As initiated and decided by the Board of Directors of AB Amber Grid (legal entity code 303090867, office address Savanori? pr. 28, LT-03116 Vilnius, Republic of Lithuania), an Ordinary General Meeting of Shareholders of AB Amber Grid will be convened at 9 a.m., 30 April 2014, at Ratonda Centrum Hotels, Vilnius (adrress: Gedimino pr. 52/1, Vilnius).
The following is the Agenda of the Meeting:
1) Auditor’s report on AB Amber Grid financial statements for 2013 as well as the AB Amber Grid Annual Report 2013.
2) Information of the Audit Committee.
3) AB Amber Grid Annual Report 2013.
4) Approval of AB Amber Grid financial statements for 2013.
5) Approval of the Profit Appropriation of AB Amber Grid for 2013.
6) The election of the audit company and setting the terms of remuneration for audit services for 2014.
The Record Date of the General Meeting of Shareholders is 23 April 2014. Persons who are shareholders of the Company at the end of the Record Date of the General Meeting of Shareholders are entitled to attend the General Meeting of Shareholders and to vote at the meeting.
The registration of shareholders will start at 8.15 a.m., 30 April 2014.
The registration of shareholders will end at 8.45 a.m., 30 April 2014.
A person participating in the General Meeting of Shareholders and entitled to vote shall provide an identification document. A person who is not a shareholder shall in addition to the said document present a document certifying his right to vote at the Extraordinary General Meeting of Shareholders.
A possibility of participating and voting in the General Meeting of Shareholders by electronic means of communication shall not be provided.
On 27 March 2014 the Board of Directors of the Company approved the Agenda and Draft Resolutions of the General Meeting of Shareholders:
1) Auditor’s report on AB Amber Grid financial statements for 2013 as well as the AB Amber Grid Annual Report 2013.
Draft Resolution:
When taking decisions regarding approval of AB Amber Grid financial statements for 2013 and the AB Amber Grid Annual Report 2013, 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.
Draft Resolution:
To take note of the information presented by the Audit Committee on its activities.
3) AB Amber Grid Annual Report 2013.
Draft Resolution:
To approve AB Amber Grid Annual Report 2013.
4) Approval of AB Amber Grid financial statements for 2013.
Draft Resolution:
To approve AB Amber Grid financial statements for 2013.
5) Approval of the Profit Appropriation of AB Amber Grid for 2013.
Draft Resolution:
To approve the Profit Appropriation of AB Amber Grid for 2013:
| For approval, all amounts denominated in litas* | For information, all amounts denominated in euros | ||
| I.1. | Retained earnings of the previous financial year at the end of the current financial year | 0 | 0 |
| I.2. | Net profit for the current financial year | 15,066,998 | 4,363,704 |
| I.3. | Transfer from the other reserves (corporate business development reserve ) | 0 | 0 |
| I.4. | Total profit to be appropriated: | 15,066,998 | 4,363,704 |
| I.4.1. | Appropriation of profit to the legal reserve | 0 | 0 |
| I.4.2. | Appropriation of profit to other reserves (corporate business development reserve ) | 0 | 0 |
| I.4.3. | Appropriation of profit for dividends | 15,066,998 | 4,363,704 |
| I.5. | Retained earnings at the end of the current financial year to be carried forward to the following financial year | 0 | 0 |
| II. | Annual payments (tantiemes) for 2013 to the members of the Board of Directors reflected in the income (loss) statement (for Chairman of the Board of Directors and for Deputy Chairman of the Board of Directors - LTL 70,000 (EUR 20,273) each, for members of the Board of Directors - LTL 58,000 (EUR 16,798)* each). | 314,000 | 90,941 |
*Profit appropriation are denominated in Litas, euro amounts are presented only for informational purposes. Official euro and Lithuanian litas exchange rate 3.4528.
6) The election of the audit company and setting the terms of remuneration for audit services.
Draft Resolution:
To elect UAB Ernst & Young Baltic as an audit company for the performance of audit of the AB Amber Grid financial statements as of 31 December 2014 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 in the Law on Natural Gas and subordinate legislature for the performance of audit procedures, and to set LTL 58 thousand (VAT exclusive) remuneration for the services of auditing the financial statements and the statements related thereto.
The Board of Directors proposes to the General Meeting of Shareholders to pay dividend in amount of LTL 0,084 Lt (EUR 0,024) per share with par value of LTL 1. The shareholders’ property rights record date is 15 May 2014. Persons who will be the Company’s shareholders at the end of 15 May 2014 will be entitled to receive the dividends.
The shareholders may familiarize themselves with the Draft Resolutions of the General Meeting of Shareholders and supplementary material thereof, also with the implementation of the shareholders’ rights on working days from 2 p.m. till 4 p.m. (on Fridays till 3.15 p.m.) from 9 April 2014 in the office of AB Amber Grid at Savanori? pr. 28, LT-03116 Vilnius, tel. (370 5) 236 08 55. These documents are also presented on the Central Database of Regulated Information www.crib.lt and on the Company’s website www.ambergrid.lt .
Annexes:
1. General Ballot Paper of AB Amber Grid
2. Power of Attorney of AB Amber Grid
3. Shareholders’ Rights of AB Amber Grid
4. Information of the Audit Committee
5. Confirmation of responsible persons
6. Annual Report 2013 of AB Amber Grid
7. Governance Code
8. Financial Statements 2013
Authorized person:
Reda Aglinskien?
Head of the Legal Division
tel. (370 5) 232 77 33
