2015-04-08 09:57:09 CEST

2015-04-08 09:58:25 CEST


REGULATED INFORMATION

English Lithuanian
Amber Grid - Notification on material event

On amendment of Agenda of Annual General Meeting of Shareholders of AB Amber Grid 


AB Amber Grid (legal entity code 303090867, registered office address Savanorių
g. 28, LT-03116 Vilnius, Republic of Lithuania) (hereinafter -  the Company)
has made a public announcement of the draft agenda and draft resolutions of the
Company's Annual General Meeting of Shareholders (hereinafter - the AGMS) as
approved by the Company's Board of Directors on 25 March 2015. 

Subsequently, on 7 April 2015, a new proposal was received from the Company's
shareholder to supplement the aforesaid draft agenda with an additional agenda
item regarding the election of a member of the Board of Directors, including a
proposal for a draft resolution for the agenda item in question. 

The Company supplemented the AGMS's draft agenda with a new agenda item and the
draft resolution as proposed by the shareholder and submits them to the Annual
General Meeting of Shareholders for approval. 

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.

8) Election of a member of the Board of Directors.

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; 

3) 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; 

5) 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; 

6) 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; 

7) 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; 

8) 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. 

8) Election of a member of the Board of Directors.

Draft Resolution:

8.1. To elect[name surname] as member of the Board of Directors of the Company
for the remaining term in office of the Board of Directors of AB Amber Grid
(i.e., until the date of the next  Annual General Meeting of Shareholders of AB
Amber Grid to be held in 2016). 

8.2. To conclude with the newly elected member of the Board of Directors a
Confidentiality Agreement and to authorise AB Amber Grid's General Manager to
sign this agreement on behalf of the Company. 

8.3. To instruct AB Amber Grid's General  Manager to take any necessary actions
related with the registration of the new member of the Board of Directors with
the  Register of Legal Entities of the Republic of Lithuania. The General
Manager of  AB Amber Grid shall be entitled to delegate this assignment (by
issuing a power of attorney) to any other persons at his discretion. 

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

The individual authorised by AB Amber Grid (the issuer) to provide additional
information on the material event: 

Reda Aglinskienė

Head of the Legal Division

tel. +370 5 232 77 33

fax +370 5 236 08 50

e-mail: r.aglinskiene@ambergrid.lt