Amber Grid - Notification on material event

Resolutions adopted by the Ordinary Meeting of Shareholders

The Ordinary General Meeting of Shareholders of AB Amber Grid (hereinafter - 
the Company) held on 23 April 2015 adopted the following resolutions: 

1) Auditor's report on AB Amber Grid financial statements for 2015 and AB Amber
Grid Annual Report 2015. 

DECIDED:

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.

DECIDED:

To take note of the information presented by the Audit Committee on its
activities. 

3) Annual Report of AB Amber Grid for 2014.

DECIDED:

To approve Annual Report of AB Amber Grid for 2014.

4) Approval of AB Amber Grid financial statements for 2014.

DECIDED:

To approve AB Amber Grid financial statements for 2014.

5) Approval of AB Amber Grid Profit (Loss) Allocation for 2014.

DECIDED:

To approve AB Amber Grid Profit (Loss) Allocation for 2014.

The Annual General Meeting of Shareholders decided to pay dividends in amount
of LTL 200,251,645 (EUR 57,996,885) or LTL 1.1226 (EUR 0.3251) per share.
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. 

DECIDED:

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.

DECIDED:

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.

DECIDED:

8.1. To elect Rolandas Zukas 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 

Annexes:

  1. Confirmation of Responsible Persons
  2. AB Amber Grid financial statements for 2014
  3. Annual Report of AB Amber Grid for 2014
  4. Information of the Audit Committee
  5. AB Amber Grid Corporate Governance Code
  6. Profit (Loss) Allocation of AB Amber Grid for 2014
  7. 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

Attachments:

AG profit allocation 2014_EN.pdf

AG goverance code_EN.pdf

AG information of audit committee_EN.pdf

AG_Financial statements_2014_EN.pdf

AG confirmation of responsible persons_EN.pdf

AG annual report 2014_EN.pdf

AG bylaws_EN.pdf