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 Extraordinary 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 19 June 2025, at 10:00 a.m.
The agenda of the Extraordinary General Meeting of Shareholders of LITGRID:
1) Regarding the approval of the Decision of 28 May 2025 of the Board of LITGRID AB
The beginning of the shareholders' registration: at 9:30 a.m., on 19 May 2025.
The end of the shareholders' registration: at 9:55 a.m., on 19 May 2025.
The record date of the Extraordinary General Meeting of Shareholders: 12 June 2025. The right of participation and voting at the Extraordinary 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 Extraordinary General Meeting of Shareholders.
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 28 May 2025, the Board of LITGRID AB approved the agenda of the Extraordinary General Meeting of Shareholders and the draft decisions of the Meeting:
1) Regarding the approval of the Decision of 28 May 2025 of the Board of LITGRID AB
The draft decision:
“1. To approve the Decision of 2025-05-28 of the Board of LITGRID AB to conclude the baseload renewable power purchase agreement with the UAB “Ignitis” and to approve the essential terms of this agreement:
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) (“LITGRID”, the “Company”), the Extraordinary 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 19 June 2025, at 10:00 a.m.
The agenda of the Extraordinary General Meeting of Shareholders of LITGRID:
1) Regarding the approval of the Decision of 28 May 2025 of the Board of LITGRID AB
The beginning of the shareholders' registration: at 9:30 a.m., on 19 May 2025.
The end of the shareholders' registration: at 9:55 a.m., on 19 May 2025.
The record date of the Extraordinary General Meeting of Shareholders: 12 June 2025. The right of participation and voting at the Extraordinary 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 Extraordinary General Meeting of Shareholders.
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 28 May 2025, the Board of LITGRID AB approved the agenda of the Extraordinary General Meeting of Shareholders and the draft decisions of the Meeting:
1) Regarding the approval of the Decision of 28 May 2025 of the Board of LITGRID AB
The draft decision:
“1. To approve the Decision of 2025-05-28 of the Board of LITGRID AB to conclude the baseload renewable power purchase agreement with the UAB “Ignitis” and to approve the essential terms of this agreement:
1.1 Parties to the agreement: LITGRID AB, public limited liability company established and operating under the laws of the Republic of Lithuania, legal entity code 302564383, registered office address: Karlo Gustavo Emilio Manerheimo St. 8, LT-05131 Vilnius, data on the company is collected and stored in the Register of Legal Entities, and UAB „Ignitis“, private limited liability company established and operating under the laws of the Republic of Lithuania, legal entity code 303383884, registered office address: Laisvės pr. 10, LT-04215 Vilnius, data on the company is collected and stored in the Register of Legal Entities.
1.2 Subject-matter (object) of the agreement: up to 160 GWh of electricity from renewable energy sources with guarantees of origin per year (4,5 MWh every 15 min).
1.3 Maturity of obligations: 1 January 2026 – 31 December 2032 (7-year agreement).
1.4 Price and (or) pricing, payment procedure and rules for changing them
1.4.1 Price of the agreement: EUR 82,294,488, excl. VAT (74.5 EUR/MWh), a fixed price pricing.
1.4.2 Payment procedure:
1.4.2.1 Payments shall be made once a month (for the quantity of electricity supplied during the previous month and guarantees of origin).
1.4.2.2 The supplier shall submit the invoice within 3 business days after the end of the reporting month.
1.4.2.3 The buyer shall settle with the supplier no later than 15 (fifteen) days from the date of the receipt of the properly issued and submitted VAT invoice.
1.4.3 Rules for changing the price of the agreement:
1.4.3.1 The price for 1 MWh established in the agreement may be recalculated if, according to data of the State Data Agency of the Republic of Lithuania, the average annual inflation rate in Lithuania (based on the Consumer Price Index (CPI)) reaches 20% or higher, or the average annual deflation rate reaches (-20%) or lower. (Data source: Rodiklių duomenų bazė - Oficialiosios statistikos portalas).
1.4.3.2 The recalculation of the price of the agreement may be initiated by the party to the agreement not earlier than 12 months after the date of entry into force of the agreement or from the date of entry into force of the arrangement on the last recalculation of the price.
1.4.3.3 The new price for 1 MWh under the agreement shall be calculated according to the formula when the price of 1 MWh under the agreement is recalculated by deducting from the average annual inflation of the Republic of Lithuania according to the data of the State Data Agency of the Republic of Lithuania, which is published in the month before the month of submission of the price recalculation request by the party to the agreement, the limit of 20% (-20%, in case of deflation) set in the agreement and by multiplying the percentage difference by a coefficient of 0.1:
The new price for 1 MWh under the agreement = price for 1 MWh under the agreement + (price for 1 MWh under the agreement * (average inflation rate for the previous month – 20%) / 100 * 0.1).
1.5 Security for the fulfilment of obligations:
1.5.1 To ensure the fulfilment of contractual obligations, before the signing of the agreement the supplier must submit to the buyer the agreement performance guarantee:
– it shall submit an irrevocable, first demand bank guarantee issued by the bank rendering services in Lithuania. The bank or the group to which it belongs must have not lower than BBB- long-term borrowing rating assigned by Fitch Ratings credit rating agency or an equivalent rating assigned by another international credit rating agency; or
– it shall submit an irrevocable guarantee issued by the parent company assigned with not lower than BBB- long-term borrowing rating by Fitch Ratings credit rating agency or an equivalent rating assigned by another international credit rating agency.
1.5.2 The amount of the performance guarantee shall not be lower than 2% of the value of the agreement (excl. 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 agreement and to sign this agreement.
3. To authorise the Chief Executive Officer of LITGRID AB, without a separate decision from the Board of LITGRID AB, to adopt decisions on the change of the essential condition of the agreement — the contract price — by reducing the price without any limitations or increasing the price due to a justified indexation of the price per 1 MWh, provided that the total value of all such arrangements does not exceed 3% (i.e., EUR 2,468,435, excluding VAT) of the price of the initial agreement.”.
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 www.crib.lt and on the Company’s website www.litgrid.eu.
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 5 June 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 Extraordinary General Meeting of Shareholders to be held on 19 June 2025, in advance, but not later than by 16 June 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 www.litgrid.eu.
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 Extraordinary General Meeting of Shareholders. At the Extraordinary 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 www.litgrid.eu.
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 Extraordinary General Meeting of Shareholders. The form of the General Ballot Paper is available on the website of the Company www.litgrid.eu.
On the day of convocation of the Extraordinary 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 www.litgrid.eu.
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 www.crib.lt.
ANNEXES:
- General Ballot Paper.
- Proxy Form. More information: Jurga Eivaitė
Communication Project Manager
+370 613 19977
jurga.eivaite@litgrid.eu
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