Vilnius, Lithuania, 2016-07-08 11:02 CEST (GLOBE NEWSWIRE) -- On the initiative of the shareholder of Litgrid AB (company code 302564383, registered office address A. Juozapavičiaus g. 13, Vilnius) extraordinary meeting of Litgrid AB shareholders is called on July 29, 2016, at 9.00 am. The meeting will take place in company Room 226, A. Juozapavičiaus g. 13, Vilnius. The registration of shareholders starts on June 29, 2016, at 8.30 a.m. The registration of shareholders ends on July 29, 2016, at 8.55 a.m.
The record date of the extraordinary general meeting of shareholders has been set for July 22, 2016. 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 of the convened general meeting of shareholders of Litgrid AB and proposed draft decisions (first (1) question of the agenda rendered by the Board of Litgrid AB, the rest (2-5) – rendered by the shareholder of Litgrid AB – UAB EPSO-G):
1. Regarding the election of the audit company for Litgrid AB, and the conditions of the payment for the audit services in 2016.
Proposed decision:
1.1. To elect an audit company UAB PriceWaterhouseCoopers for carrying out an audit of the financial statements of Litgrid AB for 2016;
1.2. Set a fee for the audit services no larger than EUR 19,210.00 (excl. VAT); the fee to be paid upon the provision of the services and within 30 days of the submission of the VAT invoice.
2. Regarding the revocation of the Board of Litgrid AB.
Proposed decision:
Revoke the Board of Litgrid AB in corpore from the date of 29 July 2016.
3. Regarding the election of the new Board of Litgrid AB.
Proposed decision:
3.1. Elect the Board of Litgrid AB from the date of 29 July 2016 for a term of office of four years:
3.1.1. RIMVYDAS ŠTILINIS;
3.1.2. NEMUNAS BIKNIUS;
3.1.3. DAIVIS VIRBICKAS;
3.1.4. VIDMANTAS GRUŠAS;
3.1.5. DOMAS SIDARAVIČIUS;
Rimvydas Štilinis and Nemunas Biknius are proposed as candidates to the Board of Litgrid AB from the holding company UAB EPSO-G, and Daivis Virbickas and Vidmantas Grušas are proposed as candidates to the Board from the company, and Domas Sidaravičius is proposed as a candidate to the position of the independent member of the Board of Litgrid AB.
The Board and its members shall start working upon the end of the general meeting of shareholders of 29 July 2016 that elected the Board.
4. Regarding setting the conditions of the Board of Litgrid AB.
4.1. Regarding the fixing of the maximum budget of the annual fee for the members of the Board of Litgrid AB, and the establishment of the remuneration for each specific member of the Board.
Proposed decision:
4.1.1. Approve the maximum gross annual budget for the remuneration of members of the Board of Litgrid AB for EUR 36,000.00 (thirty six thousand euro).
4.1.2. Establish the following amounts of remuneration for the individual members of the Board of Litgrid AB: EUR 50.00 (fifty euro) (before taxes) as an hourly fee for the work at the Board of Litgrid AB, without exceeding the maximum monthly fee of EUR 1,000.00 (one thousand euro); the fee shall be paid to members of the Board of Litgrid AB, except the members of the Board of Litgrid AB who are at the same time employees of UAB EPSO-G holding the qualifying interest of Litgrid AB.
4.2. Regarding the conclusion of contracts with members of the Board regarding their operations at Litgrid AB, and the establishment of standard terms and conditions of such contracts.
Proposed decision:
Approve the standard conditions of the activities at the Board of Litgrid AB of a member of the Board and an independent member of the Board (Attachment No 1-3).
4.3. Regarding the appointment of a person authorised to sign contracts with members of the Board of Litgrid AB.
Proposed decision:
Appoint and authorise Rolandas Zukas, General Director of UAB EPSO-G to immediately, but no longer than within 10 (ten) days of the present decision, to sign, on behalf of Litgrid AB contracts regarding their activity at the Board of Litgrid AB under the standard contractual terms approved by the present Decision of the Board of Litgrid AB.
5. Regarding the authorisation of the CEO of Litgrid AB.
Proposed decision:
Authorise (with a right to sub-delegate the authorisation) CEO of Litgrid AB to notify the Register of Legal Entities of the Republic of Lithuania of the cancelation of the members of the Board, and the election of the new members of the Board, register the amended data in the Register of Legal Entities, and perform all other actions related thereto.
The shareholders can get familiar with the documents related to the agenda of the meeting, draft decisions and general ballot paper on work days, in the premises of Litgrid AB, at A. Juozapavičiaus St. 13, Vilnius, Room 141, 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 a.m. to 3.15 p.m.). These documents and other information that should be published in accordance with the law 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.
If a shareholder holding voting rights or a proxy duly authorised thereby makes a request in writing, the Company shall develop and send by registered mail, not later than within 10 days prior to the general meeting of shareholders, the general ballot paper or shall hand it to the shareholder personally against the signature thereof. The general ballot right is also available on the Company’s website at http://www.litgrid.eu. A filled-out and signed general ballot paper and a document attesting the right to vote may be sent to the Company by registered mail or delivered to the Company at its address at A. Juozapavičiaus St. 13, Vilnius, not later than by the end of the working day (4.30 p.m.) of July 28, 2016.
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, 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 right to vote shall present a document certifying his or 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 or her identity, also present a document attesting his or her right to vote in the meeting.
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 or her unless it is provided for otherwise in the proxy. A proxy issued outside of Lithuania should be translated into Lithuania and shall correspond to the legal requirements laid down 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 authorise a natural or a legal person 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 an electronic signature created in a way of safe signature formulation software and approved by the appropriate certificate valid in the Republic of Lithuania, i.e. if the safety of transmitted information is ensured and the shareholder’s identify can be detected. The shareholder is obliged to notify the Company in writing about the proxy issued by the means of electronic communication sending it by email at info@litgrid.eu not later than till the end of the working day (4.15 p.m.) of July 28, 2015.
The means of electronic communication will not be used for participation and voting in the general meeting of shareholders.
Attachments:
1. The standard conditions of the activities at the Board of a member of the Board (with remuneration);
2. The standard conditions of the activities at the Board of a member of the Board (with no remuneration);
3. The standard conditions of the activities at the Board of an independent member of the Board;
4. General Ballot.
Vilija Railaitė
Litgrid Head of Communications
Tel. +370 613 19977
E-mail: vilija.railaite@litgrid.eu
