Amber Grid — Proxy Solicitation & Information Statement 2016

Apr 15, 2016

Translation from the Lithuanian

AB Amber Grid shareholders rights

The shareholders of AB Amber Grid (hereinafter "the Company"), whose shares are entitled to at least 1/20 of the total number of votes, shall have the right to supplement the agenda for the General Meeting of Shareholders. The proposal to supplement the agenda shall be submitted in writing and sent by registered mail or delivered to the head office of the Company to the address: Savanorių pr. 28, LT-03116 Vilnius (hereinafter "the Head Office"). Draft Resolutions on the proposed issues or, when it is not mandatory to adopt resolutions, explanatory notes on each proposed issue of the agenda of the General Meeting of Shareholders must be presented alongside with the proposal. The agenda will be supplemented if the proposal is received not later than on 12 April 2016.

The shareholders entitled to at least 1/20 of the total number of votes shall have the right, at any time before the General Meeting of Shareholders or during the Meeting, to propose in writing new draft resolutions on the items put on the agenda of the General Meeting of Shareholders. Such a proposals must be executed in writing and sent to the Company by registered mail or delivered to the Head Office of the Company. The proposal submitted during the course of the Meeting must be executed in writing and handed over to the Secretary of the General Meeting of Shareholders.

The shareholders shall have the right to submit questions to the Company in advance, but not later than till 20 April 2016, in relation to the issues on the agenda of the General Meeting of Shareholders to be held on 26 April 2016. Questions must be executed in writing and delivered to the Company by registered mail or to the Head Office of the Company. The Company will not present any answer to the question submitted by a shareholder personally to him in the case relevant information is available on the Company's website.

Any shareholder shall be entitled to authorise a natural or legal person to participate and vote in his name at the General Meeting of Shareholders. The proxy of the shareholder must present the document confirming the person's identity and the certified power of attorney as provided for by law, which must be delivered to the Head Office not later than before the end of the registration of the attendees of the General Meeting of Shareholders. During the General Meeting of Shareholders, the proxy exercises the same rights as the shareholder he is representing should. The form of the Power of Attorney to represent at the General Meeting of Shareholders is available on the website of the Company: www.ambergrid.lt.

On the issues on the agenda of the General Meeting of Shareholders, the Shareholders may vote in writing by filling in a General Ballot Paper. On the shareholder's request, the Company, not later than 10 days before the day of the General Meeting of Shareholders, will send a General Ballot Paper by registered mail free of charge or submit it in person against signature to the shareholder. The shareholder or his proxy must undersign the filled in General Ballot Paper. If the General Ballot Paper is signed by a person who is not a shareholder, a document certifying his

---

right to vote must be appended to the filled in Ballot Paper. The duly filled in General Ballot Paper must be delivered to the Company by registered mail or submitted against signature at the Head Office not later than before the end of registration of the attendees of the General Meeting of Shareholders. The form of the General Ballot Paper is available on the website of the Company: www.ambergrid.lt.

2