0P19 Litgrid Ab

The proposal of UAB EPSO-G regarding the election of the Board of LITGRID AB members determination of remuneration amounts for the members of the Board and the operating budget of the Board in 2024 was received

LITGRID AB (company code 302564383, registered office address Karlo Gustavo Emilio Manerheimo st. 8, LT-05131, Vilnius) (hereinafter - LITGRID), Lithuania.

The parent shareholder UAB EPSO-G, in accordance with Article 25 Part 4 of the Law on Companies of the Republic of Lithuania:

1) and taking into account the recommendation of UAB EPSO-G Remuneration and Nomination  Committee (hereinafter - RNC) (attached) (the RNC's recommendation is provided only for the Board members nominated by the parent shareholder UAB EPSO-G and the civil servant of the Board member) and the proposals of the Board of parent shareholder UAB EPSO-G, on the eighth item on the agenda of the 04/30/2024 Ordinary General Meeting of Shareholders of LITGRID on 04/30/2024 ("8. Election of Board members"), the following are proposed to the Board of LITGRID AB:

1. To elect Tomas Varneckas as a member of the Board of LITGRID AB, nominated by the parent company UAB EPSO-G;

2. To elect Mindaugas Keizeris as a member of the Board of LITGRID AB, nominated by the parent company UAB EPSO-G;

3. To elect Gediminas Karalius as a civil servant member of the Board of LITGRID AB;

4. To elect Tim Meyerjürgens as an independent member of the Board of LITGRID AB;

5. To elect Pierre-Henri D’haene as an independent member of the Board of LITGRID AB.

2) on the tenth issue of the agenda of LITGRID's Ordinary General Meeting of Shareholders            (10. Determination of remuneration amounts for the Board members of LITGRID AB and determination of the Board's operating budget for 2024 and subsequent years) proposes:

10.1. To establish that remuneration is not paid to the member of the Board delegated by the holding company UAB EPSO-G.

10.2. Set these from 30 April 2024 applicable fixed monthly remuneration to be paid to the members of the Company's Board, which are in accordance with the Guidelines for determining remuneration for activities in the bodies of UAB EPSO-G and UAB EPSO-G group companies, approved by the decision of the sole shareholder of UAB EPSO-G, the Ministry of Energy of the Republic of Lithuania (hereinafter – Remuneration Guidelines), the established criteria, the amounts without deducting the payable taxes:

Position	Monthly fixed amount of remuneration (Eur)
Chairperson (Independent)	4 600
Board Member (Independent)	3 500
Board Member (public servant), if the public servant does not attend and does not perform activities in the collegial body of another SE / SOE and/or ME / MOE*	2 800
Board Member (public servant), if the public servant attends and performs activities in the collegial body of another SE / SOE and (or) ME / MOE	1 800

* SE – State Enterprise, SOE – State-owned Enterprise, ME – Municipal Enterprise, MOE – Municipally-owned Enterprise

10.3. To determine that in the event that a member of the Company's Board is elected as the Chairperson of the Company's Board or a member of the Company's Board is recalled/resigns from the position of Chairperson of the Board and/or a public servant is elected or recalled/resigns from the position of a member of the Board of another SE/SOE or ME /MOE in a collegial body, the remuneration of such a member of the Board of the Company is amended without a separate decision of the General Meeting of Shareholders of the Company, taking into account the amounts of remuneration of the members of the Board of the Company determined above by the decision of the General Meeting of Shareholders of the Company.

10.4. To amend the part of the decision of the Extraordinary General Meeting of Shareholders of the Company of 22 December 2022 "The determination of the amounts of remuneration for the members of the Board of LITGRID AB and the determination of the budget for the Board for the year 2023 and the subsequent years" and to determine, taking into account the remuneration amounts to be paid to the Board Members of the Company, that:
10.4.1. total annual budget for the year 2024 for the remuneration of the Board Members of the Company and additional expenses of the Company intended to ensure the activities of the Board is 129 360 Eur;

10.4.2. as long as the amounts of remuneration of the Board Members and the principles of determining the remuneration of the Board Members set out in points 10.2 and 10.3 of this decision are in force, the budget of the Company's Board activity for the relevant year is determined and/or changed automatically (without the adoption of separate decisions of the General Shareholders' Meeting), taking into account the requirements of such budgeting and (or) at the time of the change, the positions held by the Board Members of the Company who meet the criteria set out in the Remuneration Guidelines and, accordingly, the amounts of remuneration to be paid according to them, as well as additional costs intended to ensure the regulation of the Board's activities, if the Company does not apply for a change in the size of the budget for the activities of the Board.

ANNEXES:

1. The recommendation of the Remuneration and Nomination Committee of UAB EPSO-G regarding the composition of the LITGRID AB Board.

     2. Press release.

More information:
Jurga Eivaitė
Communications Project Manager
+370 613 19977
jurga.eivaite@litgrid.eu

Attachments

• RNC recommendation on LG Board_EN
• Press release - Litgrid Board