Notice on Convening of the Extraordinary General Meeting of
Shareholders of LITGRID AB
Under the initiative and decision of the Board
of LITGRID AB (company code 302564383, registered office address:
Karlo Gustavo Emilio Manerheimo g. 8, LT-05131, Vilnius)
(“LITGRID”, the “Company”), the Extraordinary General Meeting of
Shareholders of LITGRID AB is convened at the Company’s registered
office (address: Karlo Gustavo Emilio Manerheimo g. 8, LT-05131,
Vilnius, hall No. 229) on 13 September 2024, at 10:00
a.m.
The agenda of the Extraordinary General Meeting
of Shareholders of LITGRID AB:
1) Regarding the adoption of financial
investment decision for the project "Construction of the
Harmony Link Interconnector".
2) Regarding the termination of the 26 May 2020 Cooperation
Agreement for the Implementation Phase of the Submarine
Poland-Lithuania HVDC Harmony Link interconnector project.
3) Regarding the declaration of the 23 April 2021 decision of the
LITGRID AB Board null and void.
The beginning of the shareholders' registration:
at 9:30 a.m., on 13 September 2024.
The end of the shareholders' registration: at 9:55 a.m., on 13
September 2024.
The record date of the Extraordinary General
Meeting of Shareholders: 6 September 2024. The right of
participation and voting at 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.
A person participating at the General Meeting of
Shareholders and entitled to vote must provide a document
confirming the person’s identity. A person who is not a shareholder
shall, in addition to the afore-mentioned 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 22 August 2024, the Board of LITGRID AB
approved the agenda of the Extraordinary General Meeting of
Shareholders and the draft decisions of the Meeting:
1) Regarding the adoption of financial
investment decision for the project Construction of the Harmony
Link Interconnector.
The draft decision:
„1. To approve the 22 August 2024 LITGRID AB decision of the Board,
in accordance with
Clause
5.3 of the 12 July 2024 Harmony Link Cooperation Agreement
(hereinafter – HLCA), concluded between the Polish electricity
transmission system operator PSE. S.A.
(hereinafter
– PSE S.A.) and LITGRID AB on the basis of the 10 July 2024
decision of the LITGRID AB Board, to adopt a Financial Investment
Decision (FID) for the implementation of the technical solution for
the overland link of the project "Construction of the Harmony Link
Interconnector" in the territory of the Republic of Lithuania
(hereinafter – the Project), as well as adopt the following
essential terms and conditions of the financial investments:
1.1. The object of the investment is
the implementation of the Project, which consists of:
1.1.1. the construction of the new double circuit 220kV
alternating current (AC) over-land cable/overhead interconnection
between the Polish-Lithuanian border and the substation Gižai
330/220/110 kV;
1.1.2. the construction of the substation Gižai
330/220/110/10 kV in Lithuania.
1.2. The maximum estimated budget for
the Project shall be EUR 220 030 000;
1.3. The expected amount of EUR 147
232 471,5 shall come from CEF funding, with 75 % pro-rata
share of the estimated eligible costs.
1.4. The estimated duration of the
Project – 30/06/2031.
2. Taking into
account that the Amendment No. 2 to the CEF Grant Agreement No.
INEA/CEF/ENER/M2020/2226437 entered into force on 26 July 2024,
Clause 1 of this Decision shall enter into force upon the
occurrence of both of the following circumstances:
2.1. PSE S.A. adopts a corresponding
positive Financial Investment Decision;
2.2. The 26 May 2020 Cooperation
Agreement for the Implementation Phase of the Submarine
Poland-Lithuania HVDC Harmony Link interconnector project
(hereinafter – IPCA), concluded between LITGRID AB and PSE S.A., is
terminated.
3. If LITGRID AB fails to fulfil its obligations under the HLCA,
LITGRID AB may be liable for up to EUR 100 million in direct damage
suffered by PSE S.A.”
2) Regarding the termination of the 26
May 2020 Cooperation Agreement for the Implementation Phase of the
Submarine Poland-Lithuania HVDC Harmony Link interconnector
project.
The draft decision:
„To approve the 22 August 2024 decision of the LITGRID AB board to
terminate the Cooperation Agreement for the Implementation Phase of
the Submarine Poland-Lithuania HVDC Harmony Link interconnector
project (IPCA), which was concluded on 26 May 2020 on the basis of
the 4 May 2020 decision of the Board of LITGRID AB (Minutes No. 8,
Item No. 1) between LITGRID AB and the Polish electricity
transmission system operator PSE S.A., which was approved by the 25
May 2020 decision of the LITGRID AB Extraordinary General Meeting
of Shareholders decision (Minutes No. 2, Item No. 1)."
3) Regarding the declaration of the 23
April 2021 decision of the LITGRID AB Board null and
void.
The draft decision:
„To approve the 22 August 2024 LITGRID AB decision of the Board to
declare the 23 April 2021 decision of the LITGRID AB Board
„Regarding the adoption of the investment decision for the
implementation stage of the Harmony project and the convening of an
Extraordinary General Meeting of Shareholders“ (Minutes No.
13, Item No. 10), which was approved on 17 May 2021 by the
Extraordinary General Meeting of Shareholders (Minutes No. 3, Item
No. 1), null and void.”
The shareholders may familiarise 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 the 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 g. 8, LT-05131 Vilnius (the “Head Office”). The 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 by 29 August 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.
The shareholders have the right to submit
questions to the Company regarding the agenda of the Extraordinary
General Meeting of Shareholders to be held on 13 September 2024, in
advance, but not later than by 9 September 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 case relevant information is available on the Company’s website
www.litgrid.eu.
Each shareholder has the right to authorise a
natural or legal person to participate and vote on 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 Proxy certified in accordance with the procedure
established by the laws, which must be delivered to the Head Office
not later than before the end of the registration of the attendees
of the Extraordinary General Meeting of Shareholders. At the
Extraordinary 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 Proxy for the representation 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
Extraordinary 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 Extraordinary
General Meeting of the Shareholders the total number of shares was
504,331,380. All these shares grant a voting right.
Information referred to in Article
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 adopted by the general meeting will also be
available on the Central Database of Regulated
Information www.crib.lt.
ANNEXES:
- General Ballot Paper.
- Proxy Form.
More information:
Mantas Bieliauskas, Communications Project Manager
+370 652 53424
mantas.bieliauskas@litgrid.eu
- 1 General Ballot Paper_EN
- 2 Proxy Form_EN
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