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

As initiated and decided by the Board of Directors of AB Amber Grid (legal entity code 303090867, office address Savanorių pr. 28, LT-03116 Vilnius, Republic of Lithuania), the Annual General Meeting of Shareholders of AB Amber Grid will be convened at 10.00 a.m., 20 April 2020, at the Company's head office (address: Savanorių pr. 28, Vilnius).

In light of the fact that a lockdown has been introduced in the Republic of Lithuania in accordance with Resolution No 207 of 14 March 2020 of the Government of the Republic of Lithuania, it is recommended that all shareholders participate in the meeting by completing the general ballot paper and submitting it in advance to AB Amber Grid.

Draft Agenda of the Meeting:





1. AB Amber Grid 2019 Annual Report

2. Independent auditor’s report on AB Amber Grid’s complete set of consolidated and company financial statements and consolidated annual report for 2019

3. Approval of AB Amber Grid’s complete set of consolidated and company financial statements for 2019

4. Approval of AB Amber Grid’s distribution of profits and losses for 2019

5. Approval of the remuneration policy for the CEO and members of the management board at AB Amber Grid

6. Election to the AB Amber Grid management board

7. Establishment of terms for the activities of the new management board





Shareholder registration will commence at 9.15 a.m., 20 April 2020.

Shareholder registration will be closed at 9.45 a.m., 20 April 2020.



The Record Date of the General Meeting of Shareholders: 10 April 2020. To be entitled to attend and vote at the General Meeting of Shareholders, persons must be registered shareholders of the Company at the end of the Record Date of the General Meeting of Shareholders. Shareholders' Rights Record Date shall be 5 May 2020. Persons entitled to receive the dividend shall be the ones who will be shareholders of AB Amber Grid as of the end of the Shareholders' Rights Record Date.



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



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

 

On 27 March 2020, the Board of Directors of the Company approved the draft agenda and draft decisions of the General Meeting of Shareholders (explanations if decision is not required):



1) AB Amber Grid 2019 consolidated Annual Report





Explanation provided:

“A decision of the general meeting of shareholders is not required. The management board submits the consolidated 2019 annual report for the general meeting of shareholders to hear (attached).” (Annex 1)



2) Independent auditor’s report on AB Amber Grid’s complete set of consolidated and company financial statements and consolidated annual report for 2019





Explanation provided:

“A decision of the general meeting of shareholders is not required. The general meeting of shareholders should take into consideration the opinion presented in the independent auditor’s report for AB Amber Grid shareholders when deciding on approval of AB Amber Grid’s complete set of consolidated and company financial statements for 2019 (attached).” (Annex 1)



3) Approval of AB Amber Grid’s complete set of consolidated and company financial statements for 2019





Draft decision:

“Approve AB Amber Grid’s complete set of consolidated and company financial statements for 2019 (attached).” (Annex 1)



4) Approval of AB Amber Grid’s distribution of profits for 2019





Draft decision:

“Approve AB Amber Grid’s distribution of profits for 2019 (attached).” (Annex 2)



5) Approval of the remuneration policy for the CEO and members of the management board at AB Amber Grid





Draft decision:

“1. Approve the remuneration policy for the CEO and members of the management board at AB Amber Grid (attached).

2. Authorise and obligate the Company’s CEO to make the approved policy public, as well as the results and the date of this annual general meeting of shareholders as provided by the Republic of Lithuania Law on Companies.” (The remuneration policy for the CEO and members of the management board at AB Amber Grid- Annex 3)



6) Election to the AB Amber Grid management board





Draft decision:

“1. Revoke in corpore the management board elected for a four-year term by the AB Amber Grid general meeting of shareholders on 28 April 2016 as of 20 April 2020.

2. Elect the candidates who received the most votes at the meeting of Company shareholders to the AB Amber Grid management board for a four-year term starting on 20 April 2020. Following the recommendation of the EPSO-G Appointment and



Remuneration Committee, the following candidates are proposed:





2.1. Elect Renata Damanskytė-Rekašienė as a member of the AB Amber Grid management board nominated by the parent company, UAB EPSO-G.

2.2. Elect Algirdas Juozaponis as a member of the AB Amber Grid management board nominated by the parent company, UAB EPSO-G;

2.3. Elect Rimvydas Štilinis as a member of the AB Amber Grid management board nominated by the parent company, UAB EPSO-G;

2.4. Elect Ignas Degutis as an independent member of the AB Amber Grid management board.

2.5. Elect Sigitas Žutautas as an independent member of the AB Amber Grid management board.





3. The management board and its members shall begin their activities upon completion of the AB Amber Grid annual general meeting of shareholders electing the management board convened on 20 April 2020.” (EPSO-G UAB Remuneration and Allocation Committee recommendation – Annex 4)



7) Establishment of terms for the activities of the new management board





1. Establish that the members of the management board delegated by the parent company, UAB EPSO-G, shall not receive remuneration.

2. Pay the independent board members the remuneration established by the AB Amber Grid extraordinary general meeting of shareholders on 6 December 2019.



3. Authorise the CEO of AB Amber Grid to sign contracts on behalf of AB Amber Grid with the newly elected members of the management board within five (5) working days of the day this decision is adopted regarding their activities on the AB Amber



Grid management board, in accordance with the standard terms of contract with members of the management board and independent members of the management board regarding their activities on the AB Amber Grid management board approved by the AB Amber Grid general meeting of shareholders.”



The shareholders may familiarise 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 AB Amber Grid, 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 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 (hereinafter “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 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 5 April 2020.



The shareholders entitled to at least 1/20 of the total number of votes shall 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 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 General Meeting of Shareholders.



The shareholders shall have the right to submit questions to the Company in advance, but not later than till 13 April 2020, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 20 April 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 authorise 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 as provided for by law, which must be delivered to the Head Office not later than before the end of the registration of the attendees of the General Meeting of Shareholders. During the 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 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 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 General Meeting of the Shareholders the total number of shares was 178 382 514. All these shares grant voting right.



Information referred to in Article 262 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. AB Amber Grid’s complete set of consolidated and company financial statements and consolidated annual report for 2019 together with Independent auditor’s report

2. AB Amber Grid Profit Allocation for 2019.



3. The remuneration policy for the CEO and members of the management board at AB Amber Grid.

4. EPSO-G UAB Remuneration and Allocation Committee recommendation.

5. AB Amber Grid Power of Attorney Form.

6. AB Amber Grid Shareholder Ballot.

7.  Confirmation of Responsible Persons.

8. AB Amber Grid Social Responsibility Report

More information: Laura Šebekienė, Head of Communications of Amber Grid,

ph. , e-mail:

Attachments