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25.03.2015
On Convening an Annual General Meeting of Shareholders of AB Amber Grid

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 2015, at the Company's head office (address: Savanorių pr. 28, Vilnius).

Draft Agenda of the Meeting:

1) Auditor’s report on AB Amber Grid financial statements for 2014 and AB Amber Grid Annual Report 2014.

2) Information of the Audit Committee.

3) Annual Report of AB Amber Grid for 2014.

4) Approval of AB Amber Grid financial statements for 2014.

5) Approval of AB Amber Grid Profit (Loss) Allocation for 2014.

6) The selection of the Audit Company and determining the terms of compensation for audit services for the year 2015.

7) Amendments to the Bylaws.

Start of shareholder registration: 9.15 a.m., 23 April 2015.

End of shareholder registration: 9.45 a.m., 23 April 2015.

The Record Date of the General Meeting of Shareholders: 16 April 2015. 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 25 March 2015, the Board of Directors of the Company approved the Draft Agenda and Draft Resolutions of the General Meeting of Shareholders:

1) Auditor’s report on AB Amber Grid financial statements for 2015 and AB Amber Grid Annual Report 2015.

Draft Resolution:

When taking decisions regarding approval of AB Amber Grid financial statements for 2014 and the AB Amber Grid Annual Report 2014, to take note of the opinion presented in the Independent auditor’s report to the shareholders of AB Amber Grid.

2) Information of the Audit Committee.

Draft Resolution:

To take note of the information presented by the Audit Committee on its activities.

3) Annual Report of AB Amber Grid for 2014.

Draft Resolution:

To approve Annual Report of AB Amber Grid for 2014.

4) Approval of AB Amber Grid financial statements for 2014.

Draft Resolution:

To approve AB Amber Grid financial statements for 2014.

5) Approval of AB Amber Grid Profit (Loss) Allocation for 2014.

Draft Resolution:

To approve AB Amber Grid Profit (Loss) Allocation for 2014.

The Board of Directors proposes to the Annual General Meeting of Shareholders to adopt a decision on the payment of dividends in amount of LTL 200,251,645 (EUR 57,996,885) or LTL 1.1226 (EUR 0.3251) per share. Should on 23 April 2015 the Annual General Meeting of Shareholders adopt the decision as proposed by the Board of Directors, persons will be entitled to receive the dividend where they will be the Company's shareholders at the end of the Shareholders Rights Record Date, i.e. 8 May 2015.

6) The selection of the Audit Company and determining the terms of compensation for audit services for the year 2015.

Draft Resolution:

To elect UAB PricewaterhouseCoopers as the Audit Company to perform  the audit of AB Amber Grid financial statements as of 31 December 2015 (drawn up in accordance with the International Financial Reporting Standards and of the Annual Report and regulated activity financial statements prepared in accordance with the requirements established by the Law on Natural Gas and secondary legislation) and to set remuneration for the services of the audit of the financial statements and related statements at EUR 15,910 (excluding VAT).

7) Amendments to the Bylaws.

Draft Resolution:

1. To amend paragraphs 4.1, and 4.3, subparagraph (11) of paragraph 8.2 and subparagraphs (1), (3), (5), (6), (7) and (8) of paragraph 8.3 of the Bylaws of AB Amber Grid so that they would read as follows:

"4.1. The authorised capital of the Company shall be EUR 51,730,929.06 (fifty-one million seven hundred and thirty thousand nine hundred and twenty-nine euro and 6 euro cents). The authorised capital of the Company is divided in 178,382,514 (one hundred and seventy-eight million three hundred and eighty-two thousand five hundred and fourteen) ordinary registered shares with par value of EUR 0.29 (twenty-nine euro cents) each.

4.3. One ordinary registered share with par value of EUR 0.29 (twenty-nine euro cents) shall entitle its owner to one vote at the General Meeting of Shareholders.

8.2. The Board of Directors shall consider and approve:

11) policies and guidelines of the regulations applicable in the Company in the areas determined by the Board of Directors;

8.3. The Board of Directors adopts:

  1.   decisions on conclusion of transactions and other agreements or documents within the limits of the approved annual budget of the Company, where the amount of financial obligations taken by the Company exceeds EUR 724,050, as well as on granting authorisations to the General Manager or Deputies thereof to conclude any such transactions on behalf of the Company;
  1.  decisions on the investment or disposal of a portion of long-term assets with book value exceeding EUR 289,620 (calculated individually for every type of transaction), and authorises the General Manager or Deputies thereof to execute respective transactions or other agreements, or documents on behalf of the Company;
  1. decisions on making of any suretyships or guarantees against other persons’ obligations with value exceeding EUR 289,620, and authorises the General Manager or Deputies thereof to execute respective transactions and other agreements or documents on behalf of the Company;
  2. decisions to acquire or to create long-term assets for a price exceeding EUR 289,620, and authorises the General Manager or Deputies thereof to execute respective transactions and other agreements or documents on behalf of the Company;
  3. any and all agreements for the sale and purchase of real estate with the value in excess of EUR 57,924 and agreements for sale and purchase of real estate where the aggregate value of property transferred/acquired thereunder per financial year is in excess of EUR 144,810. The aggregate value of property transferred/acquired under agreements for sale and purchase of real estate entered into without an approval of the Board of Directors per financial year shall not be in excess of EUR 144,810;
  4. decisions on purchase of goods, services or works where the amount of financial obligations assumed exceeds EUR 724,050 and authorises the General Manager or Deputies thereof to execute respective transactions or other agreements or documents on behalf of the Company;"

2. To approve the new wording of the Bylaws with the amendments as per paragraph (1) (attached).

3. To authorise the General Manager of AB Amber Grid, Saulius Bilys, either personally or through a proxy, to sign the amended version of the Bylaws of AB Amber Grid and to take all actions related to the registration of the Bylaws with the Register of Legal Entities of the Republic of Lithuania.

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 working days from 2 p.m. until 4 p.m. (on Fridays until 3.15 p.m.) from 9 April 2014 at the office of AB Amber Grid at Savanorių pr. 28, LT-03116 Vilnius, tel. +370 5 2360855 These documents are also presented on the Central Database of Regulated  Information www.crib.lt and at Company’s website www.ambergrid.lt.

 

Annexes:

  1. AB Amber Grid Voting Card
  2. AB Amber Grid Power of Attorney Form
  3. AB Amber Grid Shareholders’ Rights
  4. Information of the Audit Committee
  5. Confirmation of Responsible Persons
  6. Annual Report of AB Amber Grid for 2014
  7. AB Amber Grid Corporate Governance Code
  8. AB Amber Grid financial statements for 2014
  9. Draft Profit (Loss) Allocation of AB Amber Grid for 2014
  10. Draft Bylaws of AB Amber Grid

Press release 25/03/2015

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