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

*Attachments*

· 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