Amber Grid - Notification on material event

Planned Changes in Corporate Governance

On 7 September 2015 the State Owned Energy Sector Companies Corporate
Governance Guidelines (hereinafter - Guidelines) of UAB EPSO-G were approved by
its shareholder - Ministry of Energy of the Republic of Lithuania. The
Guidelines establish common principles of corporate governance, determine the
purpose, objectives, the organisation model, management structure, as well as
reporting, supervision and control system of the group of companies, including
AB Amber Grid. 

Planned changes in EPSO-G group's management structure include forming the
Supervisory Board and Management Board, as well as two committees, reporting to
the Supervisory Board - Audit Committee and the Remuneration and Nomination
Committee. 

In order to ensure that the entire EPSO-G group is managed in accordance with
the highest international standards and best corporate governance practices, as
well as focusing on the high level of transparency, efficiency,
professionalism, sustainability and accountability, the Supervisory Board,
Management Board and Audit Committee of UAB EPSO-G are planned to include at
least 8 independent members. Independent members should be a majority in the
Management Board of UAB EPSO-G (3 out of 5 members to be independent members). 

After the formation of the above-mentioned collegial bodies of the holding
company UAB EPSO-G, the management and supervision system of AB Amber Grid are
planned to be transformed accordingly: a) Supervisory Board of AB Amber Grid
planned to be revoked and its functions transferred to the Supervisory Board of
UAB EPSO-G; b) AB Amber Grid Audit Committee planned to be revoked and its
functions to be redistributed between the Audit Committee reporting to UAB
EPSO-G Supervisory Board and AB Amber Grid internal auditor; c) the composition
of AB Amber Grid Management Board planned to be changed to consist of five
members, including one independent member. 

Such changes aim to strengthen the management and supervision of subsidiaries
from the top level. This will be done by moving some of the supervision and
management functions to higher level and implementing top level management and
supervision through UAB EPSO-G. Listed changes in UAB EPSO-G management
structure are expected to be implemented by the end of the year. Thereafter,
the changes in AB Amber Grid management and supervisory structure are planned
to follow and are expected to be completed in 2016 first quarter. 

The Guidelines, as the planning document, define the directions for completing
the process of forming UAB EPSO-G groups' management model. Specific decisions
on the implementation of the above mentioned changes would be adopted by AB
Amber Grid in accordance with the legal requirements after all AB Amber Grid
shareholders have taken necessary decisions. 

UAB EPSO-G is a solely state-owned company acting through the state
representing authority - Lithuanian Ministry of Energy. UAB EPSO-G is a major
shareholder of AB Amber Grid holding 96.58 % of its shares. 

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

Tomas Suslavičius

Head of Legal and Administration Department

tel. +370 5 232 7732

fax +370 5 236 0850

e-mail: t.suslavicius@ambergrid.lt