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

Amber Grid
·9-min read

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., 23 April 2021, at the Company's head office (address: Savanorių pr. 28, Vilnius).

Taking into account that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 1226 of 4 November 2020 includes the day of the Shareholders Meeting Day, the management of the Company strongly urges the Company's shareholders to vote on the agenda items in writing, by filling voting ballot. More information on shareholders' rights and obligations is provided below in this announcement.

Draft Agenda of the Meeting:

1. AB Amber Grid 2020 Consolidated Annual Report
2. Independent auditor’s report on AB Amber Grid’s audit of the separate and consolidated financial statements and consolidated annual report.
3. Approval of AB Amber Grid’s consolidated and separate financial statements for 2020
4. Approval of AB Amber Grid’s distribution of profits and losses for 2020
5. Regarding the approval of AB Amber Grid of 2020 remuneration report
6. Regarding establishment of the operational budget of the Board of Amber Grid AB for the year 2021 and subsequent years
7. Regarding approval of 31 July 2021 decision of the Board of Amber Grid AB

Shareholder registration will commence at 9.15 a.m., 23 April 2021.

Shareholder registration will be closed at 9.45 a.m., 23 April 2021.

The Record Date of the General Meeting of Shareholders: 16 April 2021. 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 7 May 2021.

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 31 March 2021, 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 2020 Consolidated Annual Report

Explanation provided:
“A decision of the general meeting of shareholders is not required. The management board submits the consolidated 2020 annual report for the general meeting of shareholders to hear (attached).” (Annex 1)

2) Independent auditor’s report on AB Amber Grid’s audit of the separate and consolidated financial statements and consolidated annual report

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 separate financial statements for 2020 (attached).” (Annex 1)

3) Approval of AB Amber Grid’s consolidated and separate financial statements for 2020

Draft decision:
“Approve AB Amber Grid’s consolidated and separate financial statements for 2020 (attached).” (Annex 1)

4) Approval of AB Amber Grid’s distribution of profits for 2020

Draft decision:
“Approve AB Amber Grid’s distribution of profits for 2020 (attached).” (Annex 2)

5) Regarding the approval of AB Amber Grid of 2020 remuneration report (Annex 1)

Draft decision:
“To approve the remuneration report of AB Amber Grid of 2020, which is part of the consolidated annual AB Amber Grid 2020 report.”

6) Regarding establishment of the operational budget of the Board of AB Amber Grid for the year 2021 and subsequent years

Draft decision:
“1. To establish that the total annual budget for 2021 years for remuneration of the members of the Board of the Company and additional expenses of the Company for ensuring activities of the Board is EUR 51600.
2. To establish that as long as the amounts of the remuneration of the members of the Board and the principles of establishment of the remuneration for the members of the Board established by 6 December 2019 decision No 1 of the General Meeting of Shareholders are valid, the amount of the operational budget of the Board of the Company for the year 2021 (in EUR) established by the decision of the General Meeting of Shareholders is also applicable for the subsequent years (without taking new decisions of the General Meeting of Shareholders) if the Company does not make an application for a change in the amount of the operational budget of the Board. In case of any amendments to the legislation concerning imposition of taxes and/or if a member of the Board of the Company is elected as a member of a committee of the Board formed in the Group and/or a chairperson of the Board or in case of termination of appointment or resignation of a member of a committee of the Board formed in the Company and/or the chairperson of the Board, the remuneration of such member of the Board of the Company (including the annual operational budget of the Board) is automatically changed taking into account the amounts of the remuneration of the members of the Board established by 6 December 2019 decision No 1 of the General Meeting of Shareholders without taking a new decision of the General Meeting of Shareholders.”

7) Regarding approval of 31 March 2021 decision of the Board of AB Amber Grid

Draft decision:
“To approve of the amendment of the essential terms and conditions of the public contract in relation to the investment project “Installation of Launching and Receiving Chambers of the Monitoring Device and Deployment of Operational Technological Management of the Gas Transmission System (Stage II)” by establishing the new term of the contract: 30 September 2022”.

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 8 April 2021.

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 19 April 2021, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 23 April 2021. 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

Annexes:

1. Amber Grid consolidated and separate financial statements, consolidated annual report, confirmation of responsible persons, Independent auditor’s report for the year 2020;
2. Amber Grid Profit Allocation for 2020;
3. Amber Grid Power of Attorney Form;
4. Amber Grid Shareholder Ballot.

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

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