Litgrid AB — Proxy Solicitation & Information Statement 2019

Feb 15, 2019

LITGRID AB  Registered office address: A. Juozapavičiaus g. 13, Vilnius, Lithuania; legal entity code: 302564383; data collected and stored in the Register of Legal Entities

Date of preparation of the ballot paper: 15-Feb-2019

18 FEBRUARY 2019 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

GENERAL BALLOT PAPER

SHAREHOLDER DETAILS

Please provide details about the voting shareholder in the table:

Shareholder’s name and surname (legal name): Name and surname/legal name	Shareholder’s national identity number (legal entity code): National identity number/legal entity code
Number of shares held by the shareholder: Number of shares

VOTING ON PROCEDURAL ISSUES

Please specify in the table the individuals whom you propose and vote in favour of:

Propose to elect as chairperson of the General Meeting of Shareholders and vote in favour of the candidate proposed: Name, surname	Propose to elect as secretary of the General Meeting of Shareholders and vote in favour of the candidate proposed: Name, surname
Propose to appoint as the person responsible for carrying out the actions provided for in parts 2 and 3 of Article 22 of the Republic of Lithuania Law on Companies and vote in favour of the candidate proposed: Name, surname

VOTING ON AGENDA ISSUES

Please circle the option in the table that you choose: “FOR” or “AGAINST”. In electing a member of the Company Board, please enter the number of votes being given in the right column of the table, in the row of the candidate you are voting for. Please note that in electing members of the Company Board, one share grants one vote to the shareholder.

Row No	Agenda issue	Proposed draft decisions	Vote
	On approval of the LITGRID AB 15 February 2019 decision of the Board.	In accordance with Article 38(viii) of the LITGRID AB Articles of Association, approve the LITGRID AB 15 February 2019 decision of the Board: 1. Approve the creation of a fixed asset (Stage 1 of the Expansion of the LitPol Link Interconnection) by concluding a purchase contract for design and construction work with Žilinskis ir Co, UAB (legal entity code: 304317232, address: Užtvankos g. 17, Dainiai Village, LT-74202 Jurbarkas District) with an accepted contract amount of EUR 21,647,000.00 excluding VAT and EUR 26,192,870.00 including VAT. 2. Confirm the essential terms and conditions of the purchase contract for design and construction work for Stage 1 of the Expansion of the LitPol Link Interconnection: 2.1. General Terms and Conditions – Fédération Internationale des Ingénieurs-Conceils (FIDIC) 1999 Conditions of Contract for Plant and Design-Build for Electrical and Mechanical Plant and for Building and Engineering Works Designed by the Contractor (Yellow Book), First Edition (Second Revised Lithuanian Edition, 2007). 2.2. Project scope (object and subject of the Contract). Stages of the Contract – the Contractor will undertake to carry out the work for the first stage of the expansion of the LitPol Link interconnection within the territory of the Alytus converter station (the Project). Subject of the Contract – 400/330 kV autotransformers guaranteeing at least 1,800 MVA power capacity which have to be installed at the Alytus converter station, the expansion work on the Alytus 400 kV and 330 kV switchyards needed for this purpose, the power lines that need to be installed or reconstructed, and reconstruction of the Alytus 400 kV switchyard auxiliary power supply, thus expanding the Lithuania-Poland interconnection LitPol Link and ensuring the technical possibility of connecting the Lithuanian and Polish power systems for work in emergency synchronous mode (the Object). The Project consists of three stages: Stage 1 (EIA selection) – carry out selection procedures for environmental impact assessment of the Object and provide the Customer with the conclusion of the selection for the environmental impact assessment; Stage 2 (Preparation of the technical design and acquisition of the construction permit); Stage 3 (Contract work) – prepare the construction work project for the Object, perform and complete construction work of the Object, including successful conclusion of all testing, and obtain a construction completion certificate for the Object and submit it to the Customer. 2.3. Contract type – contract for environmental impact assessment, design and construction work. 2.4. Contract implementation deadlines – the Project must be completed by 31-Dec-2020. The Contract will also cover the Contractor’s obligations during the warranty periods. 2.5. Contract performance assurance – the Contractor will have to provide the Customer with: (A) Contract performance assurance. A first demand, irrevocable and unconditional bank guarantee shall be furnished for contract performance assurance. The size of the guarantee must be 10% of the Accepted Contract Amount for the entire Project. 2.6. Contract pricing and price – the Accepted Contract Amount for the entire Project will be fixed. Each Contract stage will have its own fixed price – the Accepted Contract Amount. The price of each stage will be paid in instalments, the amount of which is established in the annex to the draft Contract as a percentage of the Accepted Contract Amount. The payments are linked to the intermediate results achieved. The payment schedules will be an annex to the Contract. The Pricing Rules will be added to the Contract as an annex. 2.7. Settlement procedure – Payments to the Contractor will be made according to the payment record. Payment period – within 30 days of the date of submission of the Contractor’s VAT invoice by means of the E. sąskaita information system. All payments shall be made in Euros. 2.8. Advance payment (advance) – the Contractor will be entitled to receive an advance payment (advance) of 5% of the Accepted Contract Amount for the entire Project, on the condition that it provides the Customer with a first demand, irrevocable and unconditional bank guarantee for the amount of the advance payment and Contract performance assurance. 2.9. General liability limits – The following limits will apply to the liability of the Parties for direct losses under the Contract: (A) The Contractor’s total liability will not exceed 100% of the Contract price; (B) The Contractor’s liability for delays will not exceed 10% of the Contract price; * The Customer’s total liability will not exceed 100% of the Contract price. * Fine for delay in the submission of the programme – a fine of EUR 5,000 for delay in the submission of the initial programme. * A fine of EUR 100 for each day of delay when an updated programme is late in being submitted. * The total liability for delay in the submission of the programme or an updated programme cannot exceed EUR 10,000. * Compensation for delay – For Stage 1 delays – 0.04% of the Accepted Contract Amount for Stage 1 for each day, payable in Euros. * For Stage 2 delays – 0.04% of the Accepted Contract Amount for Stage 2 for each day, payable in Euros. * For missing the Critical Date by which the Contractor must provide the Customer with the final Technical Solutions – 0.04% of the Accepted Contract Amount for the entire Project for each day, payable in Euros. * For Stage 3 delays – 0.04% of the Accepted Contract Amount for the entire Project for each day, payable in Euros.	☐ FOR	☐ AGAINST

Attached:

1. Copy of the 15 February 2019 decision of the LITGRID AB Board.

Date		Name and surname/legal name
(date)		(name, surname and signature of the shareholder (or other person holding the right to vote with the shares thereof))