Notice on Convening an Annual General Meeting of Shareholders of AB Amber GridAs 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 2019, at the Company's head office (address: Savanorių pr. 28, Vilnius). Draft Agenda of the Meeting: - Annual Report of AB Amber Grid for 2018
- Auditor’s report on AB Amber Grid financial statements for 2018 and AB Amber Grid Annual Report 2018
- Approval of AB Amber Grid financial statements for 2018
- Approval of AB Amber Grid Profit (Loss) Allocation for 2018
- Amendment of remuneration of Independent board members of AB Amber Grid
- Approval of standard contract terms (standard contract forms) of AB Amber Grid Board members (without remuneration; with remuneration)
Shareholder registration will commence at 9.15 a.m., 23 April 2019.
Shareholder registration will be closed at 9.45 a.m., 23 April 2019. The Record Date of the General Meeting of Shareholders: 16 April 2019. 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 8 May 2019. Persons entitled to receive the dividend shall be the ones who will be shareholders of AB Amber Grid as of the end of the Shareholders' Rights Record Date. 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 28 March 2019, 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) Annual Report of AB Amber Grid for 2018 Submitted explanation:
“Decision of the Annual General Meeting of Shareholders is not required. The Board submits Annual Report of the Company for 2018 to take account of (added).” (Annex 1) 2) Auditor’s report on AB Amber Grid financial statements for 2018 and AB Amber Grid Annual Report 2018 Submitted explanation:
“Decision of the Annual General Meeting of Shareholders is not required. When taking decisions regarding approval of AB Amber Grid financial statements for 2018, to take note of the opinion presented in the Independent auditor’s report to the shareholders of AB Amber Grid (added).” (Annex 1) 3) Approval of AB Amber Grid financial statements for 2018 Draft decision:
“To approve AB Amber Grid financial statements for 2018 (added).” (Annex 1) 4) Approval of AB Amber Grid Profit (Loss) Allocation for 2018 Draft decision:
“To approve of AB Amber Grid Profit (Loss) Allocation for 2018 (added).“ (Annex 2) 5) Amendment of remuneration of Independent Board members of AB Amber Grid Draft decision:
“From 1 April 2019 to set an hourly fee of 60 (sixty) euros (before tax) for an Independent board member of the company's board, up to a maximum amount of 1,200 (one thousand two hundred) euros per month (before tax). In case that an Independent board member would be elected the Chairman of the Board, set a maximum amount of 1,560 (one thousand five hundred sixty) euros per month (before tax).” 6) Approval of standard contract terms (standard contract forms) of AB Amber Grid Board members (without remuneration; with remuneration) Draft decision:
“To approve the terms and conditions of the standard contracts of the members of the Board (standard forms of contracts) (without remuneration; with remuneration) (attached)” 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 1 April 2019 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. 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 2019. 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 17 April 2019, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 24 April 2019. 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: - AB Amber Grid audited financial statements for 2018, including Annual Report of AB Amber Grid for 2018, submitted together with the Corporate Governance Report form.
- Allocation of 2018 AB Amber Grid Profit (draft).
- Standard terms and conditions (forms) of the Board members of AB Amber Grid.
- AB Amber Grid Power of Attorney Form.
- AB Amber Grid Shareholder Ballot.
- Confirmation of Responsible Persons.
- Report of Audit Committee of UAB “EPSO-G”.
The individual authorised by AB Amber Grid (the issuer) to provide additional information on the material event: Giedrė Osinaitė
Head of Legal Division
tel. +370 5 2327733
fax +370 5 236 0850 e-mail: g.osinaite@ambergrid.lt
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