RECOMMENDATIONS OF THE REMUNERATION AND APPOINTMENTS COMMITTEE OF UAB EPSO-G REGARDING ELECTION OF BOARD MEMBERS OF LITGRID AB
30 July 2018, Vilnius
Following paragraph 27 of the version of the Articles of Association of LITGRID AB (the "Company") registered with the Register of Legal Entities on 30 April 2018 and taking into account that:
- the effective Articles of Association of the Company provide for more responsibility of the Board of the Company for implementation of strategic projects and operational goals set by shareholders, giving it the supervisory function, as required by provisions of the Law of the Republic of Lithuania on Companies, as effective from 1 July 2018;
- the Board of the Company must be formed according to new requirements for its composition, i.e. it must be ensured that the Board has at least 2 (two) independent members and at least 3 (three) members who have no employment relationship with the Company;
- the head of the Company cannot be elected member of the Board of the Company performing the supervisory function, therefore, the head of the Company, upon registration of the updated Articles of Association of the Company, resigned from the office of the Board member;
- the current Board of the Company has 1 (one) independent Board member, 2 (two) members are nominated by the parent company UAB EPSO-G, and 1 (one) member is an employee of the Company, who will be recalled from the Board upon formation of the Company's Board conforming to the new composition requirements;
- the Remuneration and Appointments Committee of UAB EPSO-G (the "Committee") has performed the selection of the Board member to be nominated by UAB EPSO-G and, having involved the personnel selection agency AIMS International Lietuva, UAB, has performed the selection of an independent Board member (the "Selection"), in order that, as provided by the new version of the Articles of Association of the Company, the Board of the Company would have 2 (two) independent Board members and 3 (tree) members nominated by the parent company UAB EPSO-G;
- the Committee has assessed conformity of 18 (eighteen) candidates that took part in the Selection to the announced general, special, value requirements of the Selection and the criteria of independence, their education, knowledge, professional skills and functional experience necessary for performance of duties of a Board member, competences in the field of management and supervision of investment and infrastructure projects and their personal traits;
in order to strengthen the Board of the Company performing the supervisory function with important operational efficiency, finance control and corporate governance, as well as company and project management and supervisory competences, also in pursuance of the goals set by the shareholders, the Remuneration and Appointments Committee of UAB EPSO-G gives the following recommendations regarding election of Board members of LITGRID AB :
- to elect Algirdas Juozaponis from UAB EPSO-G as Board member of LITGRID AB nominated by the parent company UAB EPSO-G;
- to elect Šarūnas Nedzinskas as an independent Board member of LITGRID AB.
Information about the candidates:
Algirdas Juozaponis, Finance Director at UAB EPSO-G
Professional career:
2005 – 2008 – Economist and Senior Economist at AB Rytų Skirstomieji Tinklai 2008 – 2010 – Financial Analyst at LEO LT, AB
- 2010 2011 Product Manager at Energijos Tiekimas, UAB
- 2011 2015 General Manager, member of the board (2012 2013) of Energijos Tiekimas, UAB
- 2013 2015 member of the board of GETON Energy SIA (Latvia) and GETON Energy OU (Estonia)
- 2014 2015 member of the council of the National Lithuanian Electricity Association
- 2015 present Finance Director, member of the board (2016 2018) of UAB EPSO-G
Education:
Graduated from the Vilnius University with a bachelor's degree in economics in 2005 and master's degree in 2007 (banking programme).
A. Juozaponis holds no shares of LITGRID AB.
Žilvinas Nedzinskas, Head of Banking Portfolios, Baltics at UAB "Intrum Lietuva"
Professional career:
1994-1997 - Member of the Board, Head of Credit Risk management and Corporate Customers at DNB (AB Lietuvos žemės ūkio bankas)
1998-1999 - Member of the Board, Head of Credit Risk management, Head of Corporate Customers at AB bank Hermis
2000 – 2003 – Head of Business Development Department AT SEB AB bank
2004 – 2007 – Member of the Board, Chief Underwriter, Head of Corporate Customers at Lietuvos Draudimas AB
2007 – 2008 – Chairman of the board at Finasta AB bank
2008 – 2016 – Member of the Board, Executive Vice President, Retail banking (SMEs and private) at DNB bank
2016 – present - Head of Banking Portfolios, Baltics at UAB "Intrum Lietuva" Education:
PHD from ISM University of Management and Economics strategic management in 2013, EMBA from BMI, graduated from Vilnius University with MBA in economics in 1993.
Žilvinas Nedzinskas holds no shares of LITGRID AB .
Chairman of the Remuneration and Appointments Committee of UAB EPSO-G Viktorija Trimbel