Ordinary general meeting of LITGRID AB shareholders is summoned on 24 April 2018, 10:00 at the initiative and by the resolution of the Board of LITGRID AB (company code 302564383, registered at A.Juozapavičiaus g. 13, Vilnius). The meeting will be held at room 226, at A. Juozapavičiaus g. 13, Vilnius. Beginning of shareholders' registration: 24 April 2018, 9:30. End of shareholders' registration: 24 April 2018, 9:55.
The record date of the ordinary general meeting of shareholders has been set for 17 April 2018. The right of participation and voting in the ordinary 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 ordinary general meeting of shareholders.
The record date of rights of the ordinary general meeting has been set for 9 May 2018. The shareholders‘ property rights provided for in Article 15 (1) Items 1-4 of the Law of Companies of the Republic of Lithuania will be exercised only by the persons who remain the company shareholders at the end of the record date of the rights of the meeting.
Agenda and proposed draft resolutions of the general meeting of shareholders:
1. Presentation of the consolidated annual report of the Company for 2017.
The consolidated annual report of LITGRID AB on the activities of the company and the group for 2017 is taken into account. No resolutions on the specified matter are adopted. (Annex No. 1).
2. Presentation of the external auditor's report.
Independent Auditor's Report is taken into account. No resolutions on this matter are adopted (Annex No. 1).
3. Approval of the consolidated and set of financial statements of the Company for 2017.
Proposed resolution:
To approve the set of financial statements of LITGRID AB for 2017 (Annex No. 1)
4. Distribution of the Company's profit (loss) of 2017.
Proposed resolution:
To approve the profit (loss) distribution of LITGRID AB of 2017 proposed by the Board of LITGRID AB (Annex No. 2).
5. Approval of the new edition of LITGRID AB Articles of Association.
Proposed resolution:
To approve the new edition of LITGRID AB Articles of Association (Annex No. 3)
6. Regarding the revocation of the Member of the Board of LITGRID AB.
Proposed resolution:
To Revoke Daivis Virbickas from the Board of LITGRID AB from 24 April 2018
7. Regarding the authorisation of the CEO of LITGRID AB.
Proposed resolution:
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 revocation of the member of the Board, register the amended data in the Register of Legal Entities, and perform all other actions related thereto.
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 g. 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 meeting agenda and the shareholders' right to submit questions to the company in advance regarding the matters on the meeting agenda, 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 g. 13, Vilnius by the end of the working day of 23 April 2018 (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 info@litgrid.eu by the end of the working day of 23 April 2018 (16:30) for the latest.
No participation and voting by electronic means of communication at the general meeting of shareholders.
Enclosed:
- Consolidated and the company’s financial statements for 2017, drawn in accordance with the international financial reporting standards applicable in the European Union, presented together with the independent auditor's report and the consolidated annual report;
- Draft of profit (loss) distribution of LITGRID AB of 2017;
- New edition of LITGRID AB Articles of Association;
- Voting ballot.
Annex 2. Draft Profit Distributon ENG
