Notice of the convening of the Ordinary 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 pr.
10, LT-04215 Vilnius, Lithuania), the Ordinary General Meeting of
Shareholders of AB Amber Grid is convened at the Company's
registered office (address Laisvės pr. 10, Vilnius) on 30 April
2024 at 10:00 am.
Agenda of the meeting:
1) Regarding Consolidated Annual Report of AB Amber Grid for
2023;
2) Regarding independent auditor's report on AB Amber Grid
consolidated and company’s financial statements and consolidated
annual report for 2023;
3) Regarding the approval of the set of consolidated and company’s
financial statements of AB Amber Grid for 2023;
4) Regarding the approval of the distribution of profit of AB Amber
Grid for 2023;
5) Regarding the approval of the remuneration report of AB Amber
Grid for 2023;
6) Regarding the approval of the new version Remuneration policy
for the AB Amber Grid chief executive officer and board
members;
7) Election of Board members;
8) Regarding the establishment of the terms and conditions of the
Board's activity;
9) Determination of remuneration amounts for members of the board
of AB Amber Grid and the operating budget of the board in 2024 and
subsequent years;
10) Regarding the approval of the new wording of AB Amber Grid
Articles of Association.
Registration of shareholders: 30 April 2024, 9.15 a.m.
Closing date for registration of shareholders: 30 April 2024,
9.45 a.m.
Record day of the General Meeting of Shareholders: 23 April
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. The record day for the shareholders' rights is 15 May
2024.
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 March 2024, the Management Board of the Company approved
the agenda of the General Meeting of Shareholders and the draft
decisions of the Meeting (explanations where no decisions are
required):
1) Consolidated Annual Report of AB Amber Grid for 2023
Explanation:
"No decision of the General Meeting of Shareholders is required.
The Management Board submits the Consolidated Annual Report 2023 to
the General Meeting of Shareholders for hearing (attached)”.
2) Independent Auditor's Report on the Consolidated and
Company’s Financial Statements and Consolidated Annual Report of AB
Amber Grid for 2023
Explanation:
"No decision of the General Meeting of Shareholders is required.
The General Meeting of Shareholders should take into account the
opinion of the independent auditor's report to the shareholders of
Amber Grid AB when taking decisions on the approval of the set of
consolidated and company’s financial statements of Amber Grid AB
for 2023 (attached).”
3) Regarding the approval of the set of consolidated and
company’s financial statements of AB Amber Grid for 2023
Draft decision:
"To approve the set of consolidated and company financial
statements of AB Amber Grid for 2023 (attached)".
4) Regarding the approval of the distribution of profit of AB
Amber Grid for 2023
Draft decision:
"To approve the distribution of profit of Amber Grid for 2023
(attached)."
5) Regarding the approval of the remuneration report of AB Amber
Grid for 2023
Draft decision:
"To approve the remuneration report of AB Amber Grid for 2023,
which is a part of the consolidated annual report of AB Amber Grid
for 2023."
6) Regarding the approval of the new version Remuneration policy
for the AB Amber Grid Chief Executive Officer and board members
Draft decision:
"6.1. Approve the Remuneration policy for the AB Amber Grid Chief
Executive Officer and board members in its new version
(attached);
6.2. To authorize and obligate the Chief Executive Officer of AB
Amber Grid to publicly announce the approved remuneration policy as
stipulated by the Law on Joint-Stock Companies of the Republic of
Lithuania."
7) Election of Board members
Draft decision:
"7.1. From 30 April 2024 to elect the candidates who received the
most votes at the Company's general meeting of shareholders to the
board of AB Amber Grid for a term of 4 (four) years.
7.2. To authorise (with the right to sub-delegate) the Chief
Executive Officer of AB Amber Grid to notify the Register of Legal
Entities of the Republic of Lithuania of the election of new
members of the Board, to register the changed data in the Register
of Legal Entities of the Republic of Lithuania and to perform all
other related actions."
8) Regarding the establishment of the terms and conditions of
the Board's activity
Draft decision:
"8.1. Approve the updated standard contract of a board member
regarding activities on the board of AB Amber Grid (attached).
8.2. To authorize (with the right to sub-delegate) the Chief
Executive Officer of AB Amber Grid to sign the Standard agreement
on the activity of a member of the Board of AB Amber Grid with the
newly elected members of the Board on behalf of AB Amber Grid no
later than within 5 (five) days from the day of the adoption of the
decision."
9) Determination of remuneration amounts for members of the
board of AB Amber Grid and the operating budget of the board in
2024 and subsequent years
Draft decision:
"9.1. To establish that remuneration is not paid to the member of
the board delegated by the parent company UAB EPSO-G.
9.2. Set these from 30 April 2024 applicable fixed monthly
remuneration to be paid to the members of the Company's Board,
which are in accordance with the Guidelines for determining
remuneration for activities in the bodies of UAB EPSO-G and UAB
EPSO-G group companies, approved by the decision of the sole
shareholder of UAB EPSO-G, the Ministry of Energy of the Republic
of Lithuania (hereinafter – Remuneration Guidelines), the
established criteria, the amounts without deducting the payable
taxes:
| Position |
Monthly fixed amount of remuneration (Eur) |
| Chairperson (independent) |
4 610 |
| Board Member (independent) |
3 458 |
| Board Member (public servant), if the public servant does not
attend and does not perform activities in the collegial body of
another SE / SOE and/or ME / MOE* |
2 766 |
| Board Member (public servant), if the public servant attends
and performs activities in the collegial body of another SE / SOE
and (or) ME / MOE |
1 729 |
* SE – State Enterprise, SOE – State-owned Enterprise, ME –
Municipal Enterprise, MOE – Municipally-owned Enterprise
9.3. To determine that in the event that a member of the Company's
Board is elected as the Chairperson of the Company's Board or a
member of the Company's Board is recalled/resigns from the position
of Chairperson of the Board and/or a public servant is elected or
recalled/resigns from the position of a member of the Board of
another SE/SOE or ME /MOE in a collegial body, the remuneration of
such a member of the Board of the Company is amended without a
separate decision of the General Meeting of Shareholders of the
Company, taking into account the amounts of remuneration of the
members of the Board of the Company determined above by the
decision of the General Meeting of Shareholders of the Company.
9.4. To amend the part of the decision of the Extraordinary General
Meeting of Shareholders of the Company of 22 december 2022
"Regarding Determination of the Operating Budget of the Board
Members of AB Amber Grid for 2023 and subsequent years" and to
determine, taking into account the remuneration amounts to be paid
to the Board Members of the Company, that:
9.4.1. total annual budget for the year 2024 for the remuneration
of the Board Members of the Company and additional expenses of the
Company intended to ensure the activities of the Board is 127 798
euros;
9.4.2. as long as the amounts of remuneration of the Board Members
and the principles of determining the remuneration of the Board
Members set out in points 9.1 and 9.2 of this decision are in
force, the budget of the Company's Board activity for the relevant
year is determined and/or changed automatically (without the
adoption of separate decisions of the general shareholders'
meeting), taking into account the requirements of such budgeting
and (or) at the time of the change, the positions held by the Board
Members of the Company who meet the criteria set out in the
Remuneration Guidelines and, accordingly, the amounts of
remuneration to be paid according to them, adding 10 percent annual
remuneration amounts of the Board members for the additional
expenses of the Company, intended to ensure the activities of the
Board, if the Company does not apply for a change in the size of
the budget for the activities of the Board."
10) Approval of the new wording of AB Amber Grid Articles of
Association
Draft decision:
"10.1. To approve the new wording of AB Amber Grid Articles of
Association (attached).
10.2. To authorise the Chief Executive Officer of AB Amber Grid
(with the right to sub-delegate) to sign the amended Articles of
Association in accordance with the procedure established by legal
acts and to register them in the Register of Legal Entities of the
Republic of Lithuania, to submit and collect documents, to perform
all necessary actions related to the implementation of this
decision of the general meeting of shareholders."
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 pr. 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 16 April 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 on 30 April 2024 in advance, no later than
by 25 April 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. Consolidated and separate financial statements of Amber Grid AB
for 2022, consolidated annual report, confirmation of responsible
persons, independent auditor's report;
2. Draft profit allocation of Amber Grid AB of 2022;
3. Draft of the new wording of AB Amber Grid Articles of
Association;
4. Remuneration policy for the AB Amber Grid Chief Executive
Officer and board members;
5. Standard agreement on the activity of a member of the Board of
AB Amber Grid;
6. Form of the power of attorney of AB Amber Grid;
7. AB Amber Grid voting ballot;
8. Press release.
More information:
Laura Šebekienė, Head of Communications of Amber Grid,
+370 699 61 246, l.sebekiene@ambergrid.lt
- abambergrid-2023-12-31-en
- Profit Allocation_Project
- Amber Grid Articles of Association
- Renumeration policy
- Board member's agreement
- Amber Grid Power of attorney
- Voting ballot
- Press release_Amber Grid focus in 2023 - creating conditions
for green energy development
Amber Grid Ab (LSE:0QGQ)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Amber Grid Ab (LSE:0QGQ)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
