Decisions adopted in the Extraordinary General Meeting of
Shareholders of AB Amber Grid
AB Amber Grid, legal entity code: 303090867. Address: Laisvės
ave. 10, LT-04215 Vilnius, Lithuania.
The following decisions were adopted in the Extraordinary
General Meeting of Shareholders of AB Amber Grid on 30 April
2024:
1. Regarding Annual Report
of AB Amber Grid for
2023
The annual report of AB Amber Grid on the
activities of the company for 2023 is taken into account
(attached).
2. Regarding independent auditor’s
conclusion on AB Amber Grid
financial statements and annual report for
2023
Independent auditor's report on AB Amber Grid
2023 set of financial statements and annual report is taken into
account (attached).
3. Regarding the approval of the set
of financial statements of AB Amber Grid
for 2023
The financial statements of AB Amber Grid of
2023 is approved (attached).
4. Regarding the approval of the
distribution of profit of AB Amber Grid
for 2023
The profit distribution for the year 2023 of
AB Amber Grid is approved (attached).
5. Regarding the approval of the
remuneration report of AB Amber Grid for 2023
The remuneration report of AB Amber Grid of
2023, which is part of the annual AB Amber Grid 2023 report, is
approved.
6. Regarding the
approval of the updated Remuneration Policy of AB Amber Grid Chief
Executive Officer and Board members
6.1 The Remuneration Policy of the new version of AB Amber Grid
Chief Executive Officer and Board members are approved
(attached).
6.2. The Chief Executive Officer of AB Amber Grid is authorized
and obliged to publicly announce the approved Remuneration Policy
as stipulated by the Law on Companies of the Republic of
Lithuania.
7. Election of Board
members
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. Taking into
account the recommendation of the Remuneration and Nomination
Committee of UAB EPSO-G and the decision of the Selection
Committee, the following Board members were elected:
1. Paulius Butkus was elected as a member of the Board of AB
Amber Grid, nominated by the parent company UAB EPSO-G;
2. Darius Kašauskas was elected as a member of the Board of AB
Amber Grid, nominated by the parent company UAB EPSO-G;
3. Karolis Švaikauskas was elected as a civil servant member of
the Board of AB Amber Grid;
4. Peter Loof Helth was elected as an independent member of the
Board of AB Amber Grid;
5. Alexander Paul Gudmund Feindt was elected as an independent
member of the Board of AB Amber Grid.
7.2. The Chief Executive Officer of AB Amber Grid is authorized
(with the right to sub-delegate) 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 determination of the
conditions of the Board's activity
8.1. The updated standard contract of a Board
member regarding activities on the Board of AB Amber Grid is
approved (attached).
8.2. The Chief Executive Officer of AB Amber
Grid is authorized (with the right to sub-delegate) to sign the
standard contract 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 this 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
9.1. To establish that remuneration is not
paid to the member of the Board delegated by the holding 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) |
4 600 |
|
Board Member (Independent) |
3 500 |
|
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* |
2 800 |
|
Board Member (public servant), if the public servant attends and
performs activities in the collegial body of another SE / SOE and
(or) ME / MOE |
1 800 |
* 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 "The determination of the amounts of remuneration for
the members of the Board of AB Amber Grid and the determination of
the budget for the Board for the year 2023 and the 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 129 360 Eur;
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 10.2 and 10.3
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, as well
as additional costs intended to ensure the regulation of the
Board's activities, if the Company does not apply for a change in
the size of the budget for the activities of the Board.
10. Regarding the approval of the new
version of the Articles of Association of AB Amber
Grid
10.1. The new AB Amber Grid Articles of Association are
approved (attached).
10.2. The Chief Executive Officer of AB Amber Grid (with the
right to sub-delegate) is authorized 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.
ANNEXES:
- AB Amber
Grid financial statements for 2023, together with the conclusion of
the independent auditor, Annual Report and Remuneration
Report;
- Profit distribution
for 2023;
- The new version of
the Articles of Association of AB Amber Grid;
- Remuneration Policy
for the AB Amber Grid Chief Executive Officer and Board
members;
- Standard contract on
the activity of a member of the Board;
- Recommendation of
UAB EPSO-G Remuneration and Nomination Committee.
- 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
- Amber Grid_VAS_2023 pelno paskirstymas_ENG_2024-04-30
patvirtinta
- Press release_Three new members elected for Amber Grid
Board
- AG_Articles_of_Association
- Renumeration_policy
- Board_member's_agreement
- RNC recommendation on AG Board_EN
Amber Grid Ab (LSE:0QGQ)
Historical Stock Chart
From Apr 2024 to May 2024
Amber Grid Ab (LSE:0QGQ)
Historical Stock Chart
From May 2023 to May 2024
