On the initiative and by decision of the Board of AB Amber Grid (legal entity code 303090867, registered office address Laisvės av. 10, LT-04215 Vilnius, Lithuania), the Extraordinary General Meeting of Shareholders of AB Amber Grid is convened at the Company's registered office (address Laisvės av. 10, Vilnius) on 18 October 2024 at 10:00 am.
Draft Agenda of the Meeting:
1) Approval of the conclusion of the Humanitarian Aid Contract
Shareholder registration will commence at 9.15 a.m., 18 October 2024.
Shareholder registration will be closed at 9.45 a.m., 18 October 2024.
Record day of the General Meeting of Shareholders: October 11, 2024. Attendance and voting at the General Meeting of Shareholders shall be open to those persons who will be shareholders of the Company at the end of the record day of the General Meeting of Shareholders.
A person attending the General Meeting of Shareholders and entitled to vote must provide a proof of identity. A person who is not a shareholder shall, in addition to the aforementioned document, provide a document confirming his/her right to vote at the General Meeting.
Participation and voting at the General Meeting of Shareholders by electronic means shall not be possible.
On 26 September, 2024, the Board of the Company approved the agenda of the General Meeting of Shareholders and the draft decision of the Meeting:
1) Approval of the conclusion of the Humanitarian Aid Contract
Proposed draft resolution:
"1.1. In accordance with the procedure laid down in Article 11(21) of the Law on Development Cooperation and Humanitarian Aid of the Republic of Lithuania, upon the recommendation of the Ministry of Foreign Affairs of the Republic of Lithuania and the approval of the Ministry of Energy of the Republic of Lithuania, to enter into a Humanitarian Aid Contract with the Ukrainian company KHMELNYTSKOBLENERGO and to approve the following main terms of the Humanitarian Aid Contract:
1.1.1. The subject matter of the Contract is humanitarian assistance to Ukraine's energy sector. The humanitarian aid shall be provided through the transfer of 4 generators and 46 vehicles with a balance sheet value of EUR 60 285,53;
1.1.2. The parties to the Contract shall be Amber Grid AB and the Ukrainian company KHMELNYTSKOBLENERGO;
1.1.3. The purpose of humanitarian aid is the operation of energy infrastructure in wartime to meet the basic needs of people in wartime.
1.2 To authorise the Chief Executive Officer of the Company (with the right to sub-delegate) to sign the Humanitarian Aid Contract in accordance with the material terms and conditions of the Contract as set out in Clause 1.1, and to agree the other (non-material) terms and conditions of the Contract on behalf of the Company.".
The Company's shareholders may access the draft decisions of the General Meeting of Shareholders and other additional materials related to the General Meeting of Shareholders and the exercise of shareholders' rights at the Central Regulated Information Database at www.crib.lt and on the Company's website www.ambergrid.lt.
The shareholders of Amber Grid AB, whose shares carry at least 1/20 of the total number of votes, shall have the right to supplement the agenda of the General Meeting of Shareholders. The proposal to supplement the agenda shall be submitted in writing by registered mail or delivered to the Company's registered office at Laisvės av. 10, LT-04215 Vilnius (hereinafter referred to as the "Headquarters"). The proposal shall be accompanied by draft decisions on the proposed items or, where no decisions are required, explanations on each proposed item on the agenda of the General Meeting of Shareholders. The agenda shall be supplemented if the proposal is received by 4 October, 2024 at the latest.
Shareholders holding shares representing at least 1/20 of the total votes shall have the right to propose new draft decisions in writing on the items on the agenda of the meeting at any time before or during the General Meeting of Shareholders. Such proposal shall be in writing and submitted to the Company by registered mail or delivered to the Headquarters. A proposal made at the meeting shall be registered in writing and forwarded to the Secretary of the General Meeting of Shareholders.
Shareholders shall have the right to submit to the Company questions relating to the agenda of the General Meeting of Shareholders to be held October 18, 2024 in advance, no later than by 15 October, 2024. Questions shall be in writing and shall be submitted to the Company by registered mail or delivered to the Headquarters. The Company will not provide an answer to a question submitted by a shareholder in person if the relevant information is available on the Company's website.
Each shareholder shall have the right to authorise a natural or a legal person to attend and vote on his/her behalf at a General Meeting of Shareholders. The authorized person shall have an identity document and a power of attorney certified in accordance with the procedure established by laws, which shall be delivered to the Headquarters no later than by the close of registration for the General Meeting of Shareholders. The authorized person shall have the same rights at the General Meeting of Shareholders as the shareholder he/she represents. The form of a power of attorney for representation at the General Meeting of Shareholders is available on the Company's website at www.ambergrid.lt.
Shareholders may vote on the items on the agenda of the General Meeting of Shareholders in writing by completing a general ballot paper. If a shareholder so requests, the Company shall send the general ballot paper form by registered mail or deliver it in person against signature free of charge no later than 10 days before the General Meeting of Shareholders. The completed general ballot paper shall be signed by the shareholder or his/her authorised representative. If the completed general ballot paper has been signed by a person who is not a shareholder, the completed ballot paper shall be accompanied by a document confirming the right to vote. The duly completed general ballot paper shall be submitted to the Company by registered mail or delivered against signature at the Headquarters not later than the close of shareholder registration for the General Meeting of Shareholders. The form of the general ballot paper is available on the Company's website at www.ambergrid.lt.
The total number of shares at the date of convening of the meeting was 178 382 514. All these shares carry voting rights.
The information provided for in Article 26 (2) of the Law on Companies of the Republic of Lithuania will be available on the Company's website at www.ambergrid.lt.
Information on supplements to the agenda and on the decisions adopted by the meeting will also be available on the Central Regulated Information Database www.crib.lt.
Annexes:
1. Voting ballot of AB Amber Grid;
2. Form of the power of attorney of AB Amber Grid;
3. Press release.
More information:
Laura Šebekienė, Head of Communications of AB Amber Grid,
+370 699 61 246, [email protected]
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