At the initiative of and subject to the Decision of 23 September 2026 of the Board of LITGRID AB (legal entity code 302564383), registered office address at Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius (the “Company”), the Extraordinary General Meeting of Shareholders (the “Meeting”) of the Company is convened. By its decision, the Board also approved the agenda of the Meeting and the draft of the decision.
The Meeting is convened at Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius, 229 hall, on 16 October 2026 (on Firday), at 10:00 a.m. (Lithuanian time).
The beginning of the shareholders’ registration: 16 October 2026, at 09:30 a.m. (Lithuanian time). To ensure an effective registration process, the shareholders are called upon to inform in advance about their intention to attend the Meeting by email info@litgrid.eu.
The end of the shareholders’ registration: 16 October 2026, at 09:55 a.m. (Lithuanian time).
The record date of the Meeting: the fifth working day before the Meeting. The right to attend and to vote at the Meeting can be exercised only by the persons who remain shareholders of the Company by the end of the record date of the Meeting.
The agenda of the Meeting of the Company:
1. Regarding the approval of the Decision of 23 September of 2026 of the Board of LITGRID AB
The draft decision:
1. Regarding the approval of the Decision of 23 September of 2026 of the Board of LITGRID AB
“1. To approve the decision of the Board of LITGRID AB of 23 September 2026 to conclude the financial agreement for electricity from renewable energy sources from wind farms and to approve the essential terms of the agreement:
1.1. Parties to the agreement: LITGRID AB, legal entity code 302564383, registered office address: Karlo Gustavo Emilio Manerheimo st. 8, LT-05131 Vilnius, Lithuania and UAB “Joreta”, legal entity code 302838222, registered office address Jogailos st. 4, Vilnius, Lithuania (as defined in the Preamble to Part I of the Individual Terms and Conditions of the Agreement).
1.2. Subject-matter (object) of the agreement: an agreed part of the Metered Output of the Facility for one Calendar Year during the Total Supply Period, as follows: Price hedge for electricity generated in a wind farm and supplied to the grid up to 100 000 MWh per Calendar Year, together with the corresponding Guarantees of Origin (as defined in Clause 2.1 and Clause 3.1. of Part I, Section A of the Individual Terms and Conditions of the Agreement).
1.3. Maturity of Obligations: 1 January 2027 – 31 December 2036 (10 year agreement) (as defined in Clause 1.2 of Part I, Section A of the Individual Terms and Conditions of the Agreement).
1.4. Price and (or) pricing, payment procedure and rules for changing them: 1.4.1. Price of the agreement – EUR 62,490,000, excl. VAT (62.49 EUR/MWh).
1.4.2. Pricing: Variable price with a fixed price component.
1.4.3. Payment procedure:
1.4.3.1. The Buyer shall purchase electricity and settle payments for it on the power exchange according to its operational need. The Price Differential between the electricity market price (as defined in Section A 2.2 (e): Electricity Reference Price – Financial) and the agreed Electricity Contract Price (as defined in Section A 2.2 (d): Electricity Contract Price) shall be settled between the parties in accordance with § 14.3 (Special Provisions Applicable to the Financial Settlement) and § 22. (Invoicing and Payment). Payments will be made by either the Buyer to the Seller or vice versa, depending on the Price Differential (as defined in Clause 1 of Section C of the Individual Terms and Conditions of the Agreement).
1.4.3.2. Price Differential.
(a) The Seller shall pay to the Buyer an amount equal to the product of the difference (if positive) between the Electricity Reference Price – Financial and the Electricity Contract Price and Agreed Part of Metered Output for each MTU, which shall be calculated by the Party specified in Section B of Part I (Individual Terms) on the Price Differential Calculation Date for each MTU within the Calculation Period and promptly notified thereafter to the other Party.
(b) The Buyer shall pay to the Seller the amount equal to the product of the difference (if negative), between the Electricity Reference Price – Financial and the Electricity Contract Price and Agreed Part of Metered Output for each MTU, which shall be calculated by the Party specified in Section B of Part I (Individual Terms) on the Price Differential Calculation Date for each MTU within the Calculation Period and promptly notified thereafter to the other Party. For the avoidance of doubt, if the Day-ahead electricity market price for LT area per MWh for MTU is negative, for Price Differential calculation Electricity Reference Price – Financial will be set as 0 EUR per MWh per MTU.
(c) The amount(s), if any, payable by the Seller or the Buyer as the case may be, under this § 14.3 shall be referred to as the “Price Differential” (as defined in Clause 7 of Section C of the Individual Terms and Conditions of the Agreement). The Seller / the Buyer shall invoice the Buyer / the Seller in accordance with the Agreement. The invoice shall be paid within 30 calendar days (as defined in Clause 12 of Section C of the Individual Terms and Conditions of the Agreement).
1.4.4. Rules for changing the price of the agreement:
1.4.4.1. The rules for changing the Agreement price are not provided for. The price shall remain unchanged throughout the entire term of the Agreement, except for the possibility for both parties to agree to reduce the price (as defined in Clause 19 of Section C of the Individual Terms and Conditions of the Agreement).
1.5. Security for the fulfilment of the obligations:
1.5.1. The Performance Assurance required by this Agreement shall be in the amount of 500 000 Eur.
1.5.2. The Performance Assurance shall be provided to the Buyer within 10 calendar days after the Signature Date of the Agreement. The Agreement is to be secured by a bank guarantee or surety bond from an insurance company provided by the Seller, such bank guarantee or surety bond from an insurance company must be issued by a bank or an insurance company acceptable to the Buyer, must meet all the requirements set out in the Agreement. (as defined in Clause 15 of Section C of the Individual Terms and Conditions of the Agreement)
2. To authorise the Chief Executive Officer of LITGRID AB (with the right to sub-delegate) to agree to other (non essential) terms of this agreement and to sign this agreement.
3. To authorise the Chief Executive Officer of LITGRID AB, without a separate decision from the Board of LITGRID AB, to adopt decisions on the change of the essential condition of the agreement — the contract price — by reducing the price without any limitations.”
Provision of documents and voting
A person attending the Meeting and having a right to vote must provide a document confirming the person’s identity. A person who is not a shareholder shall, in addition to the above-mentioned document, provide a document confirming his/her right to vote at the Meeting.
The opportunity to attend and to vote at the Meeting by means of electronic communications is not afforded.
The shareholder or its proxy holder who is unable to attend the Meeting has the right to vote in advance in writing (by filling in the general ballot paper). The general ballot papers filled in and signed with a qualified electronic signature are dispatched by email info@litgrid.eu. The general ballot papers filled in and signed with a physical signature are sent to the Company by registered mail or delivered to the Company’s registered office at the address Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius, not later than before the start of the Meeting.
The Company reserves the right to recall the advance vote of the shareholder or the shareholder’s authorised person if the general ballot paper submitted by him/her does not comply with the requirements laid down in the Law on Companies of the Republic of Lithuania, it was received past the due date or it was filled-in in a manner making it impossible to determine the actual will of a shareholder on a separate issue.
The persons at the Meeting have the right to vote by proxy. A proxy to perform actions in the name of a natural person in relation to legal entities must be certified by a notary, except where a proxy has been executed by means of information technologies and registered in the Register of Powers of Attorney.
The shareholders entitled to attend the Meeting have the right to authorise by electronic means a natural person or a legal entity to attend and vote in their name. Such a proxy needs not be certified by a notary. The Company recognises a proxy issued by means of electronic communications only when the shareholder signs it with an electronic signature created by a secure signature creation device and approved by a qualified certificate valid in the Republic of Lithuania, i.e. provided that security of transmitted information is ensured and the shareholder’s identity can be established.
A proxy issued abroad must be legalised or certified by the apostille in accordance with the procedure laid down in the laws and translated into the Lithuanian language. The translation must be certified by a notary.
A proxy form is presented in the annex to this notice.
Submission of new draft decisions, supplements to the agenda
The Company’s shareholders may familiarise themselves with the draft decisions of the Meeting and other additional material related to the Meeting and implementation of the shareholders’ rights at the central storage for regulated information www.crib.lt and on the Company’s website www.litgrid.eu.
The Meeting’s agenda may be supplemented on a proposal of the shareholders who hold shares carrying at least 1/20 of all the votes. The proposal to supplement the agenda shall be submitted in writing or by means of electronic communications. The proposal shall be accompanied by draft decisions on the proposed issues or, when it is not mandatory to adopt decisions, explanatory notes on each proposed issue of the agenda of the Meeting. The agenda shall be supplemented if the proposal is received not later than 14 days before the Meeting.
The shareholders who hold shares carrying at least 1/20 of all the votes may, at any time before the Meeting or during the Meeting, propose in writing or by means of electronic communications, provided that security of transmitted information is ensured and the identity of these persons can be established, new draft decisions on the issues put on the agenda of the Meeting.
Submission of questions
The shareholders have the right to submit to the Company in advance questions related to the agenda of the Meeting not later than three working days before the Meeting. Questions may be submitted by email info@litgrid.eu or delivered to the address of the registered office. After the receipt of the questions, answers to the shareholders will be provided in accordance with the procedure laid down in the Law on Companies of the Republic of Lithuania, i.e. simultaneously to all shareholders before the Meeting; a question and answer form is available on the Company’s website www.litgrid.eu.
The Company may refuse to present answers to the questions submitted by a shareholder, if the identity of a shareholder who submitted the question cannot be established or if they are related to the Company’s commercial/industrial secret, confidential information subject to informing the shareholder thereof.
On the day of the convocation of Extraordinary Meeting, the total number of shares is equal to 504 331 380.
Information referred to in Articles 262 of the Law on Companies of the Republic of Lithuania will be available on the Company’s website at the following address: www.litgrid.eu.
Information on supplements to the agenda and the decisions adopted by the Meeting will also be available at the central storage for regulated information www.crib.lt.
Enclosed:
- The general ballot paper
- The proxy form.
Contact person for more detailed information:
Jurga Eivaitė
Communications Project Manager
+370 613 19977
jurga.eivaite@litgrid.eu
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