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:
- Confirmation of Responsible Persons
- AB Amber Grid financial statements for 2014
- Annual Report of AB Amber Grid for 2014
- Information of the Audit Committee
- AB Amber Grid Corporate Governance Code
- Profit (Loss) Allocation of AB Amber Grid for 2014
- 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
