Convocation of Extraordinary General Meeting of LITGRID AB Shareholders
As decided by the Board of LITGRID AB (company code 302564383, registered at A. Juozapavičiaus g. 13, Vilnius), at the initiative of the parent company UAB EPSO-G, the Extraordinary General meeting of LITGRID AB shareholders is summoned on 7 September 2018, 10:00. The meeting will be held in the room 226, at A. Juozapavičiaus g. 13, Vilnius. The beginning of the shareholders' registration: 7 September 2018, 9:30. The end of the shareholders' registration: 7 September 2018, 9:55.
The record date of the extraordinary general meeting of shareholders has been set for August 31, 2018. 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:
1. Revocation of LITGRID AB board member.
Draft resolution:
1.1. To revoke Vidmantas Grušas from LITGRID AB board.
2. Election of two board members of LITGRID AB.
Draft resolution:
2.1. To the position of LITGRID AB board member as nominated by the parent company, EPSO-G, for the term until the end of the term in office of the current board of LITGRID AB to appoint a candidate who will secure the largest number of shareholders’ votes.
Before the day the Meeting, EPSO-G will nominate a candidate in view of the recommendations by the Remuneration and Appointment Committee and accordance with the Republic of Lithuania Law on Public Companies Article 25 (4).
2.1. To the position of the independent LITGRID AB board for the term until the end of the term in office of the current board of LITGRID AB to appoint a candidate who will secure the largest number of shreholders’ votes.
Before the day the Meeting, EPSO-G will nominate a candidate in view of the recommendations by the Remuneration and Appointment Committee in accordance with the Republic of Lithuania Law on Public Companies Article 25 (4).
3. Remuneration of the newly elected board members of LITGRID AB.
Draft resolution:
3.1. In respect of the newly elected independent board member, to set an hourly rate of remuneration for the activities on LITGRID AB board at EUR 50 (fifty) (pre-tax) up to the maximum amount of EUR 1,000 (one thousand) (before taxes), and should the board member be appointed board chairman to set in his/her respect the maximum monthly salary of EUR 1,300 (one thousand three hundred) euros per month.
3.2. Not to award a remuneration to the newly elected member of the board nominated by the parent company, UAB EPSO-G.
3.3. To authorise Daivis Virbickas, Director General of LITGRID AB, not later than within 5 (five) days from the date of adoption of this decision to sign for and on behalf of LITGRID AB agreements with the newly elected board members on their activities on LITGRID AB board in accordance with LITGRID AB general terms of agreements with board members and independent board members on their activities on LITGRID AB board as approved by the general meeting of shareholders.
Documents related to 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 6 September 2018 (16:30) 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 the 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 6 September 2018 (16:30) the latest.
No participation and voting by electronic means of communication at the general meeting of shareholders.
Enclosed:
1. Voting ballot.
Attachment
