Notice on Convening of the Extrardinary General Meeting of Shareholders of AB Amber Grid
Under the initiative and decision of the Board of AB Amber Grid (company code 303090867, registered office address: Laisvės ave. 10, LT-04215 Vilnius, Lithuania) (further on Amber Grid, the Company), the Extraordinary General Meeting of Shareholders of Amber Grid is convened at the Company’s registered office (address: Laisvės ave. 10, LT-04215 Vilnius, Lithuania) on 10 September 2025 at 10:00 a.m.
The agenda of the Extraordinary General Meeting of Shareholders of Amber Grid:
1) On conclusion of contract for the design services and construction works for the modernization of the Jauniūnai Gas Compressor Station
The beginning of the shareholders' registration: at 9:30 a.m., on 10 September 2025.
The end of the shareholders' registration: at 9:45 a.m., on 10 September 2025.
The record date of the Extraordinary General Meeting of Shareholders: 3 September 2025. The right of participation and voting at the Extraordinary General Meeting of Shareholders can be exercised only by the persons who remain shareholders of Amber Grid by the end of the record date of the Extraordinary General Meeting of Shareholders. The record date for shareholder rights is 24 September 2025.
A person participating at the Extraordinary General Meeting of Shareholders and entitled to vote must provide a document confirming the person’s identity. A person who is not a shareholder shall, in addition to the afore-mentioned document, provide a document confirming his/her right to vote at the Extraordinary General Meeting of Shareholder.
Participation and voting at the Extraordinary General Meeting of Shareholders by electronic means shall not be possible.
On 20 August 2025, the Board of Amber Grid approved the agenda of the Extraordinary General Meeting of Shareholders and the draft decisions of the Meeting:
1) On conclusion of contract for the design services and construction works for the modernization of the Jauniūnai Gas Compressor Station
The draft decision:
“1. Approve the conclusion of the contract for the design services and construction works for the installation and reconstruction of the electric gas compressor at the Jauniūnai Gas Compressor Station, and to approve the following essential terms of the contract (hereinafter – the Contract):
1.1. Subject matter (object) of the Contract – Design and construction works for the installation and reconstruction of an electric gas compressor at the Jauniūnai Gas Compressor Station
1.2. Parties of the Contract:
• AB Amber Grid, company code 303090687, address Laisvės Ave. 10, LT-04215 Vilnius, Lithuania (hereinafter – the Client), and
• UAB MT Group, company code 302203568, address Dariaus ir Girėno St. 34F, LT-02188 Vilnius, Lithuania (hereinafter – the Contractor).
1.3. Contract price – EUR 30,924,000.00 excluding VAT and EUR 6,494,040.00 VAT. Total including VAT – EUR 37,418,040.00.
1.4. Payment procedure:
- 60% (sixty percent) of the compressor price (including VAT) as indicated in the Contractor’s proposal, to be paid within 5 (five) business days from the date of receipt of the invoice, once the Contractor has coordinated the factory drawings of the compressor with the Client, submitted the order to the compressor manufacturer, and received confirmation from the manufacturer (which the Contractor must provide to the Client) that the order has been accepted and the compressor will be manufactured;
- 30% (thirty percent) of the compressor price (including VAT) as indicated in the Contractor’s proposal, to be paid within 5 (five) business days from the date of receipt of the invoice, once the Contractor delivers the compressor to the construction site and the Client inspects and confirms its suitability (upon signing the initial inspection report by
both parties), and the Contractor installs the compressor at the location specified in the Project;
- 10% (ten percent) of the compressor price (including VAT) as indicated in the Contractor’s proposal, to be paid within 5 (five) business days from the date of receipt of the invoice, upon receipt of the Construction Completion Certificate;
- for works performed during the reporting period (month), based on the signed handover-acceptance act(s) and the corresponding VAT invoice, payment shall be made within 30 (thirty) days.
1.5. Contract price calculation method – fixed price with review.
1.6. Conditions for changing the Contract price:
- in the event of a change in the VAT rate;
- due to changes in the price level (indexation).
The Engineering Networks Construction Price Index shall be applied for contract price review. The price adjustment may be made no earlier than 3 months after the Contract enters into force and, in any case, no earlier than 6 months after the final proposal submission date, provided the index exceeds 0.05;
- due to changes in the scope (quantities) of the Works (increase or decrease), in accordance with the procedure and conditions established by the Law on Procurement in the Fields of Water Management, Energy, Transport, or Postal Services of the Republic of Lithuania. The value of the additional scope (quantities) cannot exceed 15 per cent of the initial Contract price;
- the remaining part of the compressor price, after deducting the advance payment (if already paid), may be recalculated based on the price index change. Recalculation applies only to construction works and the remaining compressor price. Other works, such as design or cadastral data determination, are not subject to recalculation. The recalculated price becomes effective and is applied only to works and materials (excluding the compressor) performed or delivered after the date of signing the recalculation agreement.
1.7. Deadline for fulfilling obligations – the final deadline for completing the works is no later than 42 (forty-two) months from the effective date of the Contract.
Final Deadline for Completion of the Works may be changed in accordance with the procedure and conditions set out in the Contract in the following circumstances:
1.7.1. prolonged (lasting more than 14 (fourteen) consecutive days) adverse weather conditions at the work site/location that make it impossible to carry out the works – such as heavy rainfall, flooding, dense fog, squalls, heavy snowfall, blizzards, etc. This applies only to works whose quality and execution depend on weather conditions;
1.7.2. actions or inaction by the Client that hinder the proper and timely fulfilment of the Contractor’s obligations under the Contract, including delays in appointing specialists responsible for fulfilling the obligations set out in the Contract, failure to hand over the construction site to the Contractor, failure to issue approvals or other necessary consents for the execution of the works (for which the Client is responsible), or failure to fulfil other contractual obligations;
1.7.3. changes or intended changes to the design solutions of the project on the basis of which the procurement was carried out;
1.7.4. changes or intended changes to the scope of the works;
1.7.5. failure by any state or municipal institution, agency, organization, or other entity to perform its statutory functions within the prescribed (or reasonable, if not prescribed) time frame;
1.7.6. circumstances that arise during the execution of the works that could not have been reasonably foreseen at the time of signing the Contract, such as: actions or inaction of third parties; changes in legal regulations related to the execution of the Contract; delays or refusal by landowners (on whose land the works are to be carried out under the Project and/or this Contract) to establish servitudes and/or special land use conditions, or to grant other rights to carry out the works on their land; and other third-party-dependent circumstances that the Contractor cannot eliminate despite taking reasonable and appropriate measures;
1.7.7. delays in procurement procedures that make it impossible or excessively difficult to start and/or complete the works within the timeframe set in the Contract (e.g., the Contract was signed later than indicated in the Client’s notice of contract award; based on the data provided during the procurement process, the Contractor reasonably planned to start the works earlier, etc.).
1.8. Performance Guarantee:
- Bank guarantee;
- Guarantee amount – 10% of the Contract price excluding VAT.
1.9. Additional condition for the Contract to enter into force:
- approval/endorsement from the National Energy Regulatory Council has been obtained for the implementation of the project “Optimization of the capacity of the Jauniūnai Gas Compressor Station.” If National Energy Regulatory Council does not approve or endorse the implementation of the project, the Contract will not enter into force, and the works will not be procured or carried out.
2. To authorize the Company's CEO (with the right to delegate):
2.1. to conclude the Contract under the essential terms specified in clause 1.1;
2.2. Without a separate decision of the Board:
2.2.1. To reduce the Contract price without any limitations in cases and under the procedure provided for in the Contract and/or legal acts, provided that no other Contract terms, which were approved by the Board, are changed.
2.2.2. In cases and procedures provided for in the contract and/or legal acts, the Contract Price may be increased by no more than EUR 2,000,000, in accordance with the price recalculation procedure specified in this Board decision, provided that no other Contract terms, which were approved by the Board, are changed.
3. to agree on other (non-essential) terms of the Contract when entering into the relevant transactions and other agreements or documents on behalf of the Company”.
The shareholders may familiarise themselves with the draft resolutions of the General Meeting of Shareholders and other additional materials related to the General Meeting of Shareholders also with the implementation of the shareholders’ rights at the Central Database of Regulated Information and on the Company’s website .
The shareholders of Amber Grid, whose shares are entitled to at least 1/20 of the total number of votes, have the right to supplement the agenda for the 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: Laisvės ave. 10, LT-04215 Vilnius (the “Head Office”). The 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 General Meeting of Shareholders must be presented alongside the proposal. The agenda will be supplemented if the proposal is received not later than by 27 August 2025.
The shareholders entitled to at least 1/20 of the total number of votes have the right, at any time before the General Meeting of Shareholders or during the meeting, to propose in
writing new draft resolutions on the items put on the agenda of the General Meeting of Shareholders. Such proposal must be made in writing and submitted to the Company by registered mail or delivered to the Head Office. The proposal submitted during the meeting must be formalized in writing and delivered to the Secretary of the General Meeting of Shareholders.
The shareholders have the right to submit questions to the Company regarding the agenda of the Extraordinary General Meeting of Shareholders to be held on 10 September 2025, in advance, but not later than by 5 September April 2025. Questions must be formalized in writing and delivered to the Company by registered mail or to the Head Office. The Company will not provide any answer to the question submitted by a shareholder personally to him / her in case relevant information is available on the Company’s website .
Each shareholder has the right to authorise a natural or legal person to participate and vote on his/her behalf at the General Meeting of Shareholders. The proxy holder of the shareholder must have the document confirming the person’s identity and the Proxy certified in accordance with the procedure established by the laws, which must be delivered to the Head Office not later than before the end of the registration of the attendees of the Ordinary General Meeting of Shareholders. At the Ordinary General Meeting of Shareholders, the proxy holder has the same rights as would be held by the shareholder represented by him/her. The form of the Proxy for the representation at the General Meeting of Shareholders is available on the website of the Company .
On the issues on the agenda of the 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 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/her proxy holder 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 / her right to vote must be appended to the filled in Ballot Paper. The duly filled 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 Ordinary 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 Ordinary General Meeting of the Shareholders the total number of shares was 178 382 514. All these shares grant a voting right.
Information referred to in Article 262 of the Law on Companies of the Republic of Lithuania will be available on the website of the Company .
Information about the additions to the agenda, as well as resolutions adopted by the general meeting will also be available on the Central Database of Regulated Information .
ANNEXES:
- General Ballot Paper.
- Proxy Form.
More information:
Renata Kazlauskienė
CSR project manager of Amber Grid
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Attachments
