Amber Grid - General meeting of shareholders

Notice on Convening an Extraordinary General Meeting of Shareholders of AB Amber Grid

As decided by the Board of AB Amber Grid (legal entity code 303090867, office
address Savanorių pr. 28, LT-03116 Vilnius, Republic of Lithuania) on 9 May
2017, the Extraordinary General Meeting of Shareholders of AB Amber Grid will
be convened at 10.00 a.m., 31 May 2017, at the Company's head office (address:
Savanorių pr. 28, Vilnius). 

Agenda of the Meeting:

Election of the Audit Company and determining the terms of compensation for
audit services for the year 2017. 

Shareholder registration will commence at 9.15 a.m., 31 May 2017.

Shareholder registration will be closed at 9.45 a.m., 31 May 2017.

The Record Date of the General Meeting of Shareholders: 24 May 2017. 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 9 May 2017, the Board of the Company approved the Draft Resolution of the
General Meeting of Shareholders: 

  1. The election of the Audit Company and determining the terms of compensation
     for audit services for the year 2017.

Draft Resolution:

To elect UAB PricewaterhouseCoopers as the Audit Company to perform  the audit
of AB Amber Grid financial statements as of 31 December 2017 (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). 

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 May 2017 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. 

The shareholders of AB Amber Grid, whose shares are entitled to at least 1/20
of the total number of votes, shall 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: Savanorių pr. 28, LT-03116 Vilnius
(hereinafter “the Head Office”). 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 with the proposal. The agenda will be supplemented if the
proposal is received not later than on 16 May 2017. 

The shareholders entitled to at least 1/20 of the total number of votes shall
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 a proposals must
be executed in writing and sent to the Company by registered mail or delivered
to the Head Office of the Company. The proposal submitted during the course of
the Meeting must be executed in writing and handed over to the Secretary of the
General Meeting of Shareholders. 

The shareholders shall have the right to submit questions to the Company in
advance, but not later than till 25 May 2017, in relation to the issues on the
agenda of the General Meeting of Shareholders to be held on 31 May 2017.
Questions must be executed in writing and delivered to the Company by
registered mail or to the Head Office of the Company. The Company will not
present any answer to the question submitted by a shareholder personally to him
in the case relevant information is available on the Company’s website. 

Any shareholder shall be entitled to authorise a natural or legal person to
participate and vote in his name at the General Meeting of Shareholders. The
proxy of the shareholder must present the document confirming the person’s
identity and the certified power of attorney as provided for by law, which must
be delivered to the Head Office not later than before the end of the
registration of the attendees of the General Meeting of Shareholders. During
the General Meeting of Shareholders, the proxy exercises the same rights as the
shareholder he is representing should. The form of the Power of Attorney to
represent 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 proxy 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 right to vote must be appended to the
filled in Ballot Paper. The duly filled in 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 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 General Meeting of the Shareholders the total
number of shares was 178 382 514. All these shares grant voting right. 

Annexes:

  1. Extract from the minutes No. AK-17-8 of the 12 April 2017 meeting of the
     Audit Committee at the Supervisory Body of UAB EPSO-G.
  2. AB Amber Grid Power of Attorney Form.
  3. AB Amber Grid Shareholder Ballot. 

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

Giedrė Osinaitė

Head of Legal Division

tel. +370 5 2327733

fax +370 5 236 0850

e-mail: g.osinaite@ambergrid.lt

Attachments:

Annex 1_Audit_Committee_EN.pdf

Annex 2 AB Amber Grid power of attorney_EN.pdf

Annex 3 AB Amber Grid Ballot Paper_EN.pdf