CORRECTION: Convocation of Extraordinary General Meeting of Shareholders of LITGRID AB

Based on the initiative and decision of the Board of LITGRID AB (company code 302564383, registered office address A. Juozapavičiaus g. 13, Vilnius, total number of ordinary registered shares issued - 504 331 380), an extraordinary meeting of LITGRID AB shareholders is called on March 5, 2018, at 10.00 am. The meeting will take place in company Room 226, A. Juozapavičiaus g. 13, Vilnius. The registration of shareholders starts on March 5, 2018, at 9.30 a.m. The registration of shareholders ends on March 5, 2018, at 9.55 a.m.

The record date of the extraordinary general meeting of shareholders has been set for February 26, 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 of the general meeting of the shareholders and draft decisions proposed:

Concerning approval of the decision by the Board of LITGRID AB dated February 8, 2018

Decision proposed:

In accordance with the clause 7.12.3.7. of the Articles of Association of LITGRID AB, to approve the decision by the Board of LITGRID AB dated February 8, 2018 as follows:

1. To approve creation of a fixed asset (optimisation of electricity transmission grid in the Northern Lithuania and preparation for synchronous operation with the energy system in the continental Europe), and enter into a contract of purchase of design and construction works with a group of economic entities, including Kauno tiltai AB (company code: 133729589, registered office address: Ateities pl. 46, Kaunas), ABB AS (company code:10095955, registered office address: Aruküla tee 83 , Jüri, Estonia), and ABB OY (company code: 0763403-0, registered office address: Strömbergin puistotie 4A, Vaasa, Finland); accepted contract value (excl. VAT) is EUR 23,920,000.00, and EUR 28,943,200.00 (incl. VAT).

2. Key conditions of the contract of purchase of design and construction works of optimisation of electricity transmission grid in the Northern Lithuania and preparation for synchronous operation with the energy system in the continental Europe shall be approved as follows:

2.1. General conditions shall be the Conditions of Contract for Plant and Design-Build for Electrical and Mechanical plant, and for Building and Engineering Works, designed by the Contractor (Yellow Book), first edition 1999 (second revised edition in Lithuanian 2007), issued by the International Federation of Consulting Engineers (Fédération Internationale des Ingénieurs-Conceils, FIDIC).

2.2. Object of the Contract is design and construction works of optimisation of electricity transmission grid in the Northern Lithuania and preparation for synchronous operation with the energy system in the continental Europe (investment project No. PPRU15017).

2.3. The Contract shall remain in force pending full completion of the Works or termination of the same.  Works shall be completed in 36 months after the entry into the Contract.

2.4. Accepted Contract value (excl. VAT) is EUR 23,920,000.00, and EUR 28,943,200.00 (incl. VAT).

2.5. Payment procedure shall be as follows: an advance payment shall be due in 21 days after receipt of the guarantees. Other payments shall be effected in 56 days after submission of a report on the works completed and in 28 days after approval of a report and issue of an invoice. Payments shall take place for the following stages of the works completed only:

  

Payment part Percentage of the Contract value accepted Conditions of payment in stages – works to be completed and documents to be submitted
Advance payment 5% Suitable (acceptable) bank guarantee for contract performance received
Technical design completed  
5%
Technical designs drawn and approved by the Builder, positive overall expert conclusions on the design and all documents required for construction received
 
Construction of Control building of Ignalina AE substation 110 kV section completed
 
3%
Construction of Control building of Ignalina AE substation 110 kV section fully completed, and engineering systems (HVAC, WD) of the building required installed. Approval by construction technical supervision and engineer on the works the completed received, documents of engineering systems submitted.
Full initial machinery of Ignalina AE substation 110 kV section installed  
7%
Full initial machinery of Ignalina AE substation 110 kV section. Approval by construction technical supervision and engineer on the works completed received. Documents of initial machinery submitted.
Comprehensive tests of Ignalina AE substation 110 kV section completed, all machinery launched, and full reconstruction of Ignalina AE substation 110 kV section completed  
 
3%
Comprehensive tests of Ignalina AE substation 110 kV section completed, all machinery of Ignalina AE substation 110 kV section launched, and full reconstruction of Ignalina AE substation 110 kV section completed. Approval by construction technical supervision and engineer on the works completed received, initial operation completed.
 
Construction of Controol building of Ignalina AE substation 330 kV section completed
 
3%
Construction of Control building of Ignalina AE substation 330 kV section fully completed, and engineering systems (HVAC, WD) of the building required installed. Approval by construction technical supervision and engineer on the works completed received, documents of engineering systems submitted.
Full initial machinery of Ignalina AE substation 330 kV section installed  
9%
Full initial machinery of Ignalina AE substation 330 kV section. Approval by construction technical supervision and engineer on the works completed received. Documents of initial machinery submitted.
Auto-transformer delivered and installed in place  
3%
Auto-transformer of Ignalina AE substation delivered and installed in place (on newly built foundation). Approval by construction technical supervision and engineer on the works completed received. Documents of adequate and safe transport of the auto-transformer submitted.
Comprehensive tests of Ignalina AE substation 330 kV section completed, all machinery launched, and reconstruction of Ignalina AE substation 330 kV section completed  
5%
Comprehensive tests of Ignalina AE substation 330 kV section completed.  Approval by construction technical supervision and engineer on the works completed received. Test protocols submitted.
 
 
                                                                 
 
Construction of Control building of Utena substation 110 kV section completed
 
3%
Construction of Control building of Utena substation 110 kV section fully completed, and engineering systems (HVAC, WD) of the building required installed. Approval by construction technical supervision and engineer on the works completed received, documents of engineering systems submitted.
Full initial machinery of Ignalina AE substation 110 kV section installed  
7%
Full initial machinery of Ignalina AE substation 110 kV section installed. Approval by construction technical supervision and engineer on the works completed received. Documents of initial machinery submitted.
Comprehensive tests of Utena substation 110 kV section completed, all machinery launched, and reconstruction of Utena substation 110 kV section completed  
 
3%
Comprehensive tests of Utena substation 110 kV section completed, all machinery of Utena substation 110 kV section launched, and reconstruction of Utena substation 110 kV section completed. Approval by construction technical supervision and engineer on the works completed received, test operation completed.
 
Construction of Control building of Utena substation 330 kV section completed
 
3%
Construction of Control building of Utena substation 330 kV section fully completed, and engineering systems (HVAC, WD) of the building required installed. Approval by construction technical supervision and engineer on the works completed received, documents of engineering systems submitted.
Full initial machinery of Ignalina AE substation 330 kV section installed  
9%
Full initial machinery of Ignalina AE substation 330 kV section installed. Approval by construction technical supervision and engineer on the works completed received. Documents of initial machinery submitted.
Auto-transformer of Utena substation delivered and installed in place  
3%
Auto-transformer of Utena substation delivered and installed in place (on newly built foundation). Approval by construction technical supervision and engineer on the works completed received. Documents of adequate and safe transport of the auto-transformer submitted.
Comprehensive tests of Utena substation 330 kV section completed, all machinery launched, and reconstruction of Utena substation 330 kV section completed  
5%
Comprehensive tests of Utena substation 330 kV section completed.  Approval by construction technical supervision and engineer on the works completed received. Test protocols submitted.
VShR delivered and installed 4% VShR delivered and installed in place at LE distribution facility (on newly built foundation). Approval by construction technical supervision and engineer on the works completed received. Documents on safe transport of VShR submitted.
Comprehensive tests completed, VShR launched 3% Comprehensive tests of VShR completed. Approval by construction technical supervision and engineer on the works completed received. Test protocols submitted, initial operation completed.
Full completion of construction works 6% Full certificates of completion of construction signed, and full final documents and bank guarantee of performance of warrantee obligations submitted to the Builder.

                                                         

(a) Penalties for failure to complete the Works on time are set at 0.04% based on the value of the Accepted Contract per day; (b) maximum contractual compensation in case of delay is 10% based on the final price of the Contract (excl. VAT).  

2.7. Contract performance shall be secured by a first-demand, unconditional, and irrevocable guarantee to be issued by a bank acceptable to the Client (for list of the banks, see the annex to the Contract). Contract performance security is set at 10% based on the initial price of the Contract, excl. VAT (i.e. EUR 2,392,000.00).

3. Determine, that this decision enters into force only if the Committee of the Protection of National Security Assets do not initiate an investigation or make a negative conclusion and / or the Government of the Republic of Lithuania will not decide that the contract does not meet national security interests in terms regulated by the Law on the Protection of Objects Important to Ensure the National Security of the Republic of Lithuania.

 

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 g. 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 p.m. to 3.15 p.m.). These documents and other information that should be published in accordance with the laws 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 draw and send by registered mail, not later than within 10 days prior to the general meeting of shareholders, the general ballot paper or shall serve it on the shareholder personally against acknowledgement of receipt. The general ballot paper is also available on the Company’s website at http://www.litgrid.eu. A general ballot paper, completed and signed, and a document attesting the voting right may be sent to the Company by registered mail or delivered to the Company at its address at A. Juozapavičiaus g. 13, Vilnius, until the close of business day (4.30 p.m.) of March 2, 2018.

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, if it 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 voting right shall present a document certifying his/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/her identity, also present a document attesting his/her voting right.

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/her unless the proxy provides otherwise. A proxy issued abroad shall be translated into Lithuanian and shall be legalised 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, by electronic communication means, a natural person or a legal entity 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 electronic signature created using secure signature software and approved by the appropriate certificate valid in the Republic of Lithuania, i.e. if the security of transmitted information is ensured and the shareholder can be identified. The shareholder is obliged to notify the Company in writing about the proxy issued by the means of electronic communication sending it by e-mail at info@litgrid.eu until the close of business day (4.30 p.m.) of March 2, 2018.

No electronic communication means will be used for participation and voting in the general meeting of shareholders.

Attachments:

  1. Extract from the Board resolution of LITGRID AB dated 08/02/2018;
  2. General ballot paper.

         Giedrius Karsokas, Head of Communications
         Mob. +370 613 19977 e-mail: giedrius.karsokas@litgrid.eu