Convocation of EGM of Litgrid Shareholders
The record date of the extraordinary general meeting of shareholders has been set for July 22, 2016. 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 convened general meeting of shareholders of Litgrid AB and proposed draft decisions (first (1) question of the agenda rendered by the Board of Litgrid AB, the rest (2-5) – rendered by the shareholder of Litgrid AB – UAB EPSO-G):
1. Regarding the election of the audit company for Litgrid AB, and the conditions of the payment for the audit services in 2016.
Proposed decision:
1.1. To elect an audit company UAB PriceWaterhouseCoopers for carrying out an audit of the financial statements of Litgrid AB for 2016;
1.2. Set a fee for the audit services no larger than EUR 19,210.00 (excl. VAT); the fee to be paid upon the provision of the services and within 30 days of the submission of the VAT invoice.
2. Regarding the revocation of the Board of Litgrid AB.
Proposed decision:
Revoke the Board of Litgrid AB in corpore from the date of 29 July 2016.
3. Regarding the election of the new Board of Litgrid AB.
4. Regarding setting the conditions of the Board of Litgrid AB.4.1. Regarding the fixing of the maximum budget of the annual fee for the members of the Board of Litgrid AB, and the establishment of the remuneration for each specific member of the Board.
Proposed decision:
4.1.1. Approve the maximum gross annual budget for the remuneration of members of the Board of Litgrid AB for EUR 36,000.00 (thirty six thousand euro).
4.1.2. Establish the following amounts of remuneration for the individual members of the Board of Litgrid AB: EUR 50.00 (fifty euro) (before taxes) as an hourly fee for the work at the Board of Litgrid AB, without exceeding the maximum monthly fee of EUR 1,000.00 (one thousand euro); the fee shall be paid to members of the Board of Litgrid AB, except the members of the Board of Litgrid AB who are at the same time employees of UAB EPSO-G holding the qualifying interest of Litgrid AB.
4.2. Regarding the conclusion of contracts with members of the Board regarding their operations at Litgrid AB, and the establishment of standard terms and conditions of such contracts.
Proposed decision:
Approve the standard conditions of the activities at the Board of Litgrid AB of a member of the Board and an independent member of the Board (Attachment No 1-3).
4.3. Regarding the appointment of a person authorised to sign contracts with members of the Board of Litgrid AB.
Proposed decision:
Appoint and authorise Rolandas Zukas, General Director of UAB EPSO-G to immediately, but no longer than within 10 (ten) days of the present decision, to sign, on behalf of Litgrid AB contracts regarding their activity at the Board of Litgrid AB under the standard contractual terms approved by the present Decision of the Board of Litgrid AB.
5. Regarding the authorisation of the CEO of Litgrid AB.
Proposed decision:
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 cancelation of the members of the Board, and the election of the new members of the Board, register the amended data in the Register of Legal Entities, and perform all other actions related thereto.
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. Juozapavi?iaus St. 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 a.m. to 3.15 p.m.). These documents and other information that should be published in accordance with the law 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 develop and send by registered mail, not later than within 10 days prior to the general meeting of shareholders, the general ballot paper or shall hand it to the shareholder personally against the signature thereof. The general ballot right is also available on the Company’s website at http://www.litgrid.eu. A filled-out and signed general ballot paper and a document attesting the right to vote may be sent to the Company by registered mail or delivered to the Company at its address at A. Juozapavi?iaus St. 13, Vilnius, not later than by the end of the working day (4.30 p.m.) of July 28, 2016.
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