid to the members of the Company's Board,
which are in accordance with the Guidelines for determining
remuneration for activities in the bodies of UAB EPSO-G and UAB
EPSO-G group companies, approved by the decision of the sole
shareholder of UAB EPSO-G, the Ministry of Energy of the Republic
of Lithuania (hereinafter – Remuneration Guidelines), the
established criteria, the amounts without deducting the payable
taxes:
|
Position |
Monthly fixed amount of remuneration (Eur) |
|
Chairperson (independent) |
4 490 |
|
Board Member (independent) |
3 368 |
|
Board Member (public servant), if the public servant does not
attend and does not perform activities in the collegial body of
another SE / SOE and/or ME / MOE* |
2 694 |
|
Board Member (public servant), if the public servant attends and
performs activities in the collegial body of another SE / SOE and
(or) ME / MOE. |
1 684 |
* SE – State Enterprise, SOE – State-owned
Enterprise, ME – Municipal Enterprise, MOE – Municipally-owned
Enterprise
10.3. To determine that in the event that a
member of the Company's Board is elected as the Chairperson of the
Company's Board or a member of the Company's Board is
recalled/resigns from the position of Chairperson of the Board
and/or a public servant is elected or recalled/resigns from the
position of a member of the Board of another SE/SOE or ME /MOE in a
collegial body, the remuneration of such a member of the Board of
the Company is amended without a separate decision of the General
Meeting of Shareholders of the Company, taking into account the
amounts of remuneration of the members of the Board of the Company
determined above by the decision of the General Meeting of
Shareholders of the Company.
10.4. To amend the part of the decision of the Extraordinary
General Meeting of Shareholders of the Company of 22 December 2022
"The determination of the amounts of remuneration for the members
of the Board of LITGRID AB and the determination of the budget for
the Board for the year 2023 and the subsequent years" and to
determine, taking into account the remuneration amounts to be paid
to the Board Members of the Company, that:
10.4.1. total annual budget for the year 2024 for the
remuneration of the Board Members of the Company and additional
expenses of the Company intended to ensure the activities of the
Board is 113 089 Eur;
10.4.2. as long as the amounts of remuneration of the Board Members
and the principles of determining the remuneration of the Board
Members set out in points 10.2 and 10.3 of this decision are in
force, the budget of the Company's Board activity for the relevant
year is determined and/or changed automatically (without the
adoption of separate decisions of the General Shareholders'
Meeting), taking into account the requirements of such budgeting
and (or) at the time of the change, the positions held by the Board
Members of the Company who meet the criteria set out in the
Remuneration Guidelines and, accordingly, the amounts of
remuneration to be paid according to them, as well as additional
costs intended to ensure the regulation of the Board's activities,
if the Company does not apply for a change in the size of the
budget for the activities of the Board."
The shareholders may familiarize themselves with
the Draft Resolutions of the General Meeting of Shareholders and
other additional materials related to the General Meeting of
Shareholders also with the implementation of the shareholders’
rights at the Central Database of Regulated Information www.crib.lt
and on Company’s website www.litgrid.eu.
The shareholders of LITGRID, whose shares are
entitled to at least 1/20 of the total number of votes, 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 (hereinafter – “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 the proposal. The agenda will be supplemented
if the proposal is received not later than 16 April 2024.
The shareholders entitled to at least 1/20 of
the total number of votes 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 proposal must be made in
writing and submitted to the Company by registered mail or
delivered to the Head Office. The proposal submitted during the
meeting must be formalized in writing and delivered to the
Secretary of the General Meeting of Shareholders.
Shareholders have the right to submit questions
to the Company regarding the agenda of the General Meeting of
Shareholders to be held on 25 April 2024, in advance, but not later
than 25 April 2024. Questions must be formalized in writing and
delivered to the Company by registered mail or to the Head Office.
The Company will not provide any answer to the question submitted
by a shareholder personally to him / her in the case relevant
information is available on the Company’s website
www.litgrid.eu.
Any shareholder has the right to authorize a
natural or legal person to participate and vote in his/her behalf
at the General Meeting of Shareholders. The proxy holder of the
shareholder must have 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. At the General Meeting of
Shareholders, the proxy holder has the same rights as would be held
by the shareholder represented by him/her. 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.
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/her proxy
holder 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 / her right to vote must be
appended to the filled in Ballot Paper. The duly filled 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 will be available on the website of the Company:
www.litgrid.eu.
Information about the additions to the agenda,
as well as resolutions made by the general meeting will also be
available in the Central Database of Regulated
Information www.crib.lt.
ANNEXES:
- LITGRID AB financial statements for 2023, together with the
conclusion of the independent auditor, Annual Report and
Remuneration Report;
- Profit distribution project for 2023;
- Draft of the new version of the Articles of Association of
LITGRID AB;
- Remuneration Policy for the LITGRID AB Chief Executive Officer
and Board members;
- Standard contract on the activity of a member of the
Board;
- Power of Attorney form of LITGRID AB;
- LITGRID AB voting ballot.
More information:
Jurga Eivaitė
Communications Project Manager
+370 613 19977
jurga.eivaite@litgrid.eu
- litgridab-2023-12-31-en
- 2 annex. Profit distribution 2023
- 3 annex. LITGRID articles of association EN_new
- 4 annex. Renumeration policy_new
- 5 annex. Board_member's_agreement_ENG
- 6 annex. Power of Attorney_EN
- 7 annex. Voting ballot_EN
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