On Convening an Annual General Meeting of Shareholders of AB Amber Grid

AB Amber Grid (legal entity code 303090867, office address Savanorių pr. 28, LT-03116 Vilnius, Republic of Lithuania). The Ordinary General Meeting of Shareholders of AB Amber Grid (hereinafter – the Company) held on 20 April 2020 adopted the following resolutions:



1) Consolidated Annual Report of AB Amber Grid for 2019.



Taken note of. (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



Taken note of.(Annex 1)



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



Decision taken:

“To approve AB Amber Grid complete set of consolidated and company financial statements for 2019 (added).” (Annex 1)



4) Approval of AB Amber Grid Profit (Loss) Allocation for 2019

Decision taken:

“To approve of AB Amber Grid Profit (Loss) Allocation for 2019 (added).” (Annex 2)



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



Decision taken:

“1. Approve the remuneration policy for the CEO and members of the management board at AB Amber Grid (Annex 3).

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 of the Board of AB Amber Grid 



Decision taken:

“1. Revoke in corpore the 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 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 Board of AB Amber Grid nominated by the parent company, UAB EPSO-G.

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

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

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

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

3. The 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 Board



Decision taken:

1. Establish that the members of the 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 Board within five (5) working days of the day this decision is adopted regarding their activities on the AB Amber Grid Board, in accordance with the standard terms of contract with members of the Board and independent members of the Board regarding their activities on the AB Amber Grid Board approved by the AB Amber Grid general meeting of shareholders.”



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 Board of AB Amber Grid.

4. Confirmation of Responsible Persons.

5. AB Amber Grid Social Responsibility Report

More information: Laura Šebekienė, Head of Communications of Amber Grid, ph. , e-mail:

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