Notice on Convening an Extraordinary General Meeting of Shareholders of AB Amber Grid
May 28 2024 - 8:00AM
UK Regulatory
Notice on Convening an Extraordinary General Meeting of
Shareholders of AB Amber Grid
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 June 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 June
2024.
Shareholder registration will be closed at 9.45 a.m., 18 June
2024.
Record day of the General Meeting of Shareholders: June 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 28 May, 2024, the Board of the Company approved the agenda of
the General Meeting of Shareholders and the draft decision of the
Meeting:
- Approval of the conclusion of the Humanitarian Aid
Contract
Proposed draft resolution:
"1.1. 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 10 couplings and 5 generators
with a balance sheet value of EUR 107 815,10;
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 June, 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 June 18, 2024 in advance, no later than
by 13 June, 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 Amber Grid;
2. Form of the power of attorney AB Amber Grid.
More information:
Laura Šebekienė, Head of Communications of Amber Grid,
+370 699 61 246, l.sebekiene@ambergrid.lt
- Voting ballot
- Amber Grid Power of attorney
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