Decisions taken in the Ordinary General Meeting of Shareholders of
LITGRID AB
The following decisions were adopted in the
Ordinary General Meeting of Shareholders of LITGRID AB (company
code 302564383, registered office at Karlo Gustavo Emilio
Manerheimo st. 8, LT-05131, Vilnius) on 30 April 2024:
1) Regarding Annual Report of LITGRID AB for
2023
The annual report of LITGRID AB on the
activities of the company for 2023 is taken into account
(attached).
2) Regarding independent auditor’s conclusion
on LITGRID AB financial statements and annual report for
2023
Independent auditor's report on LITGRID AB
2023 set of financial statements and annual report is taken into
account (attached).
3) Regarding the approval of the set of
financial statements of LITGRID AB for 2023
The financial statements of LITGRID AB of
2023 is approved (attached).
4) Regarding the approval of the distribution
of profit of LITGRID AB for 2023
The profit distribution for the year 2023 of
LITGRID AB is approved (attached).
5) Regarding the approval of the remuneration
report of LITGRID AB for 2023
The remuneration report of LITGRID AB of
2023, which is part of the annual LITGRID AB 2023 report, is
approved.
6) Regarding the approval of the new version
of the Articles of Association of LITGRID AB
6.1. The new LITGRID AB Articles of Association are
approved (attached).
6.2. The Chief Executive Officer of LITGRID AB (with the right
to sub-delegate) is authorized 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.
7) Regarding the approval of the
updated Remuneration Policy of LITGRID AB Chief Executive Officer
and Board members
7.1 The Remuneration Policy of the new version of LITGRID AB's
Chief Executive Officer and Board members are approved
(attached).
7.2. The Chief Executive Officer of LITGRID AB is authorized and
obliged to publicly announce the approved Remuneration Policy as
stipulated by the Law on Companies of the Republic of
Lithuania.
8) Election of Board
members
8.1. From 30 April 2024 to the Board of LITGRID AB for a term of
4 (four) years:
1. Tomas Varneckas was elected as a member of the Board of
LITGRID AB, nominated by the parent company UAB EPSO-G;
2. Mindaugas Keizeris was elected as a member of the Board of
LITGRID AB, nominated by the parent company UAB EPSO-G;
3. Gediminas Karalius was elected as a civil servant member of
the Board of LITGRID AB;
4. Tim Meyerjürgens was elected as an independent member of the
Board of LITGRID AB;
5. Pierre-Henri D’haene was elected as an independent member of
the Board of LITGRID AB.
8.2. The Chief Executive Officer of LITGRID AB is authorized
(with the right to sub-delegate) 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.
9) Regarding the determination of the
conditions of the Board's activity
9.1. The updated standard contract of a Board
member regarding activities on the Board of LITGRID AB is approved
(attached).
9.2. The Chief Executive Officer of LITGRID
AB is authorized (with the right to sub-delegate) 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.
10) 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:
|
Position |
Monthly fixed amount of remuneration (Eur) |
|
Chairperson (Independent) |
4 600 |
|
Board Member (Independent) |
3 500 |
|
Board Member (public servant), if the public servant does not
attend and does not perform activities in the collegial body of
another SE / SOE and/or ME / MOE* |
2 800 |
|
Board Member (public servant), if the public servant attends and
performs activities in the collegial body of another SE / SOE and
(or) ME / MOE |
1 800 |
* SE – State Enterprise, SOE – State-owned
Enterprise, ME – Municipal Enterprise, MOE – Municipally-owned
Enterprise
10.3. To determine that in the event that a
member of the Company's Board is elected as the Chairperson of the
Company's Board or a member of the Company's Board is
recalled/resigns from the position of Chairperson of the Board
and/or a public servant is elected or recalled/resigns from the
position of a member of the Board of another SE/SOE or ME /MOE in a
collegial body, the remuneration of such a member of the Board of
the Company is amended without a separate decision of the General
Meeting of Shareholders of the Company, taking into account the
amounts of remuneration of the members of the Board of the Company
determined above by the decision of the General Meeting of
Shareholders of the Company.
10.4. To amend the part of the decision of the
Extraordinary General Meeting of Shareholders of the Company of 22
December 2022 "The determination of the amounts of remuneration for
the members of the Board of LITGRID AB and the determination of the
budget for the Board for the year 2023 and the subsequent years"
and to determine, taking into account the remuneration amounts to
be paid to the Board Members of the Company, that:
10.4.1. total annual budget for the year 2024 for the
remuneration of the Board Members of the Company and additional
expenses of the Company intended to ensure the activities of the
Board is 129 360 Eur;
10.4.2. as long as the amounts of remuneration
of the Board Members and the principles of determining the
remuneration of the Board Members set out in points 10.2 and 10.3
of this decision are in force, the budget of the Company's Board
activity for the relevant year is determined and/or changed
automatically (without the adoption of separate decisions of the
General Shareholders' Meeting), taking into account the
requirements of such budgeting and (or) at the time of the change,
the positions held by the Board Members of the Company who meet the
criteria set out in the Remuneration Guidelines and, accordingly,
the amounts of remuneration to be paid according to them, as well
as additional costs intended to ensure the regulation of the
Board's activities, if the Company does not apply for a change in
the size of the budget for the activities of the Board.
ANNEXES:
- LITGRID AB
financial statements for 2023, together with the conclusion of the
independent auditor, Annual Report and Remuneration Report;
- Profit distribution
for 2023;
- The new version of
the Articles of Association of LITGRID AB;
- Remuneration Policy
for the LITGRID AB Chief Executive Officer and Board members;
- Standard contract on
the activity of a member of the Board;
- Recommendation of
UAB EPSO-G Remuneration and Nomination Committee.
More information:
Jurga Eivaitė
Communications Project Manager
+370 613 19977
jurga.eivaite@litgrid.eu
- litgridab-2023-12-31-en
- 2 annex. Profit distribution 2023
- 3 annex. LITGRID articles of association EN_new
- 4 annex. Remuneration policy_new
- 5 annex. Board_member's_agreement_ENG
- 6 annex. RNC recommendation on LG Board_EN
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