Amber Grid — Proxy Solicitation & Information Statement 2022

Jun 2, 2022

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author: "Tomas \u0160umskas"
date: 2022-06-02 07:41:00+00:00
processor: python-docx+mammoth
status: success

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AB "Amber grid" Code 303090867 Registered office at Laisvės pr. 10, Vilnius Data on the company is collected and stored in the Register of Legal Entities ("the Company")

of the EXTRAOrdinary General Meeting of 23 JUNE 2022

COMMON BALLOT PAPER

SHAREHOLDER DATA

Please provide details of the voting shareholder in the table:

Name of shareholder: First name, surname / title	Shareholder's personal code (legal entity code): Personal code / legal entity code
Number of shares held by the shareholder: Number of shares

VOTING ON PROCEDURAL MATTERS

Please tick the option you prefer in the table: 'FOR' or 'AGAINST'.

Eil. No.	Procedural question	Vote
	Elected as Chairman of the General Meeting of Shareholders: Name, surname	FOR	AGAINST
	Elected as Secretary of the General Meeting of Shareholders: Name, surname	FOR	AGAINST
	To elect the following person as the person responsible for carrying out the actions provided for in Article 22(2) and (3) of the Law on Public Limited Companies: Name, surname	FOR	AGAINST

VOTING ON AGENDA ITEMS

Please tick the option you prefer in the table: 'FOR' or 'AGAINST'.

Eil. No.	Agenda item	Proposed draft decisions	Vote
	Determination of the amounts of remuneration for the members of the Board of AB Amber Grid and the amended operating budget of the Board for the year 2022 and determination for subsequent years	1.1. From 1 April 2022 onwards to determine this applicable fixed monthly remuneration payable amounts before tax (one higher amount corresponding to the circumstances described applies) to the members of the Board of the Company who comply with the Guidelines for determining the remuneration of UAB EPSO-G and UAB EPSO-G group bodies, approved by the decision of the sole shareholder of UAB EPSO-G (hereinafter referred to as the Remuneration Guidelines): 1.1.1. EUR 1,400 for a member of the Board of the Company; 1.1.2. EUR 1,800 to the Chairman of the Board of the Company; 1.1.3. EUR 2,400 for a member of the Board of the Company, who is also a member of the Innovation and Development Committee of the EPSO-G Group of Companies (hereinafter - IDC); 1.1.4. EUR 2,800 to a member of the Board of the Company, who is also the Chairman of the IDC; 1.1.5. EUR 2,800 to the Chairman of the Board of the Company, who is also a member of the IDC; 1.1.6. EUR 3,200 to the Chairman of the Board of the Company, who is also the Chairman of the IDC.	FOR	AGAINST
1.2. Given that the amounts referred to in point 1.1 of this decision have been calculated in accordance with the applicable tax legislation, i.e. including the fees payable, in the event of a change in the tax regime, until new decisions on remuneration are adopted, the remuneration paid to the members of the collegial bodies, net of taxes, shall not change compared to the calculated amount according to the above amounts.	FOR	AGAINST
1.3. To determine that in case a member of the Board of the Company is elected as the Chairman of the Board of the Company, a member of the IDC and / or the Chairman of the IDC, resigns and / or is removed from office, the remuneration of such a member of the Board shall be adjusted in accordance with the specified amounts of remuneration of the members of the Board of the Company, which depend on the positions held.	FOR	AGAINST
1.4. To amend the Resolution of the Ordinary General Meeting of Shareholders of the Company 23 April 2021 (Part of the decision “On setting the operating budget of the Board of AB Amber Grid for 2021 and subsequent years”) and, taking into account the amounts of remuneration to be paid to the members of the Board of the Company from 1 April 2022, to determine that: 1.4.1. the total annual budget for the year 2022 for the remuneration of the members of the Board of the Company and additional expenses of the Company for ensuring the activities of the Board is EUR 53,295; 1.4.2. as long as the amounts of remuneration of the members of the Board set out in items 1.1–1.3 of this Decision and the principles of determining the remuneration of the members of the Board are valid, the budget of the Board of the Company for the respective year shall be established and (or) amended automatically (without separate resolutions of the General Meeting of Shareholders), taking into account the current responsibilities of the members of the Board of the Company who meet the criteria set out in the Remuneration Guidelines at the time of drawing up and / or amending such budget and the amounts of remuneration to be paid accordingly, adding 10 percent to the annual amounts of remuneration of the members of the Board for additional expenses of the Company intended to ensure the activities of the Board, unless the Company applies for a change in the size of the operating budget of the Board.	FOR	AGAINST
	The approval of the new wording of the remuneration policy of the CEO and members of the Board of AB Amber Grid	To approve the new wording of the remuneration policy of the CEO and members of the Board of AB Amber Grid (attached).	FOR	AGAINST
	The election of the audit company of UAB AB Amber Grid and determination of the terms of payment for audit services for 2022	3.1. To elect UAB PricewaterhouseCoopers as the audit company that will perform the audit of the set of consolidated and company financial statements of AB Amber Grid prepared in accordance with the International Financial Reporting Standards adopted in the European Union for the period of 2022; 3.2. To set the maximum remuneration not exceeding EUR 50,490 for the audit services referred to in point 3.1 of this Decision.	FOR	AGAINST

By signing this ballot, the shareholder also confirms that the information about the General Meeting of Shareholders of the Company has been duly and timely provided, that the shareholder does not have any complaints regarding the convening of the General Meeting of Shareholders, and that the shareholder has been provided with all the information/documents necessary to vote on each of the items on the Agenda.

Name,

Name and surname of the representative, position: ______________________________

Signature and date of signature: _____________________________

Document conferring the right to vote

name, date, number

(if the ballot paper is not signed by the shareholder's director): ____________________________