Amber Grid
Notification on material event

The proposal of UAB EPSO-G regarding the election of the Board members determination of remuneration amounts for the members of the board and the operating budget of the board in 2024 was received

AB Amber Grid, legal entity code: 303090867. Address: Laisvės Ave. 10, LT-04215 Vilnius, Lithuania. The parent shareholder company UAB EPSO-G, based on the Company Law, 25 pt. 4 of the Republic of Lithuania:

1. and the recommendation of the Remuneration and Nomination Committee of UAB EPSO-G (hereinafter – RNC) (the RNC's recommendation is provided only for the members nominated by the parent shareholder UAB EPSO-G and the civil servant of the board member) and the proposals of the board of the parent shareholder UAB EPSO-G, for the seventh point in the schedule for the 30/04/2024 Ordinary Shareholder meeting (7. Election of Board members) nominate:
1. AB Amber Grid board member, nominated for election by the parent company UAB EPSO-G Darius Kašauskas;
2. AB Amber Grid board member, nominated for election by the parent company UAB EPSO-G Paulius Butkus;
3. AB Amber Grid board member to elect a civil servant Karolis Švaikauskas;
4. AB Amber Grid independent board member Peter Loof Helth;
5. AB Amber Grid independent board member Peter Loof Helth Alexander Paul Gudmund Feindt.

2. for the ninth point in the schedule for the 30/04/2024 Ordinary Shareholder meeting (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 parent 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 "Regarding Determination of the Operating Budget of the Board Members of AB Amber Grid for 2023 and 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. the 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 euros;
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 9.1 and 9.2 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, adding 10 per cent annual remuneration amounts of the Board members for the additional expenses of the Company, intended to ensure the activities of the Board, if the Company does not apply for a change in the size of the budget for the activities of the Board.

Attachments:
1. The recommendation of the remuneration and Nomination committee of UAB EPSO-G regarding the composition of the AB Amber Grid board.
2. Press release. 

More information:
Laura Šebekienė, Head of Communications of Amber Grid,
+370 699 61 246, l.sebekiene@ambergrid.lt

Attachments

• Press release_Three new board members proposed for Amber Grid
• RNC recommendation on AG Board_EN