AMG: On Convening an Annual General Meeting of Shareholders of AB Amber Grid
On 12 April 2016 the Company received a proposal of its shareholder UAB EPSO-G with holding more than 1/20 of all votes to extend the Agenda by including item 10 and the proposed Draft Resolution.
The Agenda of the Meeting was supplemented with the item proposed by the shareholder and Draft Resolutions and is presented for the Meeting.
Draft Agenda of the Meeting:
1) Auditor’s report on AB Amber Grid financial statements for 2015 and AB Amber Grid Annual Report 2015.
2) Information of the Audit Committee.
3) Annual Report of AB Amber Grid for 2015.
4) Approval of AB Amber Grid financial statements for 2015.
5) Approval of AB Amber Grid Profit (Loss) Allocation for 2015.
6) Election of the Audit Company and determining the terms of compensation for audit services for the year 2016.
7) Amendments to the Articles of Association
8) Election of the Board of Directors.
9) Abolition of the Audit Committee and repeal of the Regulations for the Formation and Activities of the Audit Committee.
10) Establishing a maximum annual budget for wages of the members of the Board of Directors of AB Amber Grid and concrete wages for members of the Board of Directors, the conclusion of agreements with the members of the Board of Directors regarding their activity in the Board of Directors of AB Amber Grid, the determination of standard terms and conditions of such agreements and the appointment of a person authorised by AB Amber Grid to sign the agreements.
Shareholder registration will commence at 9.15 a.m., 26 April 2016.
Shareholder registration will be closed at 9.45 a.m., 26 April 2016.
The Record Date of the General Meeting of Shareholders: 19 April 2016. To be entitled to attend and vote at the General Meeting of Shareholders, persons must be registered shareholders of the Company at the end of the Record Date of the General Meeting of Shareholders. Shareholders' Rights Record Date shall be 10 May 2016. Persons entitled to receive the dividend shall be the ones who will be shareholders of AB Amber Grid as of the end of the Shareholders' Rights Record Date.
To be entitled to participate and vote at the General Meeting of Shareholders, persons must provide their identification documents. Persons who are not shareholders of AB Amber Grid, shall in addition to the aforesaid documents present documents certifying their right to vote at the 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 31 March 2016, the Board of the Company approved the Agenda and Draft Resolutions of the General Meeting of Shareholders.
The updated Agenda and the Draft Resolutions of the General Meeting with the item proposed by the shareholder:
1) Auditor’s report on AB Amber Grid financial statements for 2015 and AB Amber Grid Annual Report 2015.
Draft Resolution:
When taking decisions regarding approval of AB Amber Grid financial statements for 2015 and the AB Amber Grid Annual Report 2015, 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) Annual Report of AB Amber Grid for 2015.
Draft Resolution:
To approve Annual Report of AB Amber Grid for 2015.
4) Approval of AB Amber Grid financial statements for 2015.
Draft Resolution:
To approve AB Amber Grid financial statements for 2015.
5) Approval of AB Amber Grid Profit (Loss) Allocation for 2015.
Draft Resolution:
To approve AB Amber Grid Profit (Loss) Allocation for 2015.
6) The election of the Audit Company and determining the terms of compensation for audit services for the year 2016.
Draft Resolution:
To elect UAB PricewaterhouseCoopers as the Audit Company to perform the audit of AB Amber Grid financial statements as of 31 December 2016 (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 Articles of Association.
Draft Resolution:
- To adopt the new version of the Articles of Association of AB Amber Grid (as per attachment).
- To authorise the CEO of AB Amber Grid, Saulius Bilys, either in person or through a proxy, to sign the amended version of the Articles of Association of AB Amber Grid and to take any and all actions required for the registration of the Articles of Association with the Register of Legal Entities of the Republic of Lithuania.
8) Election of the Board of Directors.
Draft Resolution:
1. Given the fact that the term in office of the Board of Directors (as elected in accordance with the Articles of Association of AB Amber Grid on 11 June 2013) expired before the date of the present General Meeting of Shareholders, to elect a new Board of Directors of AB Amber Grid consisting of the following members:
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2. Given the fact that the present General Meeting of Shareholders has passed the resolution on the adoption of a new version of the Articles of Association of AB Amber Grid providing for a 4-year-term of Board of Directors, upon the registration of the respective amendments of the Articles of Association, the term of the Board of Directors as elected by the present General Meeting of Shareholders, shall be 4 years.
9) Abolition of the Audit Committee and repeal of the Regulations for the Formation and Activities of the Audit Committee.
Draft Resolution:
In consideration of the fact the term in office of the Board of Directors that was elected on 11 June 2013 expired prior to the date of the present General Meeting of Shareholders, which in accordance with the Regulations for the Formation and Activities of the Audit Committee means also the expiry of the term in office of the Audit Committee that was nominated by the Board of Directors in question, and also in consideration of the fact that in accordance with the newly adopted version of the Articles of Association of AB Amber Grid the functions of the Audit Committee of AB Amber Grid will be carried out by the Audit Committee of the parent company, UAB EPSO-G, to abolish the Audit Committee of AB Amber Grid, with effect as from the date of the registration with the Register of Legal Entities of the Articles of Association as adopted by the present General Meeting of Shareholders, and to repeal the Regulations for the Formation and Activities of the Audit Committee of AB Amber Grid (as adopted by the Extraordinary General Meeting of Shareholders of 11 December 2013).
10) Establishing a maximum annual budget for wages of the members of the Board of Directors of AB Amber Grid and concrete wages for members of the Board of Directors, the conclusion of agreements with the members of the Board of Directors regarding their activity in the Board of Directors of AB Amber Grid, the determination of standard terms and conditions of such agreements and the appointment of a person authorised by AB Amber Grid to sign the agreements.
Draft Resolution:
With regard to resolutions adopted at the extraordinary General Meeting of Shareholders which took place on 30 June 2014 and the provisions of the new version of Articles of Association of AB Amber Grid approved at the present General Meeting of Shareholders:
1.1. to approve a maximum annual budget of €36 000.00 (thirty-six thousand euros) for wages of the members of the Board of AB Amber Grid.
1.2. to set the following concrete wages for members of the Board:
an hourly wage of € 50.00 (fifty euros) (before taxes) for activity in the Board of Directors of AB Amber Grid, with a maximum monthly wage not exceeding €1 000.00 (one thousand euros) (before taxes) to be paid to the members of the Board of Directors of AB Amber Grid, except those members who are the employees of UAB EPSO-G, which holds a controlling stake in the Company.
1.3. to approve the standard terms and conditions of agreements signed with members and independent members of the Board of Directors of AB Amber Grid on their activity in the Board (enclosed).
1.4. to appoint and authorise Director of the Law and Administration Department of AB Amber Grid Tomas Suslavi?ius immediately, not later than 10 (ten) days following the adoption of this Resolution to sign on behalf of AB Amber Grid agreements with members and chairman of the Board of Directors of AB Amber Grid on their activity in the Board of Directors of AB Amber Grid in accordance with the standard terms and conditions of agreements approved by the Board of Directors of AB Amber Grid under this resolution.
The shareholder EPSO-G also proposed the following candidates to the members of the Board of Directors of AB Amber Grid under item 8 of the Agenda of the General Meeting of Shareholders:
- Rimvydas ?tilinis,
- Nemunas Biknius,
- Saulius Bilys,
- Vytautas Ruolia,
- Nerijus Datk?nas.
Rimvydas ?tilinis and Nemunas Biknius are proposed on behalf of UAB EPSO-G, a parent company which holds a 96.58% shareholding in the Company; Nerijus Datk?nas is proposed as an independent candidate to the members of the Board of Directors of AB Amber Grid.
The shareholders may familiarise 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. until 4 p.m. (on Fridays until 3.15 p.m.) from 1 April 2016 at the office of AB Amber Grid at Savanori? pr. 28, LT-03116 Vilnius, tel. +370 5 2360855 These documents are also presented on the Central Database of Regulated Information www.crib.lt and at Company’s website www.ambergrid.lt.
Annexes:
- AB Amber Grid Shareholder Ballot
- AB Amber Grid Power of Attorney Form
- AB Amber Grid Shareholders’ Rights
- Information of the Audit Committee
- Confirmation of Responsible Persons
- Annual Report of AB Amber Grid for 2015, submitted together with the Corporate Governance Report form.
- AB Amber Grid financial statements for 2015.
- Draft Profit (Loss) Allocation of AB Amber Grid for 2015.
- Draft Articles of Association of AB Amber Grid.
- Information about the members of the Board of Directors.
- The Standard Terms and Conditions of the Agreement of the Board Member on the activities in the Board of AB Amber Grid.
The individual authorised by AB Amber Grid (the issuer) to provide additional information on the material event:
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