Notice of the convening of the Ordinary General Meeting of Shareholders of AB Amber GridOn the initiative and by decision of the Board of Directors of Amber Grid AB (legal entity code 303090867, registered office address Laisvės pr. 10, LT-04215 Vilnius, Lithuania), the Ordinary General Meeting of Shareholders of Amber Grid AB is convened at the Company's registered office (address Laisvės pr. 10, Vilnius) on 20 April 2022 at 10:00 am.
Agenda of the meeting: 1) Consolidated Annual Report of Amber Grid AB for 2021;
2) Independent auditor's report on Amber Grid's consolidated and company’s financial statements and consolidated annual report for 2021;
3) Approval of the set of consolidated and company’s financial statements of Amber Grid AB for 2021;
4) On the provision of support;
5) Approval of the distribution of profit of Amber Grid AB for 2021;
6) On the approval of the remuneration report of Amber Grid AB for 2021;
7) On the recall of members of the Management Board;
8) On the election of members of the Management Board;
9) On the establishment of the terms and conditions of the Board's activity;
10) On the granting of powers to the Chief Executive Officer of Amber Grid AB. Registration of shareholders: 20 April 2022, 9.15 a.m. Closing date for registration of shareholders: 20 April 2022, 9.45 a.m. Record day of the General Meeting of Shareholders: 12 April 2022. Attendance and voting at the General Meeting of Shareholders shall be open to those persons who will be shareholders of the Company at the end of the record day of the General Meeting of Shareholders. The record day for the shareholders' rights is 4 May 2022. A person attending the General Meeting of Shareholders and entitled to vote must provide a proof of identity. A person who is not a shareholder shall, in addition to the aforementioned document, provide a document confirming his/her right to vote at the General Meeting. Participation and voting at the General Meeting of Shareholders by electronic means shall not be possible. On 24 March 2022, the Management Board of the Company approved the agenda of the General Meeting of Shareholders and the draft decisions of the Meeting (explanations where no decisions are required): 1) Consolidated Annual Report of Amber Grid AB for 2021. Explanation:
"No decision of the General Meeting of Shareholders is required. The Management Board submits the Consolidated Annual Report 2021 to the General Meeting of Shareholders for hearing (attached)”. 2) Independent Auditor's Report on the Consolidated and Company’s Financial Statements and Consolidated Annual Report of AB Amber Grid for 2021. Explanation:
"No decision of the General Meeting of Shareholders is required. The General Meeting of Shareholders should take into account the opinion of the independent auditor's report to the shareholders of Amber Grid AB when taking decisions on the approval of the set of consolidated and company’s financial statements of Amber Grid AB for 2021 (attached). 3) Approval of the set of consolidated and company’s financial statements of Amber Grid AB for 2021. Draft decision:
"To approve the set of consolidated and company financial statements of Amber Grid AB for 2021 (attached)". 4) On the provision of support. Draft decision:
"To allocate EUR 166 000 to donation, taking into account the profit of the reporting year." 5) Approval of the distribution of profit of Amber Grid AB for 2021. Draft decision:
"To approve the distribution of profit of Amber Grid for 2021 (attached)." 6) Approval of the remuneration report of Amber Grid AB for 2021. Draft decision:
"To approve the remuneration report of Amber Grid AB for 2021, which is a part of the consolidated annual report of Amber Grid AB for 2021." 7) Recall of members of the Management Board. Draft decision:
"To recall Algirdas Juozaponis and Renata Damanskytė - Rekašienė from the Management Board of Amber Grid AB as of 20 April 2022." 8) Election of members of the Board. Draft decision:
"To elect the candidates with the highest number of votes at the shareholders' meeting of the Company to the Board of Amber Grid AB as of 20 April 2022 until the end of its term of office." 9) On the establishment of the terms and conditions of the Board's activity. Draft decision:
"9.1. To establish that the members of the Management Board delegated by the parent company UAB EPSO-G and the State shall not be remunerated.
9.2. To approve the updated standard terms and conditions of the contract on the activities of a member of the Board of Amber Grid AB (attached).
9.3. To authorise the Chief Executive Officer of Amber Grid AB to sign the standard agreement on the activity of a member of the Board in the management of Amber Grid AB approved with the newly elected members of the Board on behalf of Amber Grid AB no later than within 5 (five) days from the day of the adoption of the decision. 10) On the granting of powers to the Chief Executive Officer of Amber Grid AB. Draft decision:
"To authorise (with the right to sub-delegate) the CEO of Amber Grid AB to notify the Register of Legal Entities of the Republic of Lithuania of the dismissal of members of the Board and 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." The Company's shareholders may access the draft decisions of the General Meeting of Shareholders and other additional materials related to the General Meeting of Shareholders and the exercise of shareholders' rights at the Central Regulated Information Database at www.crib.lt and on the Company's website www.ambergrid.lt. The shareholders of Amber Grid AB, whose shares carry at least 1/20 of the total number of votes, shall have the right to supplement the agenda of the General Meeting of Shareholders. The proposal to supplement the agenda shall be submitted in writing by registered mail or delivered to the Company's registered office at Laisvės pr. 10, LT-04215 Vilnius (hereinafter referred to as the "Headquarters"). The proposal shall be accompanied by draft decisions on the proposed items or, where no decisions are required, explanations on each proposed item on the agenda of the General Meeting of Shareholders. The agenda shall be supplemented if the proposal is received by 5 April 2022 at the latest. Shareholders holding shares representing at least 1/20 of the total votes shall have the right to propose new draft decisions in writing on the items on the agenda of the meeting at any time before or during the General Meeting of Shareholders. Such proposal shall be in writing and submitted to the Company by registered mail or delivered to the Headquarters. A proposal made at the meeting shall be registered in writing and forwarded to the Secretary of the General Meeting of Shareholders. Shareholders shall have the right to submit to the Company questions relating to the agenda of the General Meeting of Shareholders to be held on 20 April 2022 in advance, no later than by 14 April 2022. Questions shall be in writing and shall be submitted to the Company by registered mail or delivered to the Headquarters. The Company will not provide an answer to a question submitted by a shareholder in person if the relevant information is available on the Company's website. Each shareholder shall have the right to authorise a natural or a legal person to attend and vote on his/her behalf at a General Meeting of Shareholders. The authorized person shall have an identity document and a power of attorney certified in accordance with the procedure established by laws, which shall be delivered to the Headquarters no later than by the close of registration for the General Meeting of Shareholders. The authorized person shall have the same rights at the General Meeting of Shareholders as the shareholder he/she represents. The form of a power of attorney for representation at the General Meeting of Shareholders is available on the Company's website at www.ambergrid.lt. Shareholders may vote on the items on the agenda of the General Meeting of Shareholders in writing by completing a general ballot paper. If a shareholder so requests, the Company shall send the general ballot paper form by registered mail or deliver it in person against signature free of charge no later than 10 days before the General Meeting of Shareholders. The completed general ballot paper shall be signed by the shareholder or his/her authorised representative. If the completed general ballot paper has been signed by a person who is not a shareholder, the completed ballot paper shall be accompanied by a document confirming the right to vote. The duly completed general ballot paper shall be submitted to the Company by registered mail or delivered against signature at the Headquarters not later than the close of shareholder registration for the General Meeting of Shareholders. The form of the general ballot paper is available on the Company's website at www.ambergrid.lt. The total number of shares at the date of convening of the meeting was 178 382 514. All these shares carry voting rights. The information provided for in Article 26 (2) of the Law on Companies of the Republic of Lithuania will be available on the Company's website at www.ambergrid.lt. Information on supplements to the agenda and on the decisions adopted by the meeting will also be available on the Central Regulated Information Database www.crib.lt. Annexes: 1. Consolidated and separate financial statements of Amber Grid AB for 2021, consolidated annual report, confirmation of responsible persons, independent auditor's report;
2. Draft profit distribution of Amber Grid AB of 2021;
3. Standard Terms and Conditions of the Contract on the Activities of a Member of the Management Board in the Management Board of AB Amber Grid;
4. Form of the power of attorney of Amber Grid AB;
5. AB Amber Grid's voting ballot. More information:
Laura Šebekienė, Head of Communications of Amber Grid,
+370 699 61 246, l.sebekiene@ambergrid.lt
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