Notice on Convening an Extraordinary General Meeting of Shareholders of AB Amber Grid

As initiated and decided by the Board of AB Amber Grid, legal entity code 303090867, office address at Savanorių pr. 28, LT-03116 Vilnius, Republic of Lithuania (the “Company”), the Extraordinary General Meeting of Shareholders of the Company will be convened on, 18 September 2020, 10.00 a.m.at the Company's head office (address: Savanorių pr. 28, Vilnius). It is recommended for the all shareholders to participate in the meeting by completing the general ballot paper and submitting it in advance to the Company in advance.



Draft Agenda of the Meeting:



Election of the audit company of AB Amber Grid and determination of the terms of payment for audit services for years the period of 2020-2021.



Shareholder registration will commence at 9.15 a.m., 18 September 2020.

Shareholder registration will be closed at 9.45 a.m., 18 September 2020.



The Record Date of the General Meeting of Shareholders: 11 September 2020. To be entitled to attend and vote at the Extraordinary General Meeting of Shareholders, persons must be registered shareholders of the Company at the end of the Record Date of the Extraordinary General Meeting of Shareholders.



To be entitled to participate and vote at the Extraordinary General Meeting of Shareholders, persons must provide their identification documents. Persons who are not shareholders of the Company, shall in addition to the aforesaid documents present documents certifying their right to vote at the Extraordinary General Meeting of Shareholders.



A possibility of participating and voting in the Extraordinary General Meeting of Shareholders by electronic means of communication shall not be provided.

 

On 27 August 2020, the Board of the Company approved the draft agenda and draft decisions of the Extraordinary General Meeting of Shareholders:



Draft decision:



“1.1. UAB PricewaterhouseCoopers has been elected as the audit company that will perform the audit of the set of consolidated and company financial statements of AB Amber Grid prepared in accordance with the International Financial Reporting Standards adopted in the European Union for the period of 2020 - 2021;



1.2. To set the maximum remuneration not exceeding EUR 161 568 for the audit services referred to in point 1.1 of this Decision (not exceeding EUR 80 784 excluding VAT for the audit services for each financial year)."



The shareholders may familiarize themselves with the Draft Resolutions of the General Meeting of Shareholders and supplementary material thereof, also with the implementation of the shareholders’ rights on the Central Database of Regulated Information and at Company’s website



The shareholders of the Company, whose shares are entitled to at least 1/20 of the total number of votes, shall have the right to supplement the agenda for the Extraordinary General Meeting of Shareholders. The proposal to supplement the agenda shall be submitted in writing and sent by registered mail or delivered to the head office of the Company to the address: Savanorių pr. 28, LT-03116 Vilnius (the “Head Office”). Draft Resolutions on the proposed issues or, when it is not mandatory to adopt resolutions, explanatory notes on each proposed issue of the agenda of the Extraordinary General Meeting of Shareholders must be presented alongside with the proposal. The agenda will be supplemented if the proposal is received not later than on 3 September 2020.



The shareholders entitled to at least 1/20 of the total number of votes shall have the right, at any time before the Extraordinary General Meeting of Shareholders or during the Meeting, to propose in writing new draft resolutions on the items put on the agenda of the Extraordinary General Meeting of Shareholders. Such a proposals must be executed in writing and sent to the Company by registered mail or delivered to the Head Office of the Company. The proposal submitted during the course of the Meeting must be executed in writing and handed over to the Secretary of the Extraordinary General Meeting of Shareholders.



The shareholders shall have the right to submit questions to the Company in advance, but not later than on 11 September 2020, in relation to the issues on the agenda of the Extraordinary General Meeting of Shareholders to be held on 18 September 2020. Questions must be executed in writing and delivered to the Company by registered mail or to the Head Office of the Company. The Company will not present any answer to the question submitted by a shareholder personally to him in the case relevant information is available on the Company’s website.



Any shareholder shall be entitled to authorize a natural or legal person to participate and vote in his name at the General Meeting of Shareholders. The proxy of the shareholder must present the document confirming the person’s identity and the certified Power of Attorney issued and valid in accordance with the law, which must be delivered to the Head Office not later than before the end of the registration of the attendees of the Extraordinary General Meeting of Shareholders. During the Extraordinary General Meeting of Shareholders, the proxy exercises the same rights as the shareholder he is representing should. The form of the Power of Attorney to represent at the General Meeting of Shareholders is available on the website of the Company:



On the issues on the agenda of the Extraordinary General Meeting of Shareholders, the Shareholders may vote in writing by filling in a General Ballot Paper. On the shareholder’s request, the Company, not later than 10 days before the day of the Extraordinary General Meeting of Shareholders, will send a General Ballot Paper by registered mail free of charge or submit it in person against signature to the shareholder. The shareholder or his proxy must undersign the filled in General Ballot Paper. If the General Ballot Paper is signed by a person who is not a shareholder, a document certifying his right to vote must be appended to the filled in Ballot Paper. The duly filled in General Ballot Paper must be delivered to the Company by registered mail or submitted against signature at the Head Office not later than before the end of registration of the attendees of the General Meeting of Shareholders. The form of the General Ballot Paper is available on the website of the Company:



On the day of convocation of the Extraordinary General Meeting of the Shareholders the total number of shares was 178 382 514. All these shares grant voting right.



Information referred to in Articles 26 and 261 of the Law on Companies of the Republic of Lithuania shall be available on the website of the Company: Information about the additions to the agenda, as well as decisions made by the general meeting shall be also available on the Central Database of Regulated Information



Annexes:

1. Amber Grid Power of Attorney Form

2. Amber Grid Shareholder Ballot

More information:

Laura Šebekienė, Head of Communications of Amber Grid,

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Attachments