Notice on Convening of the Extraordinary General Meeting of Shareholders of LITGRID AB

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 AB is convened at the Company’s registered office (address: Karlo Gustavo Emilio Manerheimo g. 8, LT-05131, Vilnius, hall No. 229) on 13 September 2024, at 10:00 a.m.

The agenda of the Extraordinary General Meeting of Shareholders of LITGRID AB:

1) Regarding the adoption of financial investment decision for the project "Construction of the Harmony Link Interconnector".
2) Regarding the termination of the 26 May 2020 Cooperation Agreement for the Implementation Phase of the Submarine Poland-Lithuania HVDC Harmony Link interconnector project.
3) Regarding the declaration of the 23 April 2021 decision of the LITGRID AB Board null and void.

The beginning of the shareholders' registration: at 9:30 a.m., on 13 September 2024.
The end of the shareholders' registration: at 9:55 a.m., on 13 September 2024.

The record date of the Extraordinary General Meeting of Shareholders: 6 September 2024. 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 AB 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 22 August 2024, 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 adoption of financial investment decision for the project Construction of the Harmony Link Interconnector.

The draft decision:
„1. To approve the 22 August 2024 LITGRID AB decision of the Board, in accordance with                     Clause 5.3 of the 12 July 2024 Harmony Link Cooperation Agreement (hereinafter – HLCA), concluded between the Polish electricity transmission system operator PSE. S.A.                     (hereinafter – PSE S.A.) and LITGRID AB on the basis of the 10 July 2024 decision of the LITGRID AB Board, to adopt a Financial Investment Decision (FID) for the implementation of the technical solution for the overland link of the project "Construction of the Harmony Link Interconnector" in the territory of the Republic of Lithuania (hereinafter – the Project), as well as adopt the following essential terms and conditions of the financial investments:
1.1.      The object of the investment is the implementation of the Project, which consists of:
1.1.1.   the construction of the new double circuit 220kV alternating current (AC) over-land cable/overhead interconnection between the Polish-Lithuanian border and the substation Gižai 330/220/110 kV;
1.1.2.   the construction of the substation Gižai 330/220/110/10 kV in Lithuania.
1.2.      The maximum estimated budget for the Project shall be EUR 220 030 000;
1.3.      The expected amount of EUR 147 232 471,5 shall come from CEF funding, with 75 % pro-rata share of the estimated eligible costs.
1.4.      The estimated duration of the Project – 30/06/2031.
2.         Taking into account that the Amendment No. 2 to the CEF Grant Agreement No. INEA/CEF/ENER/M2020/2226437 entered into force on 26 July 2024, Clause 1 of this Decision shall enter into force upon the occurrence of both of the following circumstances:
2.1.      PSE S.A. adopts a corresponding positive Financial Investment Decision;
2.2.      The 26 May 2020 Cooperation Agreement for the Implementation Phase of the Submarine Poland-Lithuania HVDC Harmony Link interconnector project (hereinafter – IPCA), concluded between LITGRID AB and PSE S.A., is terminated.
3. If LITGRID AB fails to fulfil its obligations under the HLCA, LITGRID AB may be liable for up to EUR 100 million in direct damage suffered by PSE S.A.”

2) Regarding the termination of the 26 May 2020 Cooperation Agreement for the Implementation Phase of the Submarine Poland-Lithuania HVDC Harmony Link interconnector project.

The draft decision:
„To approve the 22 August 2024 decision of the LITGRID AB board to terminate the Cooperation Agreement for the Implementation Phase of the Submarine Poland-Lithuania HVDC Harmony Link interconnector project (IPCA), which was concluded on 26 May 2020 on the basis of the 4 May 2020 decision of the Board of LITGRID AB (Minutes No. 8, Item No. 1) between LITGRID AB and the Polish electricity transmission system operator PSE S.A., which was approved by the 25 May 2020 decision of the LITGRID AB Extraordinary General Meeting of Shareholders decision (Minutes No. 2, Item No. 1)."

3) Regarding the declaration of the 23 April 2021 decision of the LITGRID AB Board null and void.

The draft decision:
„To approve the 22 August 2024 LITGRID AB decision of the Board to declare the 23 April 2021 decision of the LITGRID AB Board „Regarding the adoption of the investment decision for the implementation stage of the Harmony project and the convening of an Extraordinary General Meeting of Shareholders“ (Minutes No. 13, Item No. 10), which was approved on 17 May 2021 by the Extraordinary General Meeting of Shareholders (Minutes No. 3, Item No. 1), null and void.”

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 29 August 2024.

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 13 September 2024, in advance, but not later than by 9 September 2024. 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.

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