Convocation of Extraordinary General

Based on the initiative and decision of the Board of LITGRID AB (company code 302564383, registered office address A. Juozapavičiaus g. 13, Vilnius, total number of ordinary registered shares issued - 504 331 380), an extraordinary meeting of LITGRID AB shareholders is called on 12 March 2019, at 10.00 am. The meeting will take place in company Room 226, A. Juozapavičiaus g. 13, Vilnius. The registration of shareholders starts on 12 March 2019, at 9.30 a.m. The registration of shareholders ends on 12 March 2019, at 9.55 a.m.

The record date of the extraordinary general meeting of shareholders has been set for 4 March 2019. The right of participation and voting in 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.

Agenda of the general meeting of the shareholders and draft decisions proposed:

Concerning approval of the decision by the Board of LITGRID AB dated 15 February 2019.

Decision proposed:

In accordance with the clause 7.12.3.7. of the Articles of Association of LITGRID AB, to approve the decision by the Board of LITGRID AB dated 15 February 2019 as follows:

1. To approve creation of a fixed asset (Expansion of the Litpol Link interconnection, I Stage), and enter into a contract of purchase of design and construction works with „Žilinskis ir Co“ UAB (company code: 304317232, registered office address: Užtvankos g. 17, Dainių k. Jurbarko raj.); accepted contract value (excl. VAT) is EUR 21 647 000.00, and EUR 26 192 870.00 (incl. VAT).

2. Key conditions of the contract of purchase of Environmental Impact Assessment, Design and Construction Works of the I Stage of Expansion of the Litpol Link Interconnection shall be approved as follows:

2.1. General conditions shall be the 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 1999 (second revised edition in Lithuanian 2007), issued by the International Federation of Consulting Engineers ( Fédération Internationale des Ingénieurs-Conceils , FIDIC).

2.2. The scope of the Project (Object ant Subject of the Contract): Stages of the contract – the Contractor undertakes to carry out the works of the I stage Expansion of the Alytus converter station (Project).

The Subject of the contract: 400/330 kV autotransformers will be installed in the Alytus converter station to ensure transmission capacity of at least 1,800 MVA, and the expansion works of Alytus 400 kV and 330 kV switchyards will be performed, power lines installed and rearranged, and Alytus 400 kV switchyard internal power supply rearranged, expanding LitPol Link interconnection and ensuring technical measures of connecting Polish and Lithuanian power systems for operation in emergency synchronous mode (all together in the Contract – the Object).

The Contract falls in three stages:

Stage I – to perform the procedures of environmental impact assessment of the planned economic activity which the Object is subject to, and to receive the screening conclusion regarding the environmental impact assessment;

Stage II – to prepare the Technical Design and to receive construction permit for the Object

Stage III – to prepare the detailed design of the construction works of the Object, to execute and complete the construction works of the Object, including successful performance of all tests, to receive the Construction Completion Certificate and to submit it to the Employer.

2.3. The type of the contract – the contract for environmental impact assessment, design and construction works.

2.4. The terms of the Contract – project must be completed until December 31 of 2020. The Contract also includes liability of the Contractor during warranty period.

2.5. Contract performance guarantee – the Contractor must submit to the client: (A) the contract performance guarantee. Contract performance shall be secured by a first-demand, unconditional, and irrevocable guarantee to be issued by a bank. Contract performance security is set at 10% based on the initial price of the Contract.

2.6. Contract pricing and price - the amount of the contract for the whole project will be fixed.

Each stage of the Contract will have its own fixed price - the Agreed amount. The price for each stage will be paid in separate parts, the amount of which is fixed in the annex to the Contract as a percentage of the agreed total amount. Payments are linked to achieved milestones. Payment schedules will be laid out in annex to the Contract. Pricing rules will accompany the Contract as an annex.

2.7. Payment procedure – payments will be made according to the payment list. Term of the payment – 30 days after the Contractor submits VAT invoice via information system “E.sąskaita”. All payments are made in Euros.

2.8. Advance payment – the Contractor will have the right to receive advance payments - 5% of agreed Contract amount with a condition that the Contractor submits first-demand, unconditional, and irrevocable bank guarantee equal to the amount of advance payment and Contract performance guarantee.

General Liability Limits The following limits will apply to the liability of the Parties for direct losses under the Contract: (A) The total liability of the Contractor shall not exceed 100% of the Contract Price; (B) The Contractor's liability for delays shall not exceed 10% of the Contract Price; • The total liability of the Client shall not exceed 100% of the Contract Price. • Penalty for delay in submitting a program – EUR 5 000 fine for late submission of the initial program. • A fine of EUR 100 for each delayed day when the updated program is delayed. • The total liability for delays in submitting a program or updated program may not exceed EUR 10,000. • Delinquency Compensation – for Delay in Stage I - 0.04% of Agreed amount of the Contract for Phase I for each day paid in Euro. • Delay in Stage II - 0.04% of the Agreed amount of the Contract for Phase II for each day paid in Euro. • For missing a Critical Date by which the Contractor is required to provide the Customer with the Final Technical Solutions - 0.04% of the Agreed Amount of the Contract for the entire Project for each day paid in Euro. • Delay in Stage III - 0.04% of the Agreed amount of the Contract for the entire Project for each day paid in Euro. The shareholders can get familiar with the documents related to the agenda of the meeting, draft decisions and general ballot paper on work days in the premises of LITGRID AB, at A. Juozapavičiaus g. 13, Vilnius, room 141, during the office hours of the company (from 7.30 a.m. to 11.30 a.m. and from 12.15 p.m. to 4.30 p.m., on Fridays from 7.30 a.m. to 11.30 a.m. and from 12.15 p.m. to 3.15 p.m.). These documents and other information that should be published in accordance with the laws relating to the shareholders’ right to propose to supplement the agenda of the meeting, propose draft decisions with respect to the items of the agenda and the shareholders’ right to submit questions in advance to the company with respect to the items of the agenda of the meeting shall also be placed on the company’s website at http://www.litgrid.eu.

If a shareholder holding voting rights or a proxy duly authorized thereby makes a request in writing, the Company shall draw and send by registered mail, not later than within 10 days prior to the general meeting of shareholders, the general ballot paper or shall serve it on the shareholder personally against acknowledgement of receipt. The general ballot paper is also available on the Company’s website at http://www.litgrid.eu. A general ballot paper completed and signed, and a document attesting the voting right may be sent to the Company by registered mail or delivered to the Company at its address at A. Juozapavičiaus g. 13, Vilnius, until the close of business day (4.30 p.m.) of 8 March 2019.

The Company shall have the right to refuse to include the advance voting of the shareholder or a proxy thereof if the general ballot paper submitted does not comply with the requirements laid down in Article 30(3) and 30(4) of the Law on Companies of the Republic of Lithuania, if it has been provided late or has been filled out in a way that makes it impossible to identify the actual will of the shareholder with respect to the questions at stake.

A person taking part in the general meeting of shareholders and having the voting right shall present a document certifying his/her identity prior to the end of registration of shareholders to the general meeting of shareholders. A person who is not a shareholder shall, apart from a document certifying his/her identity, also present a document attesting his/her voting right.

Persons may vote in a general meeting of shareholders by proxy. A proxy holder shall have the same rights in the general meeting of shareholders as a shareholder represented by him/her unless the proxy provides otherwise. A proxy issued abroad shall be translated into Lithuanian and shall be legalized in the procedure established by law. The Company shall not establish a special form of a proxy.

The shareholders who have the right to take part in the general meeting of shareholders shall have the right to authorize, by electronic communication means, a natural person or a legal entity to take part and vote in their name in the general meeting of shareholders. This proxy shall not be certified by a notary. The Company shall acknowledge the proxy issued by electronic means of communication only in case where the shareholder signs it using electronic signature created using secure signature software and approved by the appropriate certificate valid in the Republic of Lithuania, i.e. if the security of transmitted information is ensured and the shareholder can be identified. The shareholder is obliged to notify the Company in writing about the proxy issued by the means of electronic communication sending it by e-mail at info@litgrid.eu until the close of business day (4.30 p.m.) of 8 March 2019.

No electronic communication means will be used for participation and voting in the general meeting of shareholders.

Attachments: