Notice on Convening of the Ordinary 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) (hereinafter “LITGRID”, the “Company”), the Ordinary General Meeting of Shareholders of LITGRID is convened at the Company’s registered office (address: Karlo Gustavo Emilio Manerheimo g. 8, LT-05131, Vilnius, hall No. 229) on 30 April 2025, at 10:00 a.m.
The agenda of the Ordinary General Meeting of Shareholders of LITGRID:
1) Regarding the acquaintance with the independent auditor's report on the set of financial statements of LITGRID AB for 2024 and the submission of the management report of LITGRID AB for 2024
2) Regarding the approval of the set of financial statements of LITGRID AB for 2024
3) Regarding the approval of profit distribution of LITGRID AB for 2024
4) Regarding the approval of information on remuneration of LITGRID AB for 2024
5) Regarding the approval of the conclusion of the agreement on the provision of humanitarian aid by LITRGID AB
The beginning of the shareholders' registration: at 9:30 a.m., on 30 April 2025.
The end of the shareholders' registration: at 9:55 a.m., on 30 April 2025.
The record date of the Ordinary General Meeting of Shareholders: 23 April 2025. The right of participation and voting at the Ordinary General Meeting of Shareholders can be exercised only by the persons who remain shareholders of LITGRID by the end of the record date of the Ordinary General Meeting of Shareholders. The accounting date which entitles shareholders to receive a portion of the Company’s profit (dividend) – 15 May 2025.
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 8 April 2025, the Board of LITGRID approved the agenda of the Ordinary General Meeting of Shareholders and the draft decisions of the Meeting:
1) Regarding the acquaintance with the independent auditor's report on the set of financial statements of LITGRID AB for 2024 and the submission of the management report of LITGRID AB for 2024
The submitted explanation:
“The Board submits to the General Meeting of Shareholders the management report of LITGRID AB to acquaint with this document (attached). The General Meeting of Shareholders should take into consideration the opinion presented in the independent auditor's report to the shareholders of LITGRID AB when taking decisions on the approval of the set of financial statements of LITGRID AB for 2024 (attached). The decision of the General Meeting of Shareholders is not required.“
2) Regarding the approval of the set of financial statements of LITGRID AB for 2024
The draft decision:
“To approve the set of financial statements of LITGRID AB for 2024 (attached).“
3) Regarding the approval of profit distribution of LITGRID AB for 2024
The draft decision:
“To approve the profit distribution of LITGRID AB for 2024 (attached).“
4) Regarding the approval of information on remuneration of LITGRID AB for 2024
The draft decision:
“To approve information of LITGRID AB on remuneration for 2024 which forms part of the management report of LITGRID AB for 2024.”
5) Regarding the approval of the conclusion of the agreement on the provision of humanitarian aid by LITRGID AB
The draft decision:
“5.1. To approve the Decision of 8 April 2025 of the Board of LITGRID AB to conclude the humanitarian aid provision agreement with the company authorised by the Cabinet of the Ministers of Ukraine to receive humanitarian aid, and to approve the essential terms of the humanitarian aid agreement as follows:
5.1.1. The subject-matter of the agreement – Humanitarian aid to the energy sector of Ukraine by providing the assets owned by the Company, the carrying amount of which is equal to EUR 0,29.
5.1.2. The parties to the agreement – LITGRID AB and the company authorised by the Cabinet of the Ministers of Ukraine to receive humanitarian aid;
5.1.3. The objective of the use of humanitarian aid – the restoration of the facilities of the Ukrainian energy sector that were damaged during the war.
5.2. To authorise the Chief Executive Officer of the Company (with the right to sub-delegate) to conclude the humanitarian aid agreement under the essential terms of the agreement specified in point 5.1 of this decision and to agree other (non-essential) terms of this agreement on behalf of the Company.”
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 and on the Company’s website .
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 15 April 2025.
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 Ordinary General Meeting of Shareholders to be held on 30 April 2025, in advance, but not later than by 24 April 2025. 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 .
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 Ordinary General Meeting of Shareholders. At the Ordinary 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 .
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 Ordinary General Meeting of Shareholders. The form of the General Ballot Paper is available on the website of the Company .
On the day of convocation of the Ordinary 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 .
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 .
ANNEXES:
- LITGRID AB financial statements for 2024, together with the conclusion of the independent auditor, management report and remuneration report.
- LITGRID AB Profit distribution project for 2024.
- General Ballot Paper.
- Proxy Form.
More information:
Jurga Eivaitė
Communications Project Manager
Attachments
