A notice of the convening of the Extraordinary General Meeting of Shareholders of LITGRID AB
At the initiative of and subject to the Decision of 28 January 2026 of the Board of LITGRID AB (legal entity code 302564383), registered office address at Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius (the “Company”), the Extraordinary General Meeting of Shareholders (the “Meeting”) of the Company is convened. By its decision, the Board also approved the agenda of the Meeting and the draft of the decision.
The Meeting is convened at Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius, 229 hall, on 20 February 2026 (on Friday), at 10:00 a.m. (Lithuanian time).
The beginning of the shareholders’ registration: 20 February 2026, at 09:30 a.m. (Lithuanian time). To ensure an effective registration process, the shareholders are called upon to inform in advance about their intention to attend the Meeting by email info@litgrid.eu.
The end of the shareholders’ registration: 20 February 2026, at 09:55 a.m. (Lithuanian time).
The record date of the Meeting: the fifth working day before the Meeting. The right to attend and to vote at the Meeting can be exercised only by the persons who remain shareholders of the Company by the end of the record date of the Meeting.
The agenda of the Meeting of the Company:
- Regarding approval of the decision of the Board of LITGRID AB dated 28 January 2026
The draft decision:
1. Regarding approval of the decision of the Board of LITGRID AB dated 28 January 2026
“1. To approve the decision of the Board of LITGRID AB of 28 January 2026 on the conclusion of the contract “Reconstruction of the 330 kV overhead line Aizkrauklė – Panevėžys, preparation of the detailed design documentation and performance of construction works” with AB “Kauno tiltai” and, to approve the essential terms of this contract:
1.1. The parties to the contract: LITGRID AB, a company incorporated and operating under the laws of the Republic of Lithuania, legal entity code 302564383, with its registered office located at Karlo Gustavo Emilio Manerheimo st. 8, LT-05131 Vilnius, the data on the company is collected and stored in the Register of Legal Entities of the Republic of Lithuania, and AB „Kauno tiltai”, a company incorporated and operating under the laws of the Republic of Lithuania, legal entity code 133729589, with its registered office located at 46 Ateities road, Kaunas, LT-52105.
1.2. The subject matter (object) of the contract: The reconstruction of the 330 kV overhead line Aizkrauklė – Panevėžys, preparation of the detailed design documentation and performance of construction works.
1.3. The term for the fulfilment of obligations: The term for the performance of works – 30 months from the date of the conclusion of the contract:
– Stage I: within 28 months from the date of the conclusion of the contract – the preparation of the detailed design documentation and performance of physical works.
– Stage II: within 30 months from the date of the conclusion of the contract – the receipt of the construction completion certificate.
1.4. Price and/or pricing, payment procedure, reserve and rules for changing them
1.4.1. The contract price – EUR 35,299,888.00 excl. VAT.
1.4.2. The pricing: The contract price is fixed and final, unless a special section of the contract indicates otherwise, it includes all direct and indirect expenses, taxes and dues related to the performance of the Works, except for the cases when the contract explicitly states otherwise. The reserve. Not applicable.
1.4.3. The payment procedure:
1.4.3.1. The contractor has the right to an advance payment equal to 5% of the price of the initial contract (excluding VAT). The amount of the advance payment shall not be changed due to the review or recalculation of the price of the contract.
1.4.3.2. The contract price shall be paid in instalments according to the Works Schedule after a VAT invoice has been properly submitted, after both Parties have signed the Statement of the Works Performed, the certificate on the value of the Works performed and the monthly report.
1.4.3.3. The Client will pay the properly issued and submitted VAT invoice (after deducting the suspended amounts) within 30 days of its receipt.
1.4.3.4. The VAT invoices, the total amount of which exceeds EUR 100,000, including VAT, upon the receipt of the contractor’s request and at the Client’s option, may be paid within a period of less than 30 days by applying the discount determined by the Client. The amount of the discount is determined by the Client based on the most recent interest rate of new agreements published by the Bank of Lithuania for loans from monetary financial institutions to non-financial companies in the euro area with an initial interest rate fixation period of up to 1 year, to which a 2% margin is added intended to cover administrative costs incurred by the Client.
1.4.3.5. The Equipment being supplied by the contractor which is not installed and specified in the special terms section of the contract and the Materials necessary for its installation may be included in the Statement of the Works Performed according to the Works Schedule, in which case 70% of the price of the Equipment not installed and Materials intended for its installation, which is specified in the Works Schedule, may be paid. Payments can only be made for the Equipment and the Materials properly delivered to the Construction Site. The Equipment and the Materials must be stored by the contractor in accordance with the instructions of their manufacturers or suppliers, the Equipment and the Materials must be properly protected against loss, damage, malfunction and meet the requirements of the contract and the legal acts. The contractor is responsible for the loss and damage of the Equipment and the Materials delivered to the construction site until the Equipment is fully installed and transferred to the Client. In accordance with this clause of the contract, the Equipment and the Materials delivered to the construction site are stored, delivered, etc., by the contractor, and the contractor is not paid any additional fees for the performance of these works.
1.4.3.6. The Client will suspend all interim payments to the contractor under the submitted VAT invoices that will exceed 90% of the price of the contract (excluding VAT).
1.4.4. Rules for changing the Contract price:
1.4.4.1. Changes in works:
1) At any time before the completion of the Works, changes in the Works may be made if:
a) it is necessary to perform additional works that are related to the Works being performed but are not included in the scope of the Works specified in the contract.
b) in order to rationally use the Client’s funds, it is appropriate to replace individual Work, Materials and/or Equipment with other work, material and/or equipment or to abandon them.
2) When the changes become part of the Works, the contract price is automatically recalculated by adding/subtracting the price of the changes to the existing contract price.
1.4.4.2. Changes in laws
1) If, due to a change in laws and/or other applicable legal acts, it is necessary to carry out additional works that were not and could not be foreseen at the time of the submission of the tender for the procurement, the contract price is recalculated when due to a change in the requirements of laws and/or applicable legal acts the contractor’s responsibilities in performing the contract are increased, and the contractor incurs higher direct costs related specifically to the performance of this contract. If, due to a change in laws and/or other applicable legal acts, the contractor’s responsibilities in performing the contract are reduced, and as a result the contractor incurs lower direct costs related specifically to this contract, such reduction shall reduce the contract price.
2) If the VAT rate changes (decreases or increases), the contract price changes accordingly. The new VAT rate applies to all VAT invoices issued after the official entry into force of the new VAT rate, by applying the payable price without VAT and recalculating the VAT accordingly. When a statutory VAT rate changes, a tax is paid according to the amended rate without a separate amendment of the contract or documentation.
1.4.4.3. Change in the price index:
1.4.4.3.1. If the value of the construction input price index “Total Construction Input” (the “General Index”), which is published by the State Data Agency (www.stat.gov.lt), changes by 5% or more over a period of 6 months or longer period, which is calculated from the date of expiry of the deadline for the submission of the tenders for the Procurement (or from the last recalculation of the contract price due to the change in the General Index, if the contract price was recalculated) until the date of the conclusion of the last Statement of the Works Performed under the contract, then, upon the initiative of either Party, the contract price may be recalculated. The recalculation of the contract price is based on the indices for individual “materials and products”, “machine and mechanisms labour”, “wages and salaries and overheads” (the “Specific Index”) rather than the General Index published by the State Data Agency.
1.4.4.3.2. The recalculation of the price of the contract due to the change in the General Index is carried out by multiplying amounts payable to the contractor by the coefficient of the change in the Specific Index, which is calculated using the following equation:
K = IPb / IPr
Where: K – coefficient of the change in the Specific Index
IPr – value of the Specific Index at the beginning of the period
IPb – value of the Specific Index at the end of the period
1.4.4.3.3. Amendments to the contract are made following the provisions of Article 97 of the Law of the Republic of Lithuania on Procurement by contracting Authorities Operating in the Water, Energy, Transport or Postal Services Sectors.
1.5. Security for the performance of obligations:
1.5.1. To ensure the fulfilment of contractual obligations, before the signing of the contract the contractor shall provide the Client with a contract performance security, i.e. a bank guarantee or a surety letter of an insurance company. The amount of the contract performance security must be equal to at least 10% of the contract price (excluding VAT). 1.5.2. The contractor, at the time of the transfer of all Works under the contract to the Client or after the termination of the contract, must provide the Client with a three-year surety letter of the insurance company or a bank guarantee ensuring the fulfilment of the contractor’s warranty and other obligations that are valid from the moment of the transfer of all Works under the contract to the Client, including in the event of the contractor’s insolvency or bankruptcy, ensuring the payment of costs to the Client that are incurred for the removal of defects caused by the contractor’s fault and identified over the first 3 years of the warranty period of the structure. The amount of the obligations covered by warranty is equal to 5% of the price of the contract (excluding VAT).
2. To authorise the Chief Executive Officer of LITGRID AB (with the right to sub-delegate) to agree other (non-essential) terms of this contract and to sign this contract.
3. To authorise the CEO of LITGRID AB, without a separate decision of the Board of LITGRID AB, to adopt decisions on the change of the essential condition of the contract – the contract price – by reducing the price without any limitations or by increasing the price by concluding arrangements on the increase of the price, provided that the total amount of all arrangements does not exceed 15% (i.e. EUR 5,294,983.20 excluding VAT) of the price of the initial contract.”
Provision of documents and voting
A person attending the Meeting and having a right to vote must provide a document confirming the person’s identity. A person who is not a shareholder shall, in addition to the above-mentioned document, provide a document confirming his/her right to vote at the Meeting.
The opportunity to attend and to vote at the Meeting by means of electronic communications is not afforded.
The shareholder or its proxy holder who is unable to attend the Meeting has the right to vote in advance in writing (by filling in the general ballot paper). The general ballot papers filled in and signed with a qualified electronic signature are dispatched by email info@litgrid.eu. The general ballot papers filled in and signed with a physical signature are sent to the Company by registered mail or delivered to the Company’s registered office at the address Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius, not later than before the start of the Meeting.
The Company reserves the right to recall the advance vote of the shareholder or the shareholder’s authorised person if the general ballot paper submitted by him/her does not comply with the requirements laid down in the Law on Companies of the Republic of Lithuania, it was received past the due date or it was filled-in in a manner making it impossible to determine the actual will of a shareholder on a separate issue.
The persons at the Meeting have the right to vote by proxy. A proxy to perform actions in the name of a natural person in relation to legal entities must be certified by a notary, except where a proxy has been executed by means of information technologies and registered in the Register of Powers of Attorney.
The shareholders entitled to attend the Meeting have the right to authorise by electronic means a natural person or a legal entity to attend and vote in their name. Such a proxy needs not be certified by a notary. The Company recognises a proxy issued by means of electronic communications only when the shareholder signs it with an electronic signature created by a secure signature creation device and approved by a qualified certificate valid in the Republic of Lithuania, i.e. provided that security of transmitted information is ensured and the shareholder’s identity can be established.
A proxy issued abroad must be legalised or certified by the apostille in accordance with the procedure laid down in the laws and translated into the Lithuanian language. The translation must be certified by a notary.
A proxy form is presented in the annex to this notice.
Submission of new draft decisions, supplements to the agenda
The Company’s shareholders may familiarise themselves with the draft decisions of the Meeting and other additional material related to the Meeting and implementation of the shareholders’ rights at the central storage for regulated information www.crib.lt and on the Company’s website www.litgrid.eu.
The Meeting’s agenda may be supplemented on a proposal of the shareholders who hold shares carrying at least 1/20 of all the votes. The proposal to supplement the agenda shall be submitted in writing or by means of electronic communications. The proposal shall be accompanied by draft decisions on the proposed issues or, when it is not mandatory to adopt decisions, explanatory notes on each proposed issue of the agenda of the Meeting. The agenda shall be supplemented if the proposal is received not later than 14 days before the Meeting.
The shareholders who hold shares carrying at least 1/20 of all the votes may, at any time before the Meeting or during the Meeting, propose in writing or by means of electronic communications, provided that security of transmitted information is ensured and the identity of these persons can be established, new draft decisions on the issues put on the agenda of the Meeting.
Submission of questions
The shareholders have the right to submit to the Company in advance questions related to the agenda of the Meeting not later than three working days before the Meeting. Questions may be submitted by email info@litgrid.eu or delivered to the address of the registered office. After the receipt of the questions, answers to the shareholders will be provided in accordance with the procedure laid down in the Law on Companies of the Republic of Lithuania, i.e. simultaneously to all shareholders before the Meeting; a question and answer form is available on the Company’s website www.litgrid.eu.
The Company may refuse to present answers to the questions submitted by a shareholder, if the identity of a shareholder who submitted the question cannot be established or if they are related to the Company’s commercial/industrial secret, confidential information subject to informing the shareholder thereof.
On the day of the convocation of Extraordinary Meeting, the total number of shares is equal to 504 331 380.
Information referred to in Articles 262 of the Law on Companies of the Republic of Lithuania will be available on the Company’s website at the following address: www.litgrid.eu.
Information on supplements to the agenda and the decisions adopted by the Meeting will also be available at the central storage for regulated information www.crib.lt.
Enclosed:
- The general ballot paper
- The proxy form
Contact person for more detailed information:
Jurga Eivaitė
Communications Project Manager
+370 613 19977
jurga.eivaite@litgrid.eu
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