Notice on Convening an Extraordinary General Meeting of Shareholders of AB Amber Grid - Seite 2

1. Prohibition on disposal of Amber Grid Group’s assets, except for disposal at market value in an arm’s length transaction where:
  1.1. the asset is disposed in the usual course of business;
  1.2. shares in GET Baltic UAB or a part thereof are/is transferred;
  1.3. total value of the assets disposed over the term of the Loan Agreement shall not exceed 5% of the Company’s non-current assets as disclosed in the Company’s consolidated financial statements drawn up prior to the date of the loan agreement     with the European Investment Bank.

2. No reorganisation of Amber Grid and Amber Grid Group unless the European Investment Bank gives its prior consent;

3. The Company is controlled by the Republic of Lithuania either directly or indirectly, with at least 50% of the shares controlled by the State;

4. Amber Grid Group’s assets shall not be pledged/mortgaged except in the following cases:
  4.1. securities linking claims and liabilities are required for offsetting purposes in the usual course of business; 
  4.2. pledging/mortgaging forms part of risk management measures;
  4.3. the asset concerned has been acquired after the date of the Loan Agreement except in cases where the purpose of the encumbrance is the acquisition of the asset, or where the credit limit is increased for the purposes of the acquisition;
  4.4. the term of the security is up to 6 months;
  4.5. assets of companies acquired after the date of the Loan Agreement are pledged/mortgaged;
  4.6. the value of the asset pledged/mortgaged does not exceed 5% of consolidated assets of Amber Grid Group. 

The shareholders may familiarise themselves with the Draft Resolutions of the General Meeting of Shareholders and supplementary material thereof, also with the implementation of the shareholders’ rights on the Central Database of Regulated Information www.crib.lt and at Company’s website www.ambergrid.lt.

The shareholders of AB Amber Grid, 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 14 June 2020.