Decisions adopted in the Extraordinary General Meeting of Shareholders of AB Amber Grid

AB Amber Grid, legal entity code: 303090867. Address: Laisvės ave. 10, LT-04215 Vilnius, Lithuania.

The following decisions were adopted in the Extraordinary General Meeting of Shareholders of AB Amber Grid on 30 April 2024:

1. Regarding Annual Report of AB Amber Grid for 2023

The annual report of AB Amber Grid on the activities of the company for 2023 is taken into account (attached).

2. Regarding independent auditor’s conclusion on AB Amber Grid financial statements and annual report for 2023

Independent auditor's report on AB Amber Grid 2023 set of financial statements and annual report is taken into account (attached).

3. Regarding the approval of the set of financial statements of AB Amber Grid for 2023

The financial statements of AB Amber Grid of 2023 is approved (attached).

4. Regarding the approval of the distribution of profit of AB Amber Grid for 2023

The profit distribution for the year 2023 of AB Amber Grid is approved (attached).

5. Regarding the approval of the remuneration report of AB Amber Grid for 2023

The remuneration report of AB Amber Grid of 2023, which is part of the annual AB Amber Grid 2023 report, is approved.

6. Regarding the approval of the updated Remuneration Policy of AB Amber Grid Chief Executive Officer and Board members

6.1 The Remuneration Policy of the new version of AB Amber Grid Chief Executive Officer and Board members are approved (attached).

6.2. The Chief Executive Officer of AB Amber Grid is authorized and obliged to publicly announce the approved Remuneration Policy as stipulated by the Law on Companies of the Republic of Lithuania.

7. Election of Board members

7.1. From 30 April 2024 to elect the candidates who received the most votes at the Company's General Meeting of Shareholders to the Board of AB Amber Grid for a term of 4 (four) years. Taking into account the recommendation of the Remuneration and Nomination Committee of UAB EPSO-G and the decision of the Selection Committee, the following Board members were elected:

1. Paulius Butkus was elected as a member of the Board of AB Amber Grid, nominated by the parent company UAB EPSO-G;

2. Darius Kašauskas was elected as a member of the Board of AB Amber Grid, nominated by the parent company UAB EPSO-G;

3. Karolis Švaikauskas was elected as a civil servant member of the Board of AB Amber Grid;

4. Peter Loof Helth was elected as an independent member of the Board of AB Amber Grid;

5. Alexander Paul Gudmund Feindt was elected as an independent member of the Board of AB Amber Grid.

7.2. The Chief Executive Officer of AB Amber Grid is authorized (with the right to sub-delegate) to notify the Register of Legal Entities of the Republic of Lithuania of the election of new members of the Board, to register the changed data in the Register of Legal Entities of the Republic of Lithuania and to perform all other related actions.

8. Regarding the determination of the conditions of the Board's activity

8.1. The updated standard contract of a Board member regarding activities on the Board of AB Amber Grid is approved (attached).

8.2. The Chief Executive Officer of AB Amber Grid is authorized (with the right to sub-delegate) to sign the standard contract on the activity of a member of the Board of AB Amber Grid with the newly elected members of the Board on behalf of AB Amber Grid no later than within 5 (five) days from the day of the adoption of this decision.

9. Determination of remuneration amounts for members of the Board of AB Amber Grid and the operating budget of the Board in 2024 and subsequent years

9.1. To establish that remuneration is not paid to the member of the Board delegated by the holding company UAB EPSO-G.

9.2. Set these from 30 April 2024 applicable fixed monthly remuneration to be paid to the members of the Company's Board, which are in accordance with the Guidelines for determining remuneration for activities in the bodies of UAB EPSO-G and UAB EPSO-G group companies, approved by the decision of the sole shareholder of UAB EPSO-G, the Ministry of Energy of the Republic of Lithuania (hereinafter – Remuneration Guidelines), the established criteria, the amounts without deducting the payable taxes:

* SE – State Enterprise, SOE – State-owned Enterprise, ME – Municipal Enterprise, MOE – Municipally-owned Enterprise

9.3. To determine that in the event that a member of the Company's Board is elected as the Chairperson of the Company's Board or a member of the Company's Board is recalled/resigns from the position of Chairperson of the Board and/or a public servant is elected or recalled/resigns from the position of a member of the Board of another SE/SOE or ME /MOE in a collegial body, the remuneration of such a member of the Board of the Company is amended without a separate decision of the General Meeting of Shareholders of the Company, taking into account the amounts of remuneration of the members of the Board of the Company determined above by the decision of the General Meeting of Shareholders of the Company.

9.4. To amend the part of the decision of the Extraordinary General Meeting of Shareholders of the Company of 22 December 2022 "The determination of the amounts of remuneration for the members of the Board of AB Amber Grid and the determination of the budget for the Board for the year 2023 and the subsequent years" and to determine, taking into account the remuneration amounts to be paid to the Board Members of the Company, that:

9.4.1. total annual budget for the year 2024 for the remuneration of the Board Members of the Company and additional expenses of the Company intended to ensure the activities of the Board is 129 360 Eur;

9.4.2. as long as the amounts of remuneration of the Board Members and the principles of determining the remuneration of the Board Members set out in points 10.2 and 10.3 of this decision are in force, the budget of the Company's Board activity for the relevant year is determined and/or changed automatically (without the adoption of separate decisions of the General Shareholders' Meeting), taking into account the requirements of such budgeting and (or) at the time of the change, the positions held by the Board Members of the Company who meet the criteria set out in the Remuneration Guidelines and, accordingly, the amounts of remuneration to be paid according to them, as well as additional costs intended to ensure the regulation of the Board's activities, if the Company does not apply for a change in the size of the budget for the activities of the Board.

10. Regarding the approval of the new version of the Articles of Association of AB Amber Grid

10.1. The new AB Amber Grid Articles of Association are approved (attached).

10.2. The Chief Executive Officer of AB Amber Grid (with the right to sub-delegate) is authorized to sign the amended Articles of Association in accordance with the procedure established by legal acts and to register them in the Register of Legal Entities of the Republic of Lithuania, to submit and collect documents, to perform all necessary actions related to the implementation of this decision of the General Meeting of Shareholders.

ANNEXES:

1. AB Amber Grid financial statements for 2023, together with the conclusion of the independent auditor, Annual Report and Remuneration Report;
2. Profit distribution for 2023;
3. The new version of the Articles of Association of AB Amber Grid;
4. Remuneration Policy for the AB Amber Grid Chief Executive Officer and Board members;
5. Standard contract on the activity of a member of the Board;
6. Recommendation of UAB EPSO-G Remuneration and Nomination Committee.
7. Press release 

More information:

Laura Šebekienė, Head of Communications of Amber Grid,

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Attachments