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2016-03-31 15:29:21 CEST 2016-03-31 15:29:21 CEST REGLERAD INFORMATION Amber Grid - Notification on material eventOn 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., 26 April 2016, 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 2015 and AB Amber Grid Annual Report 2015. 2) Information of the Audit Committee. 3) Annual Report of AB Amber Grid for 2015. 4) Approval of AB Amber Grid financial statements for 2015. 5) Approval of AB Amber Grid Profit (Loss) Allocation for 2015. 6) Election of the Audit Company and determining the terms of compensation for audit services for the year 2016. 7) Amendments to the Articles of Association 8) Election of the Board of Directors. 9) Abolition of the Audit Committee and repeal of the Regulations for the Formation and Activities of the Audit Committee. Shareholder registration will commence at 9.15 a.m., 26 April 2016. Shareholder registration will be closed at 9.45 a.m., 26 April 2016. The Record Date of the General Meeting of Shareholders: 19 April 2016. 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 10 May 2016. 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 31 March 2016, 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 2015 and the AB Amber Grid Annual Report 2015, 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 2015. Draft Resolution: To approve Annual Report of AB Amber Grid for 2015. 4) Approval of AB Amber Grid financial statements for 2015. Draft Resolution: To approve AB Amber Grid financial statements for 2015. 5) Approval of AB Amber Grid Profit (Loss) Allocation for 2015. Draft Resolution: To approve AB Amber Grid Profit (Loss) Allocation for 2015 (attached). 6) The election of the Audit Company and determining the terms of compensation for audit services for the year 2016. Draft Resolution: To elect UAB PricewaterhouseCoopers as the Audit Company to perform the audit of AB Amber Grid financial statements as of 31 December 2016 (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 Articles of Association. Draft Resolution: 1. To adopt the new version of the Articles of Association of AB Amber Grid (as per attachment). 2. To authorise the CEO of AB Amber Grid, Saulius Bilys, either in person or through a proxy, to sign the amended version of the Articles of Association of AB Amber Grid and to take any and all actions required for the registration of the Articles of Association with the Register of Legal Entities of the Republic of Lithuania. 8) Election of the Board of Directors. Draft Resolution: 1. Given the fact that the term in office of the Board of Directors (as elected in accordance with the Articles of Association of AB Amber Grid on 11 June 2013) expired before the date of the present General Meeting of Shareholders, to elect a new Board of Directors of AB Amber Grid consisting of the following members: -________________________________; -________________________________; -________________________________; -________________________________; -________________________________. 2. Given the fact that the present General Meeting of Shareholders has passed the resolution on the adoption of a new version of the Articles of Association of AB Amber Grid providing for a 4-year-term of Board of Directors, upon the registration of the respective amendments of the Articles of Association, the term of the Board of Directors as elected by the present General Meeting of Shareholders, shall be 4 years. 9) Abolition of the Audit Committee and repeal of the Regulations for the Formation and Activities of the Audit Committee. Draft Resolution: In consideration of the fact the term in office of the Board of Directors that was elected on 11 June 2013 expired prior to the date of the present General Meeting of Shareholders, which in accordance with the Regulations for the Formation and Activities of the Audit Committee means also the expiry of the term in office of the Audit Committee that was nominated by the Board of Directors in question, and also in consideration of the fact that in accordance with the newly adopted version of the Articles of Association of AB Amber Grid the functions of the Audit Committee of AB Amber Grid will be carried out by the Audit Committee of the parent company, UAB EPSO-G, to abolish the Audit Committee of AB Amber Grid, with effect as from the date of the registration with the Register of Legal Entities of the Articles of Association as adopted by the present General Meeting of Shareholders, and to repeal the Regulations for the Formation and Activities of the Audit Committee of AB Amber Grid (as adopted by the Extraordinary General Meeting of Shareholders of 11 December 2013). 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 2016 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 Shareholder Ballot 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 2015, submitted together with the Corporate Governance Report form . 7. AB Amber Grid financial statements for 2015. 8. Draft Profit (Loss) Allocation of AB Amber Grid for 2015. 9. Draft Articles of Association of AB Amber Grid. The individual authorised by AB Amber Grid (the issuer) to provide additional information on the material event: Tomas Suslavičius Director of Legal and Administration Department tel. +370 5 232 7732 fax +370 5 236 0850 e-mail: t.suslavicius@ambergrid.lt |
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