The following decision was adopted at the Extraordinary General Meeting of Shareholders of LITGRID AB (legal entity code 302564383, registered office address at Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius) (the “Company”) which was held on 20-02-2026:
1. Regarding approval of the decision of the Board of LITGRID AB dated 28 January 2026
1. To approve the decision of the Board of LITGRID AB of 28 January 2026 on the conclusion of the contract “Reconstruction of the 330 kV overhead line Aizkrauklė – Panevėžys, preparation of the detailed design documentation and performance of construction works” with AB “Kauno tiltai” and, to approve the essential terms of this contract:
1.1. The parties to the contract: LITGRID AB, a company incorporated and operating under the laws of the Republic of Lithuania, legal entity code 302564383, with its registered office located at Karlo Gustavo Emilio Manerheimo st. 8, LT-05131 Vilnius, the data on the company is collected and stored in the Register of Legal Entities of the Republic of Lithuania, and AB „Kauno tiltai”, a company incorporated and operating under the laws of the Republic of Lithuania, legal entity code 133729589, with its registered office located at 46 Ateities road, Kaunas, LT-52105.
1.2. The subject matter (object) of the contract: The reconstruction of the 330 kV overhead line Aizkrauklė – Panevėžys, preparation of the detailed design documentation and performance of construction works.
1.3. The term for the fulfilment of obligations: The term for the performance of works – 30 months from the date of the conclusion of the contract:
- Stage I: within 28 months from the date of the conclusion of the contract – the preparation of the detailed design documentation and performance of physical works.
- Stage II: within 30 months from the date of the conclusion of the contract – the receipt of the construction completion certificate.
1.4. Price and/or pricing, payment procedure, reserve and rules for changing them
1.4.1. The contract price – EUR 35,299,888.00 excl. VAT.
1.4.2. The pricing: The contract price is fixed and final, unless a special section of the contract indicates otherwise, it includes all direct and indirect expenses, taxes and dues related to the performance of the Works, except for the cases when the contract explicitly states otherwise. The reserve. Not applicable.
1.4.3. The payment procedure:
1.4.3.1. The contractor has the right to an advance payment equal to 5% of the price of the initial contract (excluding VAT). The amount of the advance payment shall not be changed due to the review or recalculation of the price of the contract.
1.4.3.2. The contract price shall be paid in instalments according to the Works Schedule after a VAT invoice has been properly submitted, after both Parties have signed the Statement of the Works Performed, the certificate on the value of the Works performed and the monthly report.
1.4.3.3. The Client will pay the properly issued and submitted VAT invoice (after deducting the suspended amounts) within 30 days of its receipt.
1.4.3.4. The VAT invoices, the total amount of which exceeds EUR 100,000, including VAT, upon the receipt of the contractor's request and at the Client's option, may be paid within a period of less than 30 days by applying the discount determined by the Client. The amount of the discount is determined by the Client based on the most recent interest rate of new agreements published by the Bank of Lithuania for loans from monetary financial institutions to non-financial companies in the euro area with an initial interest rate fixation period of up to 1 year, to which a 2% margin is added intended to cover administrative costs incurred by the Client.
1.4.3.5. The Equipment being supplied by the contractor which is not installed and specified in the special terms section of the contract and the Materials necessary for its installation may be included in the Statement of the Works Performed according to the Works Schedule, in which case 70% of the price of the Equipment not installed and Materials intended for its installation, which is specified in the Works Schedule, may be paid. Payments can only be made for the Equipment and the Materials properly delivered to the Construction Site. The Equipment and the Materials must be stored by the contractor in accordance with the instructions of their manufacturers or suppliers, the Equipment and the Materials must be properly protected against loss, damage, malfunction and meet the requirements of the contract and the legal acts. The contractor is responsible for the loss and damage of the Equipment and the Materials delivered to the construction site until the Equipment is fully installed and transferred to the Client. In accordance with this clause of the contract, the Equipment and the Materials delivered to the construction site are stored, delivered, etc., by the contractor, and the contractor is not paid any additional fees for the performance of these works.
1.4.3.6. The Client will suspend all interim payments to the contractor under the submitted VAT invoices that will exceed 90% of the price of the contract (excluding VAT).
1.4.4. Rules for changing the Contract price:
1.4.4.1. Changes in works:
1) At any time before the completion of the Works, changes in the Works may be made if:
a) it is necessary to perform additional works that are related to the Works being performed but are not included in the scope of the Works specified in the contract.
b) in order to rationally use the Client's funds, it is appropriate to replace individual Work, Materials and/or Equipment with other work, material and/or equipment or to abandon them.
2) When the changes become part of the Works, the contract price is automatically recalculated by adding/subtracting the price of the changes to the existing contract price.
1.4.4.2. Changes in laws
1) If, due to a change in laws and/or other applicable legal acts, it is necessary to carry out additional works that were not and could not be foreseen at the time of the submission of the tender for the procurement, the contract price is recalculated when due to a change in the requirements of laws and/or applicable legal acts the contractor's responsibilities in performing the contract are increased, and the contractor incurs higher direct costs related specifically to the performance of this contract. If, due to a change in laws and/or other applicable legal acts, the contractor's responsibilities in performing the contract are reduced, and as a result the contractor incurs lower direct costs related specifically to this contract, such reduction shall reduce the contract price.
2) If the VAT rate changes (decreases or increases), the contract price changes accordingly. The new VAT rate applies to all VAT invoices issued after the official entry into force of the new VAT rate, by applying the payable price without VAT and recalculating the VAT accordingly. When a statutory VAT rate changes, a tax is paid according to the amended rate without a separate amendment of the contract or documentation.
1.4.4.3. Change in the price index:
1.4.4.3.1. If the value of the construction input price index “Total Construction Input” (the “General Index”), which is published by the State Data Agency (www.stat.gov.lt), changes by 5% or more over a period of 6 months or longer period, which is calculated from the date of expiry of the deadline for the submission of the tenders for the Procurement (or from the last recalculation of the contract price due to the change in the General Index, if the contract price was recalculated) until the date of the conclusion of the last Statement of the Works Performed under the contract, then, upon the initiative of either Party, the contract price may be recalculated. The recalculation of the contract price is based on the indices for individual “materials and products”, “machine and mechanisms labour”, “wages and salaries and overheads” (the “Specific Index”) rather than the General Index published by the State Data Agency.
1.4.4.3.2. The recalculation of the price of the contract due to the change in the General Index is carried out by multiplying amounts payable to the contractor by the coefficient of the change in the Specific Index, which is calculated using the following equation:
K = IPb / IPr
Where: K – coefficient of the change in the Specific Index
IPr – value of the Specific Index at the beginning of the period
IPb – value of the Specific Index at the end of the period
1.4.4.3.3. Amendments to the contract are made following the provisions of Article 97 of the Law of the Republic of Lithuania on Procurement by contracting Authorities Operating in the Water, Energy, Transport or Postal Services Sectors.
1.5. Security for the performance of obligations:
1.5.1. To ensure the fulfilment of contractual obligations, before the signing of the contract the contractor shall provide the Client with a contract performance security, i.e. a bank guarantee or a surety letter of an insurance company. The amount of the contract performance security must be equal to at least 10% of the contract price (excluding VAT). 1.5.2. The contractor, at the time of the transfer of all Works under the contract to the Client or after the termination of the contract, must provide the Client with a three-year surety letter of the insurance company or a bank guarantee ensuring the fulfilment of the contractor's warranty and other obligations that are valid from the moment of the transfer of all Works under the contract to the Client, including in the event of the contractor's insolvency or bankruptcy, ensuring the payment of costs to the Client that are incurred for the removal of defects caused by the contractor's fault and identified over the first 3 years of the warranty period of the structure. The amount of the obligations covered by warranty is equal to 5% of the price of the contract (excluding VAT).
2. To authorise the Chief Executive Officer of LITGRID AB (with the right to sub-delegate) to agree other (non-essential) terms of this contract and to sign this contract.
3. To authorise the CEO of LITGRID AB, without a separate decision of the Board of LITGRID AB, to adopt decisions on the change of the essential condition of the contract – the contract price – by reducing the price without any limitations or by increasing the price by concluding arrangements on the increase of the price, provided that the total amount of all arrangements does not exceed 15% (i.e. EUR 5,294,983.20 excluding VAT) of the price of the initial contract.
Contact person for a more detailed information:
Jurga Eivaitė
Communications Project Manager
+370 613 19977, jurga.eivaite@litgrid.eu
