Amber Grid — Proxy Solicitation & Information Statement 2017

May 9, 2017

Translation from the Lithuanian

Annex 2

POWER OF ATTORNEY

TO REPRESENT AT THE AB AMBER GRID GENERAL MEETING OF SHAREHOLDERS

Date of the Meeting: 31 May 2017

SHAREHOLDER'S DATA (THE PRINCIPAL)

Shareholder's (natural person's) name, surname; shareholder's (legal person's) company name

Shareholder's (natural person's) personal identification number; shareholder's (legal person's) code number

Number of the shares owned by the right of ownership

PROXY'S DATA

Proxy's (natural person's) name, surname; proxy's (legal person's) company name

Proxy's (natural person's) personal identification number; proxy's (legal person's) code number

Number of shares to be voted by the proxy

Herewith the Principal is authorizing the Proxy:

To represent the principal, who is the shareholder in AB Amber Grid (company code: 303090867), at the General Meeting of Shareholders of AB Amber Grid (hereinafter: "the Company") to be held on 31 May 2017 and to vote at his own discretion on all the issues considered at the General Meeting of Shareholders of the Company, to undersign, receive and submit all the documents related to the above authorization, issue statements on behalf of the principal, to submit proposals and perform all other actions related to this authorization or in the interests of the principal.

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The Power of Attorney shall be valid only on 31 May 2017 at the General Meeting of Shareholders of AB Amber Grid.

The principal has the right to annul this power of attorney any time, and the proxy has the right to resign. The power of attorney shall cease to be effective: 1) at the expiry of its validity term; 2) if the principal annuls the power of attorney; 3) if the proxy resigns the authorization; 4) after termination of the legal person that granted the authorization; 5) after the death of the natural person who granted the authorization, or if he/she is recognized legally incapable or if his/her capability is limited, or if his/her whereabouts are recognized as unknown; 6) after the death of the person to whom the power of attorney was issued, or if he/she is recognized as legally incapable, or if his/her capability is limited, or if his/her whereabouts are recognized as unknown.

The principal shall notify his proxy and the third persons known to the principle and for the establishment and maintenance of relations with whom the power of attorney has been granted, about the annulment of the power of attorney.

The proxy must submit a report on his activities and give an account of anything he had received when fulfilling the assignments of the principal.

This power of attorney entitles the proxy to the same powers that the shareholder represented by this power of attorney has.

The power of attorney is in effect only for the number of shares as indicated therein.

(Date)

(For the shareholder-natural person: name, surname and signature; For the shareholder-legal entity: title of the managing body or other person, authorised to issue power of attorney or basis authorization to act, name, surname and signature)

(signature of the proxy)