Notice on Convening an Extraordinary General Meeting of Shareholders of AB Amber Grid
As initiated and decided by the Board of AB Amber Grid (legal entity code 303090867, office address Savanorių pr. 28, LT-03116 Vilnius, Republic of Lithuania), the Extraordinary General Meeting of Shareholders of AB Amber Grid will be convened at 10.00 a.m., 29 June 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:
Approval of 2020 June 4 decision of the Board of AB Amber Grid to conclude loan agreement with European Investment Bank for financing the Gas Interconnection Poland–Lithuania (GIPL) project whereby restrictions and encumbrances towards the property of AB Amber Grid are established
Shareholder registration will commence at 9.15 a.m., 29 June 2020.
Shareholder registration will be closed at 9.45 a.m., 29 June 2020.
The Record Date of the General Meeting of Shareholders: 19 June 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.
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 4 June 2020, the Board of the Company approved the draft agenda and draft decisions of the General Meeting of Shareholders:
“To approve 2020 June 4 decision of the Board of AB Amber Grid to conclude a loan agreement with the European Investment Bank whereby it is agreed regarding 65 mln. EUR loan for the financing of construction of the Gas Interconnection Poland – Lithuania for the maximum term of 18 years and whereby among other the following security of AB “Amber Grid” are provided for:
1. Prohibition on disposal of Amber Grid Group’s assets, except for disposal at market value in an arm’s length transaction where:
1.1. the asset is disposed in the usual course of business;
1.2. shares in GET Baltic UAB or a part thereof are/is transferred;
1.3. total value of the assets disposed over the term of the Loan Agreement shall not exceed 5% of the Company’s non-current assets as disclosed in the Company’s consolidated financial statements drawn up prior to the date of the loan agreement with the European Investment Bank.
2. No reorganisation of Amber Grid and Amber Grid Group unless the European Investment Bank gives its prior consent;
3. The Company is controlled by the Republic of Lithuania either directly or indirectly, with at least 50% of the shares controlled by the State;
4. Amber Grid Group’s assets shall not be pledged/mortgaged except in the following cases:
4.1. securities linking claims and liabilities are required for offsetting purposes in the usual course of business;
4.2. pledging/mortgaging forms part of risk management measures;
4.3. the asset concerned has been acquired after the date of the Loan Agreement except in cases where the purpose of the encumbrance is the acquisition of the asset, or where the credit limit is increased for the purposes of the acquisition;
4.4. the term of the security is up to 6 months;
4.5. assets of companies acquired after the date of the Loan Agreement are pledged/mortgaged;
4.6. the value of the asset pledged/mortgaged does not exceed 5% of consolidated assets of Amber Grid Group.
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 www.crib.lt and at Company’s website www.ambergrid.lt.
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 14 June 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 22 June 2020, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 29 June 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: www.ambergrid.lt.
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: www.ambergrid.lt.
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: www.ambergrid.lt. 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 www.crib.lt.
1. Amber Grid Power of Attorney Form
2. Amber Grid Shareholder Ballot
3. Press release
Laura Šebekienė, Head of Communications of Amber Grid,
ph. +370 699 61 246, e-mail: firstname.lastname@example.org