EPSO-G, UAB THE TAKEOVER BID CIRCULAR REGARDING THE SHARES OF AB AMBER GRID 1. Conditions of the takeover bid 22 May 2014 UAB EPSO-G, legal entity code 302826889, office address Juozapavičiaus g. 13, Vilnius (hereinafter - the Offeror), the shareholder of AB Amber Grid (hereinafter - the Company), on 21 May 2014 acquired more than 1/3 of the shares of the Company and together with the previously acquired shares of the Company owns 100 991 957 (one hundred million nine hundred and ninety-one thousand nine hundred and fifty-seven) ordinary registered non-certificated shares of the Company with a nominal value of 1 LTL (one litas), comprising 56.6% of all shares of the Company and votes conferred by the shares at the General Meeting of Shareholders of the Company. By 21 May 2014 the Offeror owned 31 575 724 (thirty one million five hundred and seventy-five thousand seven hundred and twenty-four) ordinary registered noncertificated shares of the Company with a nominal value of 1 LTL (one litas), which conferred 17.7% of the votes at the General Meeting of Shareholders of the Company. The Offeror acting in accordance with Article 31 of the Law on Securities of the Republic of Lithuania announces the takeover bid to buy up the remaining ordinary registered non-certificated shares of the Company with a nominal value of 1 LTL (one litas). On the date of execution of the circular, the remaining number of shares is 77 390 557 (seventy-seven million three hundred ninety thousand five hundred fifty-seven) shares. The price of the takeover bid: 0.762 EUR (which is approximately 2.63 LTL) for 1 (one) ordinary registered share of the Company. The settlement for the Company s shares being bought-up shall be made in cash. 2. Name, legal form, legal entity code, office address, telephone and fax numbers, e-mail and website address of the company the shares whereof is subject to the takeover bid Name: AB Amber Grid Legal form: public limited liability company Legal entity code: 303090867 Office address: Savanorių pr. 28, Vilnius Tel: (8 5) 236 0855 Fax: (8 5) 236 0850 Email: info@ambergrid.lt Website address: www.ambergrid.lt 3. Details of the offeror 3.1. name, last name, home address, telephone and fax numbers of the offeror (where the offeror is a natural person): 3.2. name, legal form, legal entity code, office address, telephone and fax numbers, e-mail and website address of the offeror (where the offeror is a legal person): Name: UAB EPSO-G Legal form: private limited liability company 1
Legal entity code: 302826889 Office address: Juozapavičiaus g. 13, Vilnius Tel: 8 698 21769 Email: info@epsog.lt 3.3. name, last name, home address, telephone and fax numbers of the representative of the offeror (where the representative is a natural person): 3.4. name, office address, legal entity code, telephone and fax numbers of the representative of the offeror (where the representative is a legal person): 4. Person counselling the offeror (name of legal entity) 5. Duration of implementation of the takeover bid (in days) 14 (fourteen) calendar days 6. The number of shares issued in accordance with the type, class, ISIN code, their nominal value and the number of shares owned by the company the shares whereof is subject to the takeover bid By the date of execution of this circular the Company has issued 178 382 514 (one hundred and seventy-eight million three hundred and eighty-two thousand five hundred and fourteen) ordinary non-certificated shares with a nominal value of 1 LTL (one litas) each. ISIN code of shares: LT0000128696, AMG1L. On the date of execution of this circular the Company does not own its shares. 7. lnformation about the admission of the securities of the company, the shares whereof is subject to the takeover bid, for trading on a regulated market All ordinary registered shares of the Company (ISIN code: LT0000128696) are included into the NASDAQ OMX Vilnius Secondary List. 8. The minimum and maximum number of securities of the company, the shares whereof is subject to the takeover bid, by type, class, and ISIN code intended to be bought-up. If the owners of the securities of the company, the shares whereof is subject to the takeover bid fail to submit the number of securities intended to be bought-up, the takeover bid shall be considered not to be held (to be completed when announcing a voluntary takeover bid) 9. The number of securities of the company, the shares whereof is subject to the takeover bid, by type, class, and ISIN code, and the number of votes (%) granted by the securities which 9.1. the offeror owned (owns) at the General Meeting of Shareholders of the company, the shares whereof is subject to the takeover bid, at the moment of exceeding the threshold of the 1/3 of the votes and on the date of execution of this circular (to be completed when a mandatory takeover bid is submitted); which the offeror owns on the date of execution of this circular (to be completed when a voluntary takeover bid is announced) 2
On the date of execution of this circular the Offeror owns 100 991 957 (one hundred million nine hundred and ninety-one thousand nine hundred and fifty-seven) shares of the Company, granting 56.6% of the votes at the General Meeting of Shareholders of the Company. 9.2. each of the persons acting in concert in the General Meeting of the company, the shares whereof is subject to the takeover bid, owned (owns) at the moment of exceeding the threshold of the 1/3 of the votes and on the date of execution of this circular (to be completed when a mandatory takeover bid is submitted); which each of the persons acting in concert owns on the date of execution of this circular (to be completed when a voluntary takeover bid is announced) 9.3. persons referred to in paragraphs 9.1-9.2 shall have the right to acquire securities of the company, the shares whereof is subject to the takeover bid, on its own initiative and under a valid agreement 9.4. third parties has entrusted securities to persons referred to in paragraphs 9.1-9.2 which shall have the right, at their discretion, to exercise the voting rights granted by the securities 10. Type, class, ISIN code (if any) and the number of securities issued by the offeror and owned by the company, the shares whereof is subject to the takeover bid, and the number of votes held by the company, the shares whereof is subject to the takeover bid, at the General Meeting of Shareholders of the offeror The Company holds no securities issued by the Offeror. The Company holds no votes at the General Meeting of Shareholders of the Offeror. 11. The method of payment for the bought-up securities of the company the shares whereof is subject to the takeover bid (cash, securities or combination of cash and securities) The settlement for the Company s shares being bought-up shall be made in cash. The payment will be made in euro. 12. The price (the exchange rate if settled in securities or in a combination of cash and securities, namely the number of cash and securities offered for exchange per one bought-up security of the company the shares whereof is subject to the takeover bid) at which the securities of the company, the shares whereof is subject to the takeover bid, will be bought-up (the price of the takeover bid). In the event of the voluntary takeover bid, when the settlement is made in securities, the price must be also expressed in cash The price of the takeover bid: 0.762 EUR (which is approximately 2.63 LTL) for 1 (one) ordinary registered share of the Company. 13. Pricing methodology of the securities of the company, the shares whereof is subject to the takeover bid, being bought-up and the price justification In accordance with paragraph 1 of Article 34 of the Law on Securities of the Republic of Lithuania, the price of the mandatory takeover bid must be fair and shall be not lower than the highest price of the securities acquired by the Offeror in the course of 3
12 months before the exceeding of the threshold of the 1/3 of the votes, and shall be not lower than the average weighted price of a regulated market and the multilateral trading facility in six months prior to the date of exceeding the established threshold when the securities concerned are traded on a regulated market and the multilateral trading facility. On 21 February 2014 the Ministry of Energy, as the sole shareholder, when implementing the Resolution No. 120 On Investing the State Property and Increasing Companies Authorized Capital of the Government of the Republic of Lithuania of 12 February 2014, made a decision to increase the authorized capital of the Offeror by additional contributions to be paid-up by property non-cash contribution - state-owned shares of Akcinė bendrovė Amber Grid - for newly issued shares of the Offeror. In such way 31 575 724 (thirty one million five hundred seventy five thousand seven hundred twenty four) ordinary registered non-certificated shares of the Company with a par value of LTL 1 (ones litas) were transferred to the ownership of the Offeror, granting 17.7% of votes in the Company s General Meeting of Shareholders. The value of the contribution was LTL 77 516 533.14, i.e. LTL 2.455 or EUR 0.711 per one ordinary registered share of the Company. The Offeror exceeded the threshold of 1/3 of votes in the Company s General Meeting of Shareholders on 21 May 2014 when it acquired, on the basis of the share purchase agreement dated 21 May 2014 from E.ON Ruhrgas International GmbH 69 416 233 (sixty nine million four hundred sixteen thousand two hundred thirty three) ordinary registered shares of the Company granting 38.91% votes in the Company s General Meeting of Shareholders. The Offeror paid for all the shares of the Company acquired from E.ON Ruhrgas International GmbH EUR 49 757 419 (which amounts to approximately LTL 171 802 416.32), i.e. approximately EUR 0.717 (which is approximately LTL 2.48) per one ordinary registered share of the Company. During the period of 5 months till 21 May 2014 (excluding this day) the average weighted market price of shares issued by the Company was EUR 0.762 (which is approximately LTL 2.63) per one ordinary registered share of the Company. 14. Information about securities offered in exchange 14.1. name of the issuer of these securities, its legal form, legal entity code, office address, website: 14.2. characteristics of these securities (type, class, ISIN code, nominal value, etc.): 14.3. number of securities offered in exchange held by the offeror: 14.4. in which regulated market operating in a Member State of the European Union is trade in these securities permitted: 14.5. where can the securities prospectus and other information be read: 15. Information on sources of funding of the take-over bid (whether own or borrowed funds will be used for the implementation of the take-over bid; how is the repayment of borrowed (lent) funds ensured: by a guarantee, warranty, pledge (mortgage) of assets; indicate the lender, guarantor, warrantor, holder of the pledge (mortgagee), etc.) 4
Own funds of the Offeror and borrowed funds will be used for the implementation of the take-over bid. Up to 6.3 percent of shares of AB Amber Grid will be paid from own funds of the Offeror, while the remaining shares of AB Amber Grid (37.1 percent) will be paid by using borrowed funds. The lender is SEB bank. The loan shall be ensured by pledging the shares held in AB Amber Grid. 16. Offered compensation for all losses of holders of the rights incurred during the implementation of requirements of part 1-5 of Article 36 of the Law (method for setting a compensation, method of payment) 17. Circumstances determining the implementation of the take-over bid directly not dependent on the offeror The Offeror is not aware of such circumstances. 18. Plans and intensions of the offeror related to the company, the shares whereof is subject to the takeover bid, if the take-over bid was implemented 18.1. continuity of areas of operations of the company the shares whereof is subject to the takeover bid: The Offeror does not plan to change areas of operations of the Company. 18.2. restructuring (change of management structure), reformation, reorganization or liquidation: The Company s restructuring (change of management structure), transformation, reorganization or liquidation is not planned in the nearest future. 18.3. policy in respect of employees: The Offeror does not plan to change the policy in respect of employees in the nearest future. 18.4. policy in respect of managers: The Offeror does not plan to change the policy in respect of managers in the nearest future. 18.5. capital-raising policy: The Offeror does not plan to change the capital-raising policy in the nearest future. 18.6. dividend policy: The Offeror does not plan to change the dividend policy in the nearest future. 18.7. planned changes of Articles of Association of the company the shares whereof is subject to the takeover bid: The Company s Articles of Association will be amended in order to ensure the compliance with the requirements of the Law on Enterprises and Facilities of Strategic Importance to National Security and Other Enterprises Important for Ensuring National Security of the Republic of Lithuania. 18.8. special benefits, incentive systems, etc., planned for managers of the company the shares whereof is subject to the takeover bid: 5
The Offeror does not plan to change the incentive system of managers in the nearest future. 19. A written agreement establishing rights and obligations of persons acting in concert, also, liability for non-compliance of the obligations in the performance of rules on the preparation and approval of the take-over bid circular and the implementation of the take-over bid 20. Written agreements with other persons on voting in the general meeting of shareholder of the company the shares whereof is subject to the takeover bid 21. Law governing agreements made between the owners of securities of the offeror and the company the shares whereof is subject to the takeover bid related to the take-over bid and competent courts Agreements of the Offeror and the Company related to the take-over bid will be subject to the regulation of law of the Republic of Lithuania. Disputes shall be examined by the competent courts of the Republic of Lithuania. 22. Data about the offeror 22.1. whether the offeror (a natural person) has not been imposed administrative fines for breach of laws governing securities market during the period of the past 5 years: 22.2. whether the offeror s (a natural person s) record has no unexpunged conviction for crimes against property, operating procedure, finances: 23. Information about court and arbitration procedures in progress that have or may have an essential impact on the activities and financial position of the offeror There are no court and arbitration procedures that have or may have an essential impact on the activities and financial position of the Offeror in progress. 24. Sources where the offeror plans to publish information about the take-over bid and the implementation thereof: The Offeror intends to publish information about the take-over bid and the implementation thereof in Verslo Žinios and via NASDAQ OMX Vilnius information system. 25. Other information at the discretion of the offeror: On 19 May 2014 the Offeror received a permit of the Competition Council of the Republic of Lithuania to engage in concentration procedure by acquiring up to 100 percent of the Company s shares and gaining sole control of the Company. 26. Confirmation of persons having prepared the take-over bid circular and responsible for the information provided therein that information presented in this circular is true and no essential data that could affect opinion of owners of the securities about the take-over bid has been omitted: 6
By signing this circular, the Head of the Offeror confirms that information presented in this circular is true and no essential data that could affect opinion of owners of the securities about the take-over bid has been omitted. CEO of EPSO-G, UAB /signature/ Virgilijus Poderys Date of execution: 22 May 2014 7