The following decisions were adopted at the extraordinary general meeting of shareholders of LITGRID AB (company code 302564383, registered office in Karlo Gustavo Emilio Manerheimo g. 8, Vilnius) on December 1, 2021:

1. Regarding the approval of decision n ° 1 of the Board of Directors of LITGRID AB of 3 November 2021 (report n ° 26)

1. Approve the creation of fixed assets by concluding a contract for design, production and installation works “Installation works of new synchronous condensers in the Lithuanian power system” with the Lithuanian branch of Siemens Energy Oy, code of legal entity 305427888, with its registered office at J. Jasinskio str. 16C, 03163, Vilnius, Lithuania and Siemens Energy Global GmbH & Co KG, legal entity code HRA111200, with its registered office at Freyesleben str. 1, 91058, Erlangen, Germany (group of suppliers operating under a joint venture agreement).
2. Approve the essential terms and conditions of the contract (according to the FédIC Internationale des Ingénieurs-Designils, FIDIC) Terms and conditions of the construction and equipment contract (Yellow Book), first edition 1999 (second revised edition in Lithuanian, 2007) :

2.1. Parties to the contract – LITGRID AB, a company incorporated and operating under the laws of the Republic of Lithuania, legal entity code 302564383, with registered office at Karlo Gustavo Emilio Manerheimo str. 8, LT-05131, Vilnius, company data is collected and stored in the Register of Legal Entities of the Republic of Lithuania, on the one hand, and
• Siemens Energy Oy Lithuanian branch, legal entity code 305427888, with its registered office at J. Jasinskio str. 16C, 03163, Vilnius, Lithuania;
• Siemens Energy Global GmbH & Co KG, legal entity HRA111200, with its registered office at Freyesleben str. 1, 91058, Erlangen, Germany;

2.2. The object of the contract The object of the contract Design, production and installation of new synchronous condensers in the Lithuanian power system.

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2.3. The duration of the contract is until completion of the work or termination of the Contract;
Conditions of performance of the work:
(a) Alytus TS – 22 months from the signing of the contract;
(b) TelÅ¡iai TS – 22 months from the signing of the contract;
(c) Neris TS – 2024-11-30.
(d) The contract provides for the possibility of extending the deadlines referred to in points (a), (b), (c) (12 months) if a full environmental impact assessment is required.

2.4. The contract price: Installation contract SK – 87 749 947 Eur excluding VAT;
• Contract pricing – fixed price with revision.
• Payment procedure: the advance is paid within 30 days of receipt of the advance payment guarantee. Other payments are made within 30 days of receipt of a proper invoice. Will be paid in stages. The amount of each payment will be determined as a percentage of the contract price. Payments are made only for completed work steps:

• Reserve – is not applicable;
• Pricing rules Annex 2 of the SK installation contract: “are intended to calculate the price of additional works and canceled works, to adjust the contract price accordingly after making the amendment, as well as to recalculate the contract price in accordance with changes in the law (clause 13.7 [Amendments and changes in the Contract Price (Clause 13.8 [Adjustments on Price Change] of the Conditions of the Contract) ”;

2.5. Liability security – The execution of the Contract is guaranteed by the acceptable guarantees at first call, unconditional and irrevocable of the Bank:
(a) an advance payment guarantee equal to the amount of the deposit (10% of the contract price).
(b) Contract performance guarantee – 10% of the contract price without VAT.
(c) guaranteed warranty period:
the first year – 10% of the contract price without VAT;
in the second and third years – 5% of the contract price without VAT.

2.6. Penalties (interest and fines) and losses:
(a) Penalties for delay in repairing quality of work defects: EUR 1,000 interest per day of delay, calculated separately for each case of infringement;
(b) Penalties for disconnection of electrical equipment or modification of the scheduled time of disconnection due to the fault of the contractor: a fine of EUR 10,000 for each case of this type and for each equipment disconnected;
(c) Maximum amount of the fine for non-compliance with the obligations relating to the availability of the system: 10% of the amount of the Contract (excluding VAT);
(d) Maximum amount of the fine for non-compliance with obligations in respect of losses of the guaranteed system: 10% of the amount of the Contract (excluding VAT);
(e) Penalties for failure to comply with the obligation to hold live teleconferences and meetings: a fine of EUR 1,000 for each failure;
(f) Sanctions for non-compliance with road dust obligations: a fine of 1,000 euros for each violation;
(g) Penalties for non-submission and / or non-compliance with the progress report: EUR 1,000 interest per day of delay;
(h) Sanctions for non-compliance with the obligations relating to alcoholic beverages and drugs: a fine of 1,500 euros for each case of non-compliance;
(i) Penalties for late delivery of the program: a fine of 10,000 euros for late delivery of the initial program. Interest of 1000 EUR per day of delay in delivering the updated program. The total liability for a delay in submitting an updated program or program cannot exceed EUR 50,000;
(j) Compensation for delays: Penalties for failure to meet the deadlines for completion of the Works (Completion Time) at each substation – 0.04% of the price of the Works excluding VAT for each substation for each day; Penalties for non-compliance with the deadlines for the execution of the Works (with the exception of the deadlines for completion of the last works) – 0.01% of the price of the Works excluding VAT for each position and for each day; the maximum amount of the compensation for late payment is 10% of the market price excluding VAT 10% of the contract price (excluding VAT), calculated by adding all the late compensation;
(k) Penalties for delay in completing minor work in progress and / or correcting defects: EUR 1,000 interest per day, calculated separately for each breach;
(l) Penalties for delay in remedying defaults within the defect notification period: EUR 1,000 interest per day, calculated separately for each case of breach;
(m) Default interest: 0.04% of the amount due for each day of delay.
(n) Under the Contract, the Parties shall only be liable for direct losses suffered by the other Party and shall not be liable for indirect losses, including losses due to loss of profits, profits or business opportunities. , except in the cases provided for by FIDIC. Yellow book.
(o) Limits of the parties’ liability for direct damages under the contract: the contractor’s total liability will not exceed 100% of the contract price; the total liability of the Customer will not exceed 100% of the price of the Contract.

3. Amounts of additional remuneration: upon proper performance by the contractor and completion and handover to the customer in accordance with the contract in accordance with the takeover certificate of Alytus TP and Telšiai TP Group Works, as well as upon receipt of the works of construction of these two groups time), the client must pay the Contractor additional remuneration in the amount specified in this paragraph for each previous full month of execution of the Works (from the date on which the Contractor received the two acts of completion of the Works until the deadline for performance of the Contract (Completion Time): but not more than 4 months.
(a) after the execution of the works 1 (one) month earlier – EUR 500,000.00;
(b) after completion of the works 2 (two) months earlier – EUR 1,000,000.00;
(c) after the execution of the Works 3 (three) months earlier – EUR 1,500,000.00;
(d) after completion of the works 4 (four) months earlier – EUR 2,000,000.00.

4. To authorize the general manager of LITGRID AB without a separate decision of the board of directors of LITGRID AB to take decisions on the modification of the essential duration of the contract – contract price – by reducing the price without any restriction or by increasing the price. by entering into additional work agreements, if the total amount of all additional work 4% (ty 3509997.88 Eur ie PVM) of the original contract price.

5. Oblige the Managing Director of LITGRID AB to inform the Board of the decisions taken in paragraph 4 of this decision concerning the change of the essential duration of the Contract before taking such a decision by e-mail.

The person authorized by LITGRID AB to provide additional information:
Jurga EivaitÄ—
Project Manager
Communications management
Telephone: +370 613 19977
E-mail: jurga.eivaite@litgrid.eu