Litgrid AB — Proxy Solicitation & Information Statement 2024

Mar 29, 2024

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author: "Tomas \u0160umskas"
date: 2022-03-25 13:13:00+00:00
processor: python-docx+mammoth
status: success

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LITGRID AB Code 302564383 Registered seat address Karlo Gustavo Emilio Manerheimo g. 8, Vilnius, Lithuania Data on the company are collected and stored in the Register of Legal Entities (hereinafter referred to as the ‘Company’)

GENERAL BALLOT PAPER

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 30 APRIL 2024

SHAREHOLDER’S DETAILS

Please provide data about the voting shareholder in the table below:

Shareholder’s name, surname (legal entity name): Name, surname/Legal entity name	Shareholder’s personal number (legal entity code): Personal number/Legal entity code
Number of shares held by the shareholder: Number of shares

VOTING ON PROCEDURAL ITEMS

Please tick your vote in the table below: “FOR” or “AGAINST”.

Seq. No.	Procedural item	Voting
	To elect the following person as the chair of the General Meeting of Shareholders: Name, surname	FOR	AGAINST
	To elect the following person as the secretary of the General Meeting of Shareholders: Name, surname	FOR	AGAINST
	To elect the following person as a person responsible for carrying out of actions specified in Article 22(2) and (3) of the Republic of Lithuania Law on Companies: Name, surname	FOR	AGAINST

VOTING ON AGENDA ITEMS

Please tick your vote in the table below: “FOR” or “AGAINST”. [When electing the members of the Board, please enter the number of votes cast in the row of the candidate whom you vote for, in the right column of the table.]

Seq. No.	Agenda item	Proposed draft decisions	Voting
	Regarding Annual Report of LITGRID AB for 2023	The decision of the General Meeting of Shareholders is not required. The Board submits the annual report for 2023 for hearing at the General Meeting of Shareholders.
	Regarding independent auditor’s conclusion on LITGRID AB financial statements and annual report for 2023	A decision of the General Meeting of Shareholders is not required. The General Meeting of Shareholders should take into consideration the opinion presented in the independent auditor’s report for LITGRID AB shareholders when deciding on approval of LITGRID AB complete set of financial statements for 2023.
	Regarding the approval of the set of financial statements of LITGRID AB for 2023	To approve the financial statements of LITGRID AB of 2023.	FOR	AGAINST
	Regarding the approval of the distribution of profit of LITGRID AB for 2023	To approve the distribution of profit for the year 2023 of LITGRID AB.
	Regarding the approval of the remuneration report of LITGRID AB for 2023	To approve the remuneration report of LITGRID AB of 2023, which is part of the annual report of LITGRID AB for 2023.
	Regarding the approval of the new version of the Articles of Association of LITGRID AB	6.1. To approve the new version of LITGRID AB Articles of Association. 6.2. To authorise the Chief Executive Officer of LITGRID AB (with the right to sub-delegate) to sign the amended Articles of Association in accordance with the procedure established by legal acts and to register them in the Register of Legal Entities of the Republic of Lithuania, to submit and collect documents, to perform all necessary actions related to the implementation of this decision of the General Meeting of Shareholders.
	Regarding the approval of the updated Remuneration Policy of LITGRID AB Chief Executive Officer and Board members	7.1. Approve the Remuneration policy for the LITGRID AB Chief Executive Officer and Board members in its new version. 7.2. To authorize and obligate the Chief Executive Officer of LITGRID AB to publicly announce the approved Remuneration Policy as stipulated by the Law on Companies of the Republic of Lithuania.
	Election of Board members	8.1. From 30 April 2024 to elect the candidates who received the most votes at the Company's General Meeting of Shareholders to the Board of LITGRID AB for a term of 4 (four) years. 7.2. To authorise (with the right to sub-delegate) the Chief Executive Officer of LITGRID AB to notify the Register of Legal Entities of the Republic of Lithuania of the election of new members of the Board, to register the changed data in the Register of Legal Entities of the Republic of Lithuania and to perform all other related actions.
	Regarding the determination of the conditions of the Board's activity	9.1. Approve the updated standard contract of a Board member regarding activities on the Board of LITGRID AB. 9.2. To authorize (with the right to sub-delegate) the Chief Executive Officer of LITGRID AB to sign the standard contract on the activity of a member of the Board of LITGRID AB with the newly elected members of the Board on behalf of LITGRID AB no later than within 5 (five) days from the day of the adoption of this decision.
	Determination of remuneration amounts for members of the Board of LITGRID AB and the operating budget of the Board in 2024 and subsequent years	10.1. To establish that remuneration is not paid to the member of the Board delegated by the holding company UAB EPSO-G. 10.2. Set these from 30 April 2024 applicable fixed monthly remuneration to be paid to the members of the Company's Board, which are in accordance with the Guidelines for determining remuneration for activities in the bodies of UAB EPSO-G and UAB EPSO-G group companies, approved by the decision of the sole shareholder of UAB EPSO-G, the Ministry of Energy of the Republic of Lithuania (hereinafter – Remuneration Guidelines), the established criteria, the amounts without deducting the payable taxes:

By signing this ballot paper, the shareholder also confirms proper and timely provision of information on the convened General Meeting of Shareholders of the Company, and that the shareholder has no claims as to the convocation of the General Meeting of Shareholders; the shareholder also confirms that he has been furnished with all information/documents required for voting on each agenda item.

Name, surname/Legal entity name,

representative’s name, surname, position: ___________________________________________

Signature and date of signing: ___________________________________________

Title, date and number of the document

granting the right to vote

(if the ballot paper is signed by person

other than the shareholder’s manager): ____________________________________________