Notice on Convening of the Ordinary General Meeting of Shareholders of AB Amber Grid
Under the initiative and decision of the Board of AB Amber Grid (company code 303090867, registered office address: Laisvės ave. 10, LT-04215 Vilnius, Lithuania) (further on Amber Grid, the Company), the Ordinary General Meeting of Shareholders of Amber Grid s convened at the Company’s registered office (address: Laisvės ave. 10, LT-04215 Vilnius, Lithuania) on 30 April 2025, at 10:00 a.m.
The agenda of the Ordinary General Meeting of Shareholders of Amber Grid:
1) To read the independent auditor’s report on the AB „Amber Grid“ 2024 set of financial statements and the AB „Amber Grid“ 2024 Consolidated Management Report
2) On the approval of the AB „Amber Grid“ 2024 consolidated and separate financial statements
3) On the approval of the distribution of AB „Amber Grid“ profits for 2024
4) On the approval of the information on the remuneration for 2024 of AB „Amber Grid“
The beginning of the shareholders’ registration: at 9:30 a.m., on 30 April 2025.
The end of the shareholders’ registration: at 9:45 a.m., on 30 April 2025.
The record date of the Ordinary General Meeting of Shareholders: 23 April 2025. The right of participation and voting at the Ordinary General Meeting of Shareholders can be exercised only by the persons who remain shareholders of Amber Grid by the end of the record date of the Ordinary General Meeting of Shareholders.
A person participating at the General Meeting of Shareholders and entitled to vote must provide a document confirming the person’s identity. A person who is not a shareholder shall, in addition to the afore-mentioned document, provide a document confirming his/her right to vote at the General Meeting of Shareholder.
Participation and voting at the General Meeting of Shareholders by electronic means shall not be possible.
On 7 April 2025, the Board of Amber Grid approved the agenda of the Ordinary General Meeting of Shareholders and the draft decisions of the Meeting:
1) To read the independent auditor’s report on the AB „Amber Grid“ 2024 set of financial statements and the AB „Amber Grid“ 2024 Consolidated Management Report.
The draft decision:
“The Board of Directors submits to the General Meeting of Shareholders for information the Consolidated Management Report of AB „Amber Grid“ (attached). The General Meeting of Shareholders should take into account the opinion of the independent auditor’s report to the shareholders of AB „Amber Grid“ when deciding on the approval of the 2024 set of financial statements of AB „Amber Grid“ (enclosed). No resolution of the General Meeting of Shareholders is required.”
2) On the approval of the AB „Amber Grid“ 2024 consolidated and separate financial statements.
The draft decision:
“To approve the 2024 set of financial statements of AB „Amber Grid“”
3) On the approval of the distribution of AB „Amber Grid“ profits for 2024.
The draft decision:
“To approve the distribution of AB „Amber Grid”’s profit for 2024 (attached)”
4) On the approval of the information on the remuneration for 2024 of AB „Amber Grid“.
The draft decision:
“To approve the information on remuneration for 2024 provided by AB „Amber Grid“ as part of the Consolidated Management Report for 2024 (attached)”.
The shareholders may familiarise themselves with the draft resolutions of the General Meeting of Shareholders and other additional materials related to the General Meeting of Shareholders also with the implementation of the shareholders’ rights at the Central Database of Regulated Information www.crib.lt and on the Company’s website www.ambergrid.lt .
The shareholders of Amber Grid, whose shares are entitled to at least 1/20 of the total number of votes, 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: Laisvės ave. 10, LT-04215 Vilnius (the “Head Office”). The 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 the proposal. The agenda will be supplemented if the proposal is received not later than by 15 April 2025.
The shareholders entitled to at least 1/20 of the total number of votes 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 proposal must be made in writing and submitted to the Company by registered mail or delivered to the Head Office. The proposal submitted during the meeting must be formalized in writing and delivered to the Secretary of the General Meeting of Shareholders.
The shareholders have the right to submit questions to the Company regarding the agenda of the Ordinary General Meeting of Shareholders to be held on 30 April 2025, in advance, but not later than by 24 April 2025. Questions must be formalized in writing and delivered to the Company by registered mail or to the Head Office. The Company will not provide any answer to the question submitted by a shareholder personally to him / her in case relevant information is available on the Company’s website www.ambergrid.lt.
Each shareholder has the right to authorise a natural or legal person to participate and vote on his/her behalf at the General Meeting of Shareholders. The proxy holder of the shareholder must have the document confirming the person’s identity and the Proxy certified in accordance with the procedure established by the laws, which must be delivered to the Head Office not later than before the end of the registration of the attendees of the Ordinary General Meeting of Shareholders. At the Ordinary General Meeting of Shareholders, the proxy holder has the same rights as would be held by the shareholder represented by him/her. The form of the Proxy for the representation 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/her proxy holder 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 / her right to vote must be appended to the filled in Ballot Paper. The duly filled 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 Ordinary 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 Ordinary General Meeting of the Shareholders the total number of shares was 178 382 514. All these shares grant a voting right.
Information referred to in Article 262 of the Law on Companies of the Republic of Lithuania will be available on the website of the Company www.ambergrid.lt.
Information about the additions to the agenda, as well as resolutions adopted by the general meeting will also be available on the Central Database of Regulated Information www.crib.lt.
ANNEXES:
- Draft profit allocation of Amber Grid AB of 2024.
- Consolidated and separate financial statements of Amber Grid AB for 2024 December 31, consolidated annual report, confirmation of responsible persons, independent auditor’s report.
- General Ballot Paper.
- Proxy Form.
- Press release.
More information:
Laura Šebekienė, Head of Communications of Amber Grid, +370 699 61 246, l.sebekiene@ambergrid.lt
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