Convocation of the 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 20 May 2019, at 10.00 am. The meeting will take place in company Room 226, A. Juozapavičiaus g. 13, Vilnius. The registration of shareholders starts on 20 May 2019, at 9.30 a.m. The registration of shareholders ends on...

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 20 May 2019, at 10.00 am. The meeting will take place in company Room 226, A. Juozapavičiaus g. 13, Vilnius. The registration of shareholders starts on 20 May 2019, at 9.30 a.m. The registration of shareholders ends on 20 May 2019, at 9.55 a.m.

The record date of the extraordinary general meeting of shareholders has been set for 13 May 2019. 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 26 April 2019.

Decision proposed:
In accordance with the clause 38 (x) of the Articles of Association of LITGRID AB, to approve the decision by the Board of LITGRID AB dated 26 April 2019 as follows:

1. To agree with signing of the Contract on Future Conditions for Synchronous Merger of Electric Energy Systems of the Baltic States and Continental Europe (Contract) under the following essential conditions:
1.1. The Contract's parties are Baltic operators, supporting party – PSE, and at least two operators of Regional Group Continental Europe (RGCE).
1.2. The purpose of the Contract is to safeguard that the Baltic electricity transmission system would satisfy the requirements defined in the Continental Europe Synchronous Area Framework Agreement (SAFA).

1.3. The Contract defines rights and obligations of the operators of electricity transmission networks of the Baltic States and continental Europe in implementation of the tools regarding connection of the Baltic electricity transmission system to the Continental Europe Synchronous Area.
1.4. The Contract is valid until 31 Dec 2025. The Baltic operators have a right to extend the Contract for 3 more years.

1.5. In order to guarantee compliance with SAFA, the Contract states that the Baltic States have to fulfil certain technical requirements specified in the Catalogue of Measures.
1.6. Synchronization with CEN also demands for the following actions:

• • To disconnect the Baltic electric energy systems from the network IPS/UPS, to cancel the BRELL agreement if it is agreed to enter into an agreement on asynchronous work with IPS/UPS synchronous area.
  • To test isolated work of the Baltic transmission system;
  • To test synchronous work of the Baltic transmission system with the system of continental Europe.

1.7. Financing – the operators from the Baltic States agree to finance the measures specified in the Catalogue of Measures and other obligations undertaken hereby for their own account and/or using the funds of other organizations that are providing financial support to the operators of the Baltic transmission system
1.8. fines for non-implementation/improper implementation of contractual obligations are provided. Only direct losses caused by violation of the Contract's provisions shall be reimbursed. They shall be limited to 5 million euros per year for each party of the Contract;
1.9. The Contract may be terminated by the initiative of RGCE countries if the violation makes the Contract's implementation impossible and/or damage exceeds 5 million euros and is not covered by the country at default;
1.10. The Belgian law shall be applicable to the Contract.
2. This decision comes into effect when the regional work group of ENTSO-E Continental Europe approves the signing of the Contract on Future Conditions for Synchronous Merger of Electric Energy Systems of the Baltic States and Continental Europe and the essential conditions.

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 authorized 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 17 May 2019.

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 legalized 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 authorize, 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 [email protected] until the close of business day (4.30 p.m.) of 17 May 2019.
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 26/04/2019;

2. General ballot paper.

The individual authorized by Litgrid AB to provide additional information:
Jurga Eivaitė
Head of Communication Division
phone: +370 613 19977
e-mail: [email protected]

Attachments

• 32445_Išrašas CFI iš 2019-04-26 valdybos posėdžio Nr. 10 protokolo_EN
• Balsavimo biuletenis LG VAS 2019-05-20 EN