Vilnius, Lithuania, 2011-02-09 12:02 CET (GLOBE NEWSWIRE) -- 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 March 4, 2011. The meeting will be held at the following address: room 226, A. Juozapavičiaus g. 13, Vilnius. Starting time – 10:00, March 4, 1011. Starting time of shareholders registration: 9:30, March 4, 2011. Finishing time of shareholders registration: 9:55, March 4, 2011.
The established date for the headcount of the shareholders of the extraordinary general shareholders meeting is February 25, 2011. 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 March 21, 2011. 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 Public 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 changing of the name of LITGRID Turtas AB.
The following draft resolution of the agenda issue is proposed:
“1. To change the name of LITGRID Turtas AB to LITGRID AB"
2. Regarding revision of Articles of Association of the Company.
The following draft resolution of the agenda issue is proposed:
„1. To revise the Articles of Association of the Company and formulate them in a new revision (attached).
2. To authorize the Chief Executive Officer of the Company to sign a new revision of the revised Articles of Association of the Company. To authorize the Chief Executive Officer of the Company, under requirements established by legal acts, to submit to the notary, Register of Legal Entities of the Republic of Lithuania and other subjects, the new revision of the Articles of Association of the Company and other necessary information and documents, to perform, under procedure established by legal acts, all necessary actions regarding the registration of the revised Articles of Association of the Company in the Register of Legal Entities of the Republic of Lithuania, also to perform all other actions, related to the implementation of this resolution, by endowing the Chief Executive Officer of the Company with a right to re-authorize other persons for the performance of actions indicated in this resolution within full scope.”
3. Regarding establishment of the Audit Committee of the Company and approval of Activity Regulations.
The following draft resolution of the agenda issue is proposed:
“1. To establish the Audit Committee of the Company.
2. To compose the Audit Committee of 3 (three) members, one of which shall be independent.
3. To define that the term of office of the Audit Committee shall be 2 (two) years.
4. To approve the Activity Regulations of the Audit Committee (attached).”
4. Regarding election of members to the Audit Committee of the Company.
The following draft resolution of the agenda issue is proposed:
“1. To elect to the Audit Committee of the Company the following persons:
Mr. Valdas Cicėnas – as an independent member;
Mr. Darius Zagorskis;
Mr. Edvinas Krasauskas.
2. To authorize the Management Board of the Company to define the annual fee amount and payment procedure for the independent member of the Audit Committee.
Documents, related to the meeting agenda, draft resolutions, general voting ballot, will be made available for the shareholders from February 10, 2011, at the premises of LITGRID Turtas AB with the following address: room 141, A. Juozapavičiaus g. 13, Vilnius, 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 February 10, 2011 will also be published at the company website http://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 March 3, 2011.
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 of the Republic of Lithuania on Public Companies, 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 March 3, 2011.
At the general shareholders meeting there will be no participation or voting by electronic means.
Vilija Railaitė
Head of Communications
Phone +370 5278 2361
Mobile +370 613 19977
E-mail vilija.railaite@litgrid.eu
