At the initiative and by resolution of the Management Board of LITGRID Turtas AB (company code 302564383, registered address A. Juozapavičiaus g. 13, Vilnius), an extraordinary general shareholders meeting of LITGRID Turtas AB is convened on December 17, 2010. The meeting will be held at the following address: A. Juozapavičiaus g. 13, Vilnius, Conference Hall. Starting time - 10:00 AM, December 17, 2010. Starting time of shareholders registration: 9:30 AM, December 17, 2010. Finishing time of shareholders registration: 9:55 AM, December 17, 2010. The established date for the headcount of the shareholders of the extraordinary general shareholders meeting is December 10, 2010. Only such persons shall have a right to participate and vote at the extraordinary general shareholders meeting, who by the end of the day of headcount of the shareholders of the extraordinary general shareholders meeting are shareholders of LITGRID Turtas AB. The rights accounting day of the extraordinary general shareholders meeting shall be December 31, 2010. The property rights of the shareholders, enforced in Items 1-4 of Part 1 of Article 15 of the Law of the Republic of Lithuania on Joint-stock Companies, shall be held by such persons who by the end of the rights accounting day of the meeting are shareholders of the company. Agenda of the meeting: 1. Regarding approval of preparation of reorganization conditions of LITGRID Turtas AB and LITGRID AB. The following draft resolution of the agenda issue is proposed: „1. To approve that under procedure established by legal acts of the Republic of Lithuania, the Management Board of LITGRID Turtas AB, in cooperation with the Management Board of LITGRID AB (public company established under laws of the Republic of Lithuania, registered address A. Juozapavičiaus g. 13, Vilnius city, Vilnius city municipality, the Republic of Lithuania, legal entity code 302449655, VAT code LT100005013315, registered in the Register of Legal Entities of the Republic of Lithuania), (i) prepares the reorganization conditions of LITGRID Turtas AB and LITGRID AB, which subsequent to the reorganization would terminate as a legal entity, would be merged with LITGRID Turtas AB, which subsequent to reorganization would continue its operation, and (ii) would prepare the revised articles of association of LITGRID Turtas AB, which would continue its operation subsequent to the reorganization and (iii) would perform other actions, related to the reorganization of LITGRID Turtas AB and LITGRID AB. The reorganization would be performed by merging LITGRID AB with LITGRID Turtas AB, after which all assets, rights and duties of LITGRID AB would be transferred to LITGRID Turtas AB (Part 3 of Article 2.97, Civil Code of the Republic of Lithuania) . On December 6, 2010 the Management Board of LITGRID Turtas AB resolved to amend the agenda of the convened meeting with this issue and approved the following proposed draft resolution: 2. Regarding appointment of the auditor of LITGRID Turtas AB and setting of payment conditions for the auditor's services in 2010. The following draft resolution of the agenda issue is proposed: „2. “To select the audit firm PricewaterhouseCoopers UAB for the performance of audit of financial statements 2010 (including consolidated financial statements) of LITGRID Turtas AB and to define the remuneration of not more than LTL 25,000 (twenty five thousand), without VAT, for the performance of the said audit services, which shall be paid within 60 (sixty) days upon issuing of an invoice. Documents, related to the meeting agenda, draft resolutions, general voting ballot, will be made available for the shareholders from November 25, 2010, at the premises of LITGRID Turtas AB with the following address: A. Juozapavičiaus g. 13, Vilnius, room 137, during the office hours (7:30 - 11:30 and 12:15 - 16:30, Fridays - 7:30 - 11:30 and 12:15 - 15:15). These documents and other information, which is publishable under the legal acts, related to the shareholders right to propose amendments to the agenda of the meeting, propose draft resolutions to the agenda of the meeting and by right of shareholders to propose in advance issues, related to issues of the agenda of the meeting, from November 25, will also be published at the company website www.litgrid.eu. If the shareholder, holding a right of vote or its duly authorized representative demands so in writing, the company shall prepare and not later than 10 days prior to the general shareholders meeting shall send a general voting ballot by registered mail or shall present it in person and confirm the receipt by signature. The general voting ballot is also available at the website of the company http://www.litgrid.eu. The filled and signed general voting ballot and the document, confirming the right of vote may be presented to the company by registered mail or handed over directly at the premises of the company with the address A. Juozapavičiaus g. 13, Vilnius, not later than by the end of the office hours (16:30) of December 16, 2010. The company retains the right not to register the advance vote of the shareholder or its authorized person, if its presented general voting ballot is not compliant with requirements, set forth in Parts 3 and 4, Article 30 of the Law on Joint-stock Companies of the Republic of Lithuania, its presentation is overdue or it is filled in the manner whereby ascertaining of the actual will of the shareholder is impossible. The persons at the general shareholders meeting shall have a right to vote by power of attorney. The power of attorney is deemed a written document, issued by one person (issuer of power of attorney) to another person (the recipient of power of attorney) to represent the issuer of power of attorney while contacting third persons. The power of attorney on behalf of a physical person to perform actions, related to legal persons, except for cases prescribed by law, allowing issuance of the power of attorney in another form, shall be signed by the notary. The authorized persons shall have a document, confirming the identity of the person and the power of attorney, approved as prescribed by law, which shall be presented not later than by the finishing time of the shareholders registration of the general shareholders meeting. The authorized person has the same rights at the general shareholders meeting as would be had by the shareholder who is being represented. The shareholders, holding a right to participate at the general shareholders meeting, shall have a right to authorize by means of electronic communications a physical or legal entity to take part or cast vote on their behalf at the general shareholders meeting. Such authorization shall not require notary approval. The company shall deem valid the authorization issued by electronic means only provided that the shareholder signs it by an electronic signature, generated by a secure signature-generating software and attested qualified certificate, valid within the Republic of Lithuania, i.e. the security of the transmitted information is ensured and a possibility of identification of the shareholder is provided. The shareholder shall inform in writing the company about such authorization, issued by electronic means, by sending such notification by email at info@litgrid.eu not later than end of office hours (16:30) of December 16, 2010. At the general shareholders meeting there will be no participation or voting by electronic means. Jūratė Kavaliauskaitė Head of Communications Tel. +370 619 62019 E-mail:jurate.kavaliauskaite@lpc.lt
Regarding Amendment of the Agenda and Approval of the Draft Resolution of the Convened Extraordinary General Shareholders Meeting of LITGRID Turtas AB
| Source: Lietuvos Energija AB