TABLE OF CONTENTS

1. OVERVIEW ................................................................................................................................................................ 6

2. BUSINESS ENVIRONMENT ................................................................................................................................... 14

3. STRATEGY .............................................................................................................................................................. 19

4. OPERATIONS ......................................................................................................................................................... 28

5. FINANCIAL RESULTS ............................................................................................................................................. 41

6. RISKS AND RISK MANAGEMENT ......................................................................................................................... 49

7. MANAGEMENT REPORT ...................................................................................................................................... 55

8. INFORMATION ON SUSTAINABILITY MATTERS ................................................................................................ 73

9. SIGNIFICANT EVENTS DURING THE REPORTING PERIOD ............................................................................. 161

10. ANNEXES .............................................................................................................................................................. 162

Foreword by the Chair of the Board

Dear all,

Lithuania's energy sector is in an increasingly strong position on the path to transformation. The changes

underway are laying a strong foundation for the country's economic development. Amber Grid has a key

role to play in implementing Lithuania's energy vision. It ensures the reliability and security of the national

gas transmission network and is leading the creation and development of the future energy infrastructure.

Biomethane producers continue to be integrated into the grid, and the green hydrogen corridor is being

rapidly developed with partners in Northern Europe and the Baltics. The company has already laid the

foundations for the development of green energy, so it is crucial to keep up the momentum and to jointly

explore new opportunities to strengthen the country's and region's energy security.

In 2024, Amber Grid's Board was reconstituted with two independent members from Denmark and

Germany. It is encouraging that colleagues working and living in European countries are sharing their

international experience and promoting the development of Lithuania's energy sector. Their contribution

to a positive change in Amber Grid is highly appreciated. Together, we are striving for this company to

successfully initiate new green energy-related activities while ensuring the smooth and efficient

operation of the existing gas infrastructure, thus, strengthening Lithuania's energy security and

independence. The aim of the entire Board is to help the company to organize its business in a way that

adapts to the changing industrial environment, ensuring its leadership in the sector while maintaining

long-term goals.

Last year, as part of the new energy group EPSO-G, Amber Grid developed an integrated strategy until

2035. We have to work and live in times when geopolitical tensions are increasing the pressure on energy

security and supply chains. Security is therefore one of the key thrusts of the strategy for the ten years

ahead, which focuses on uninterrupted energy transmission, while strengthening the physical and cyber

protection of system facilities.

On the other hand, Lithuania's energy independence will only be secured when we become an energy-

exporting country. The European hydrogen network is one of the key points for future development to

enable significant green energy flows between northern and western Europe. Amber Grid's specialists

have many years of experience in the development of large-scale energy infrastructure projects, so I am

optimistic and believe that the company will work purposefully and successfully on the new energy

projects, such as the planned development of the CO2 network, the installation of the hydrogen corridor

and the replacement of gas compressors with electric ones. As we look to future projects, it is necessary

to keep in mind the current situation. The company must continue to optimize the gas transmission

infrastructure developed to date, both in terms of security and efficiency.

Transforming energy is not just about infrastructure change, but also about building and maintaining

strong partnerships. Amber Grid strives to be a reliable partner in the market. And while there is a growth

in this area, as evidenced by ongoing customer surveys, we will continue to improve the experience, be

even faster, provide user-friendly tools and deploy business solutions that meet our customers' needs.

We are committed not only to delivering services, but also to becoming an active partner to our customers,

helping them to adapt to a changing environment and to take full advantage of modern energy.

I thank the people of Amber Grid for a successful past year and wish the company to move forward with

confidence, to grow its new energy competences, to strengthen the Baltic energy industry and to create

benefits for Lithuania in a rapidly changing energy sector.

Yours faithfully

Paulius Butkus

Chairman of the Board of Amber Grid

CEO’s Foreword

Dear colleagues, partners and customers,

In this Amber Grid management report, we provide you with a detailed picture of what we have

accomplished over the past 2024, describing our operating principles, the values we are guided by, and

disclosing information about the most important operational and financial indicators. Having been the

head of this unique company for five years, I always draw attention in reports to the large amounts of

energy transmitted by the gas transmission system we manage. In 2024 this number was lower, but still

impressive, we transported 55 terawatt-hours of gas through the gas transmission network. Gas flows

daily through the 2,300 kilometer gas pipeline installed in the territory of Lithuania, which is extremely

necessary for Lithuania and neighboring countries. And since 2022, when we connected to Poland via the

GIPL gas pipeline, we have been transporting gas to any European country that has purchased it. We see

that natural gas remains a key resource in ensuring energy security and industrial needs, and the peak gas

demand in Lithuania, reaching 120 GWh per day demonstrates the need for reliable and sufficient

infrastructure.

Last year, the amount of gas transmitted through our infrastructure was slightly lower for obvious

reasons – the Balticconnector gas pipeline between Finland and Estonia was still out of service for the

first four months after it was intentionally damaged in the fall of 2023. In addition, in 2024, for the first

time in history, the Klaipėda LNG terminal underwent a technical inspection, which caused the terminal

to be shut down for more than a month. Despite these infrastructure challenges, gas consumers in the

region were supplied on time and without disruption.

Assessing the daily changing geopolitical situation in the world, we first of all turn our attention to the

security and reliability of the gas transmission system. The availability of energy resources and energy

security ensure the sustainability of the state's development. Therefore, we constantly carry out

technical inspection, maintenance and reconstruction of the system. In the integrated strategy approved

in 2024, we have foreseen investments until 2035 that will need to be poured into the reconstruction and

maintenance of the gas transmission network created so far. We plan that investments in the existing

network will amount to about 200 million euros, and all investments in new energy, which we plan to

develop in the activities of Amber Grid, will amount to more than 3 billion euros. For this, we have planned

to allocate our own funds and attract external investments until 2035.

These ambitious goals would not be achieved alone. Therefore, I highly appreciate Amber Grid being part

of the EPSO-G group of companies. Together we can do much more than one. Cooperation and synergy

between the group's companies bring much more benefits than working in separate spheres.

During 2024, the company made particular progress in planning the implementation of the North-Baltic

Hydrogen Corridor (NBHC) project. In the hydrogen project, we conducted a pre-feasibility study in 2024

and, together with five other partners - Finland, Estonia, Latvia, Poland and Germany, we began preparing

a feasibility study that will lead us to the design stage of the hydrogen pipeline. We are pleased to have

received CEF funding for the studies, so we are rapidly moving towards the implementation of this project,

which is important for both the state and European energy. Also, last year another idea emerged and is

already taking the form of a project – to create a CO2 transportation system in Lithuania. This would be

another step towards establishing new energy in our country and creating benefits for business

development and society.

In 2024, two biogas producer systems were connected to the Amber Grid transmission network.

Biomethane from two other biogas producing power plants that are not connected to the grid is

transported to the pipeline by tankers. The result of 2024 is that around 130 GWh of biomethane was

accepted into our system and the company issued guarantees of origin for this gas. We are working

intensively with new customers - we plan to connect 6 biogas producers in 2025.

With Amber Grid increasingly focusing on sustainable operations, we have started to assess more

sustainability indicators. The company aims to comply with the best sustainability management practices

and principles, ensuring that sustainability aspects are integrated into strategic decisions and daily

operations. Our sustainability report is prepared voluntarily, aiming to comply as closely as possible with

European sustainability reporting standards.

Looking ahead to 2024, I would like to say #ThankYou to Amber Grid colleagues for your dedication, loyalty

to the energy industry and professionalism. I also say #ThankYou to our customers, partners and

shareholders for their trust and support. I know that 2025, which has already begun, will be full of new ideas

and, at the same time, challenges, but by working together we will overcome them with courage and be

even stronger!

Yours faithfully

Nemunas Biknius, Chief Executive Officer of Amber Grid

1. OVERVIEW

The Consolidated Management Report covers the reporting period for the year 2024.

1.1. BASIC DETAILS

Company name

Amber Grid AB (hereinafter “Amber Grid” or the “Company”)

Legal form

Public limited liability company

Date of registration and name of register

25 June 2013, Register of Legal Entities

Legal entity code

303090867

Manager of the Register of Legal Entities

State Enterprise Centre of Registers

Issued capital

EUR 51,730,929.06

LEI code

097900BGMP0000061061

Registered office address

Laisvės ave. 10, LT-04215 Vilnius, Lithuania

Phone

+370 5 236 0855

Email address

info@ambergrid.lt

Website

www.ambergrid.lt

Amber Grid is the gas transmission system operator in Lithuania, which ensures reliable and safe

transporting of natural gas to its consumers through high pressure gas pipelines. The Company is

responsible for the operation, maintenance and development of the Lithuanian gas transmission

infrastructure consisting of a network of nearly 2,300 km-long gas pipelines and two gas compressor

stations. A well-developed gas transmission infrastructure in Lithuania is convenient for transporting

large volumes of energy to Poland, the Baltic States and Finland.

The Company has implemented two strategic energy projects, i.e. GIPL and ELLI, which interconnected

the gas transmission systems of Poland and Lithuania, and fostered integration of the Baltic and Finnish

gas markets into the pan-European gas trading market.

As part of its decarbonisation goals, Amber Gird takes active measures to look into innovative

technological and market solutions and to facilitate adaptation of the Lithuanian gas transmission system

to transporting green gas, including hydrogen. Amber Grid also administers the National Register of

Guarantees of Origin for gas produced from renewable energy sources (RES).

Amber Grid is a part of the EPSO-G UAB group of companies (hereinafter “EPSO-G” or the “EPSO-G Group”).

EPSO-G is a state-owned group of energy transmission and exchange companies, and EPSO-G UAB acts

as a holding company of the EPSO-G Group, with its shareholder’s rights and obligations implemented by

the Ministry of Energy of the Republic of Lithuania. For more information about EPSO-G UAB and the EPSO-

G Group, see www.epsog.lt.

Amber Grid holds 34% of shares in the GET Baltic UAB gas exchange. GET Baltic, a part of the EEX gas

exchange, undertakes and develops gas exchange trade in Lithuania, Latvia, Estonia and Finland. For more

information about GET Baltic, see www.getbaltic.com.

The Company has no branches and representative offices.

1.2. PERFORMANCE INDICATORS

The Company’s performance indicators in 2022–2024

2024

2023

2022

Quantity of gas transported to domestic exit point and used for own needs,

GWh

16,947

14,913

15,576

Quantity of gas transported to adjacent transmission systems

, GWh

38,361

46,326

48,213

Number of systems users at the end of the period

127

122

Length of main gas pipelines, km

2,288

2,285

Gas distribution stations and gas metering stations (number of units)

Number of employees at the end of the period

345

327

1.3. SIGNIFICANT EVENTS

On 3

January, the European Gas Transmission System Operators Gasgrid Finland (Finland),

Elering (Estonia), Conexus Baltic Grid (Latvia), Amber Grid (Lithuania), GAZ-SYSTEM (Poland)

and ONTRAS (Germany) participating in the international project for the creation of the

Nordic-Baltic Hydrogen Corridor (NBHC) signed a contract on the pre-feasibility study on the

The transmission systems in Latvia, Poland and the Kaliningrad Region

VISION

MISSION

An environmentally friendly, innovative energy

company in the integrated European gas network.

To develop the system that enables

competition and the use of climate-friendly

energy.

January

green hydrogen corridor. AFRY Management Consulting, the winner of the tender, will analyse

the conditions for the development of cross-border hydrogen infrastructure from Finland,

through the Baltic countries and Poland to Germany, as well as green hydrogen trends in the

region. The study, which will provide a comprehensive, fact-based framework to allow the

optimal decisions to be made, is scheduled to be prepared in June 2024.

On 26

of January, the ELLI project, a joint partnership between Amber Grid and Latvian gas

transmission and storage system operator Conexus Baltic Grid, has been officially completed.

The project increases the interconnection capacity in both directions, strengthening the

security of natural gas supply in the region. The ELLI project was included in the BEMIP gas

priority corridor in the list of projects of common interest adopted by the European

Commission, and co-financed by the European Union.

On 1

of February, A new electronic system for the registry of guarantees of origin of green

gas, administered by Amber Grid, was launched. It provides green electricity producers, users

and other market participants with a safe, reliable and easy access to data on the guarantees

of origin. The system is accessible via Certigy platform created by a Czech company Unicorn

Systems. The Guarantee of Origin Register allows market participants to create their own

accounts, easily manage the guarantee of origin processes, monitor real-time guarantee of

origin balances, transaction statistics, etc.

On 11

of April, Amber Grid filed a lawsuit against Alvora, the contractor for the construction

of the GIPL gas pipeline, for damages for deficient performance of the GIPL construction

contract. The damages amount to EUR 10.6 million. These funds are necessary to remedy the

defects that occurred during the contracting of the project, including the replacement of

parts of the pipeline and related technological processes.

On 28

of April, the Nordic-Baltic Hydrogen Corridor was granted the status of the project of

common interest (PCI) by the European Commission.

On 30

of April, Amber Grid’s General Meeting of Shareholders elected new members of the

Company’s Board. Peter Loof Helth and Alexander Feindt were elected as independent

members of the Board for the remaining term of office. Darius Kašauskas was elected and

Paulius Butkus was re-elected as members of the Board, nominated by the parent company

EPSO-G. As well as, Karolis Švaikauskas was re-elected as a civil servant member.

On 30

of April, the ordinary General Meeting of Shareholders of Amber Grid resolved to

distribute the Company’s profit for 2023 and to grant a dividend of EUR 0.1131 per share. In

total, EUR 13.4 million in dividends was paid.

On 10

of May, Paulius Butkus, a member of the Board of Amber Grid and Head of Development

and Innovation at EPSO-G Group, was elected as Chairman of the Board at the meeting of the

Board of Amber Grid. At the EPSO-G Group of companies, P. Butkus is responsible for strategy,

innovation development, data analytics and management, and development of other

activities.

On 21

of May, Amber Grid set gas transmission service prices for 2025. The prices are based

on the maximum permissible regulated revenues approved by the National Energy Regulatory

February

April

May

Council (NERC). The average price for transmission services for Lithuanian consumers in

2025 will increase by 7.4% to EUR 1.60/MWh compared to the 2023 price for Lithuanian

consumers (1.39 EUR/MWh). The gas transmission service price makes up only a few percent

of the final price paid by consumers for gas.

On 6

of June. As part of the planned integration of GET Baltic into EEX, a further step will be

taken to transfer gas trading in the Baltic states and Finland to the EEX platform. It is planned

that by the end of first quarter of 2025, GET Baltic's customers will trade gas on EEX’s trading

platform. While GET Baltic team will remain to serve the local customer base and further

develop the product offering in line with market needs.

On 14

of June, the Company received NERC’s resolution confirming the investigation report

on the accident in the main gas pipeline Panevėžys–Riga of Amber Grid, located at Valakėliai,

Pasvalys district on 13 January 2023. The investigation found that the principal cause of the

accident was a poor quality welding joint from the construction period.

On 17

of June, nine gas transmission system operators (TSOs) in the countries around the

Baltic Sea have signed a Memorandum of Understanding (MoU) which aims to coordinate and

facilitate hydrogen infrastructure and also to foster hydrogen market development in the

Baltic Sea region. The MoU establishes and implements the cooperation between TSOs. The

parties of the MoU are Polish GAZ-SYSTEM, Estonian Elering, Danish Energinet, Finnish

Gasgrid Vetyverkot, Lithuanian Amber Grid, Swedish Nordion Energi, German GASCADE

Gastransport, Latvian Conexus Baltic Grid and German ONTRAS Gastransport.

On 18

of June, Amber Grid’s General Meeting of Shareholders approved provision of aid to

Ukraine’s energy sector. Amber Grid will send a humanitarian aid package, consisting of five

generators and ten gas pipeline reinforcement couplings, to Ukraine’s energy sector. The

total value of the humanitarian aid is almost EUR 108 thousand.

On 28

of June, the NBHC study has been completed. It identifies a possible trajectory for a

hydrogen pipeline through the six Member States of the project, the preliminary technical

characteristics of the pipeline, and the hydrogen compression capacities for different time

periods up to 2050. The project partners are continuing their activities and preparing the

documentation for the CEF application, which will request support to carry out in-depth

feasibility studies and pre-project solutions in each of the participating countries. The

deadline for the application is October 2024.

On 1

of July, Amber Grid submitted a 10-year network development plan for the gas

transmission system operator to NERC following a public consultation in June Key elements

of the plan include: upgrading existing gas infrastructure, ensuring security, increasing

resilience to crisis situations, developing alternative energy sources, integrating renewable

energy, developing a hydrogen transport network, synergies between the gas and electricity

sectors, and reducing greenhouse gas (GHG) emissions.

On 26

of July, NERC set the weighted average cost of capital (WACC) to be applied to

Amber Grid from 2025. The WACC will increase from 5.04 to 5.63%.

On 5

of August, the EU legislative package, approved on 13 June 2024, to decarbonise the

EU gas market by facilitating the uptake of renewable and low carbon gases, including

hydrogen, while ensuring security of supply and affordability of energy for all citizens in the

June

July

August

EU, was adopted (Regulation (EU) 2024/1789 of the European Parliament and of the Council

of 13 June 2024 on the internal markets for renewable gas, natural gas and hydrogen and

Directive (EU) 2024/1788 of the European Parliament and of the Council of 13 June 2024 on

common rules for the internal markets for renewable gas, natural gas and hydrogen).

On 4

of August, on 13 June 2024, Regulation was adopted on methane emission reduction

in the energy sector laying down rules on the accurate measurement, quantification,

monitoring, data reporting and verification of methane emissions in the EU energy sector, as

well as on the reduction of methane emissions, including leak detection and repair surveys,

repair obligations and restrictions on venting and flaring, and on the means to ensure

transparency of methane emission reporting (Regulation (EU) 2024/1787 of the European

Parliament and of the Council of 13 June 2024 on the reduction of methane emissions in the

energy sector).

On 13

of August, Amber Grid received the notification from the National Energy Regulatory

Council (NERC) regarding the sanctioning process initiated against Amber Grid by NERC for

deficiencies identified in the inspection report on the GIPL construction.

On 9

of September, operators of the Ontras gas transmission system of Lithuania, Finland,

Estonia, Latvia, Poland and Germany successfully completed the preliminary feasibility study

of the Nordic Baltic Hydrogen Corridor (NBHC). The significant study, that was started in

January 2024, examines the main conditions for the development of the NBHC project. The

project aims to create opportunities for the transportation of green hydrogen between the

six countries.

In October, a second biomethane injection point in Lithuania become operational,

connecting a biomethane plant owned by the Agrokoncernas group of companies. Green

biogas produced from Agrokoncernas’ agricultural raw materials is delivered through the

main gas pipelines, and the technical intake capacity will allow the transport of more than 21

gigawatt hours (GWh) of biomethane every year.

On 18

of November, the General Meeting of Shareholders of Amber Grid approved the

Company’s proposal to transfer 55 vehicles and 4 generators to Ukraine. The total value of

the humanitarian aid is almost EUR 62 thousand. Part of the aid was transferred in autumn

2024, another is planned to be delivered in 2025.

On 18

of November, the NBHC project partners applied for funding under the Connecting

Europe Facility (CEF).

On 22

of November, NERC imposed a EUR 81 thousand fine on Amber Grid for deficiencies

identified in the construction inspection report.

On 29

of November, Amber Grid received NERC’s for a ten-year country’s gas transmission

network development plan. The plan envisages investments in the development of the gas

transmission system up to 2033 in order to achieve the strategic objectives of the European

Union and Lithuania in the gas sector. The gas transmission network is expected to require

investments of around €201 million over the next decade, of which, the investments over the

next five years will amount to around EUR 138 million.

September

October

November

On 27

of December, NERC approved the security component, with the effect from 1 January

2025, which for the first time is set negative (-25.55 EUR/MWh/day/year). Acting as the

administrator of the LNGT funds and in accordance with the description of the procedure for

the administration of the LNGT funds, as amended by NERC, the Company will have to repay

the LNGT funds to their payers (transmission system users) in 2025.

On 11

of December, Amber Grid signed the design, equipment supply and contracting work

contract with MT Group, the energy infrastructure project development company, for the

reconstruction of the Elektrėnai gas distribution station. The value of the contracting work is

EUR 2.6 million. The reconstruction of the station is expected to be completed by mid-2026.

On 12

of December, the European Gas Transmission System Operators (TSOs) of Finland,

Estonia, Latvia, Lithuania, Poland and Germany’s ONTRAS announced the start of the

feasibility study phase for the Nordic-Baltic Hydrogen Corridor (NBHC). These studies will

focus on various crucial aspects including pipeline routing, compressor stations planning,

financial and economic analysis, environmental and safety permitting issues as well as

investigations on an implementation timeline. These studies are expected to run until mid-

2026.

On 16

of December, NERC published public consultation on the reference price

methodology for determining the tariffs of services provided by Amber Grid, effective for

2026 and subsequent periods. Some of the envisaged pricing amendments are also driven by

the provisions of the Regulation on Decarbonisation, adopted in mid-2024. This public

consultation closes on 14 February 2025.

EVENTS AFTER THE REPORTING PERIOD

13 January 2025. Approaching the end of the 5-year term of the current CEO of Amber Grid and following

the decision of the Board, the selection of candidates for the position of the Company's CEO was

announced.

On 15 January 2025, the Board of Amber Grid approved the Company’s Strategy 2035, which foresees that

the Company’s investments will amount to EUR 3.3 billion over the next ten years. The largest amount of

the investment will be in new infrastructure for the development of renewable energy, such as a green

hydrogen corridor. It will also include the development of the carbon dioxide (CO2) transportation

ecosystem, upgrading the existing gas transmission network and making it more resilient. The

investments will be financed through a mix of financing sources, with the bulk of the funding coming from

the European Union and international funds, and optimising the structure of debt and equity capital of the

Company.

On 17

January 2025, in implementing NERC obligation to inspect safety of the GIPL gas interconnection,

the experts confirmed that the GIPL gas pipeline is safe to operate. GIPL’s security check was carried out

in November - December, 2024 by JSC Inspecta Latvia, which won the public tender.

On 4 February 2025, the European Commission has announced to allocate co-financing from the

Connecting Europe Facility (CEF) to cross-border energy infrastructure projects under the Trans-

European Networks for Energy (TEN-E) framework. Nordic Baltic Hydrogen Corridor (NBHC) stands out

with a EUR 6.8 million grant to support its feasibility study phase.

December

1.4. MEMBERSHIP

The Company has membership in the following organisations: European Network of Transmission System

Operators for Gas ENTSOG (www.entsog.eu), Association Polish and Lithuanian Chamber of Commerce,

National Lithuanian Energy Association, Lithuanian Liquefied Natural Gas (LNG) Platform, EASEE-gas

Association, European Renewable Gas Registry (ERGaR), European Clean Hydrogen Alliance, Lithuanian

Hydrogen Platform, Lithuanian Hydrogen Energy Association, association INFOBALT, European Hydrogen

Backbone initiative:

ENTSOG was established in accordance with Regulation No. 715/2009 of the European

Parliament and of the Council, as an organisation facilitating cooperation between the gas

transmission system operators at the European Community level.

Association Polish and Lithuanian Chamber of Commerce is a bilateral organisation for

economic cooperation between Lithuania and Poland. The Association collects

information for its members about the emerging business opportunities in both countries,

cooperates with organisations and individuals ensuring business management and

development, and organises conferences and events on various subjects.

The National Lithuanian Energy Association develops a common position of the energy

sector, represents the interests of its members with the state authorities, public and

international organisations, seeks to ensure development and improvement of electrical

energy and gas supply conditions for the domestic consumers, and promotion of progress

in the economic and technical energy sector.

The Lithuanian Liquefied Natural Gas (LNG) Platform partners seek to promote the use

of LNG as a new, cleaner and less noisy fuel in the sectors of transport, industry and others,

in order to build a single information and operation platform for all potential LNG market

participants.

EASEE-gas association was set up to develop and promote business practices to simplify

and streamline physical transporting of gas and trading across Europe.

The main purpose of ERGaR Association is to promote, develop and maintain a

trustworthy system that meets the EU regulatory requirements and enables cross-border

trade in certificates of origin for renewable gases via the European natural gas network

while preventing double sale and double counting of renewable gases.

Amber Grid is a member of the European Clean Hydrogen Alliance, which aims to assist

with the implementation of the goals of the EU Hydrogen Strategy in order to support the

scaling up of renewable hydrogen value chain across Europe.

LNG

ECH2A

Amber Grid is a member of the Lithuanian Hydrogen Platform set up under the Ministry of

Energy. The platform aims to help achieve the goals of the EU Hydrogen Strategy to create

a full-fledged and affordable renewable hydrogen value chain. It also promotes the use of

hydrogen as a clean fuel, energy source and carrier in the sectors of transport, industry

and others, as well as promotes engagement of local businesses and organisations in the

activities of the hydrogen value chain as they develop and manufacture products and

prove services for the domestic and external needs.

Amber Grid is a member of the Lithuanian Hydrogen Energy Association. The Association

joins the local scholars and business organisations and participates in the formation of

national, regional and EU policy and goals, including the preparation of strategy and

hydrogen development action plan during the legislative process of legal acts regulating

the hydrogen energy sector in Lithuania; also contributes to proposition of legislative

initiatives that would promote local development of hydrogen technology, thereby

ensuring cross-sector hydrogen integration and implementation of related technologies;

and promotes joined initiatives in research & development activities, innovations, etc.

Amber Grid is a member of association INFOBALT. INFOBALT is the information,

communication and technology sector association aiming to create the best conditions

for application of technologies, market expansion and export. In cooperation with partners

of this association Amber Grid develops a think tank cooperation platform of the energy,

science and IT field EnergyTech, which brings together energy companies, scientific

community and the most advanced and experienced IT and technology companies. The

EnergyTech platform develops in three directions: the bank of innovative ideas and the

centre of exportable competences; the area for like-minded professionals for an effective

dialogue to promote innovations in the energy sector; the leader bringing together the

local, regional and international community to ensure a sustainable energy of the future.

Amber Grid is the member of the European hydrogen development initiative European

Hydrogen Backbone, which operates as an independent working group within the Gas

Infrastructure Europe association. The members of the initiative devote their efforts to

the creation of the vision of the hydrogen transportation infrastructure across Europe and

contribute to the development of the green hydrogen market with their expert insights.

Amber Grid is the member of AIB, the organization uniting bodies issuing guarantees of

origin in Europe. AIB creates and develops a standardized system for the exchange of

guarantees of origin of energy among the bodies issuing guarantees of origin of the

European Union and the member states of the European Economic Area to ensure a

reliable, transparent and economical cross-border exchange of guarantees of origin of

energy.

In 2023, Amber Grid joined Oil & Gas Methane Partnership 2.0 (OGMP 2.0). This is the

United Nations Environment Programme’s (UNEP) flagship programme for oil and gas

reporting and environmental impact reduction. OGMP 2.0 is the only comprehensive,

measurement-based reporting framework for industry that improves the accuracy and

transparency of methane emissions reporting. OGMP 2.0 directly engages oil and gas

LHP

AIB

companies that have the power to address methane emissions. It helps them to better

understand their emission profiles and, most importantly, to use this knowledge to reduce

emissions in a cost-effective way, focusing their efforts on the largest emission sources.

In 2024, for the second year in a row, Amber Grid was awarded the Gold Standard Pathway

by OGMP 2.0.

In October 2024, the Ministry of Energy of the Republic of Lithuania, together with other

ministries, industrial companies, research institutions and universities, signed an

agreement to establish the CCS/CCUS platform. Amber Grid is one of the members of the

platform. The Platform was created to strengthen dialogue and cooperation on critical

issues related to carbon capture, utilisation and storage (CCS/CCUS) technologies in

Lithuania. The Platform will aim to promote the engagement of Lithuanian companies, the

public sector, and research institutions and universities in the activities of the carbon

capture, transport, storage and utilisation sector’s value chain, developing and

manufacturing products and services for the needs of Lithuania and other countries.

2. BUSINESS ENVIRONMENT

2.1. BUSINESS ENVIRONMENT AND FORECAST

In pursuit of full energy independence from the Russian gas, in response to Russia’s blackmailing of Europe

over energy and the outbreak of war in Ukraine, Lithuania has completely discontinued imports of Russian

gas: the Lithuanian gas transmission system has been operating without imported Russian gas since 1

April 2022. Lithuania’s entire gas demand is met through Klaipėda Liquefied Natural Gas (LNG) terminal,

and Santaka entry point for gas from Poland, and Kiemėnai entry point for gas from Latvia.

Gas is continued to be transported to the Kaliningrad Region by transit through Lithuania, however, in an

unusual technical mode, which ensures transmission of gas only to the extent necessary for the transit.

During 2024, 29.2 terawatt hours (TWh) of gas was supplied to Lithuania, excluding gas transported to the

Kaliningrad Region. This was by 21,4% less than 37.7 TWh of gas transported to Lithuania in 2023. The

pipeline connection to Latvia transported 9.9 TWh of gas for the needs of other Baltic States and Finland,

which is by 49,4% less than 19.1 TWh transported towards the Baltic States in 2023. The pipeline

connection to Poland transported 2.5 TWh of gas, which is by 21.3% less than 3.2 TWh transported towards

Poland in 2023.

Gas consumption in Lithuania in 2024 increased. In total 16.9 TWh of gas was consumed in Lithuania during

2024, which was 13.6% more compared to 2023, when the demand was 14.9 TWh of gas.

Klaipėda LNG terminal continues to be the most important source of gas supply for Lithuania and the Baltic

States.

During 2024, 23.9 TWh of gas or 80.6% was supplied from the terminal, 4.1 TWh or 14% – from Latvia, 1.5

TWh or 5% – from Poland, and 0.1 TWh from biogas producers, or 0.4% of total gas input. Klaipėda LNG

terminal capacity is fully booked until 2033, i.e. 33 TWh of capacity will be allocated to the terminal’s

customers each year.

From end-2022, biomethane produced in EU countries meeting sustainability criteria has been imported

to Lithuania. Guarantees of origin recognised in Lithuania were issued for this biomethane. In 2023, a total

of 40 GWh of biomethane was imported to Lithuania.

The guarantees of origin were also issued for the biomethane which been produced in Lithuania since the

summer of 2023. By the end of 2023, 47 GWh of biomethane had been produced in Lithuania and injected

into the Amber Grid system, and almost 130 GWh during 2024.

In 2024, two biogas producer systems were connected to the Company’s transmission network. From two

more biogas plants, which are not connected to the network, biomethane is transported to the pipeline by

tankers. Six biogas producers are planned to be connected in 2025.

In the context of fight against climate change, adoption of more stringent requirements of the EU

environmental policy, promotion and expansion of use of renewable energy sources, and more efficient

use of energy – all these factors will contribute to lower consumption of natural gas for energy purposes

and for the needs of the industry sector in Lithuania. However, due to the limited number of alternatives in

some of the industries and segments of the transport sector, and due to competitiveness while rendering

balancing, reservation services in the heat and electricity sectors, natural gas will play an important role

as a transitional source of energy in pursuance of pan-European and national goals to reduce greenhouse

gas emissions. At the same time, gas transported via the pipelines will change with an increasing share of

green gas: biomethane and gas generated through the process of conversion of green electricity – green

hydrogen and synthetic methane.

On 28 June 2024, the Parliament (Seimas) of the

Republic of Lithuania approved the resolution on the

approval of the National Climate Change Management

Agenda regarding the National Energy Independence

Strategy. In its NENS, Lithuania has set ambitious goals

that will contribute significantly to the implementation

of the United Nations’ 2030 Agenda for Sustainable

Development, and implementation of the goals set

forth in the Paris Agreement, and the goals set forth in

the EU’s 2030 Climate and Energy Framework. They aim

to increase the share of renewable energy sources

(including biomethane and other RES-produced gases)

in the country’s total final energy consumption: The Law on Energy from Renewable Sources of the

Republic of Lithuania sets a target of at least 55% of renewable energy sources in the country’s total final

energy consumption by 2030, with a further increase in this share.

In Lithuania, similarly as in the EU, it is expected that natural gas will remain an important energy source at

the time of transition to a low-carbon economy. The domestic annual demand for natural gas will reach

around 17 TWh by 2030, of which more than 50% will represent demand for gas as a raw material in the

fertilizer production industry.

There is an urgency to transform Europe’s energy system:

In response to the difficulties and disruptions in the global energy market caused by Russia’s invasion of

Ukraine, the European Commission (EC) has launched the RePowerEU plan in 2022 to gradually phase out

Russian fossil fuel imports.

As foreseen in the REPowerEU Plan, the objectives will be pursued by:

• energy savings,

• diversification of energy supplies,

• accelerated roll-out of renewable energy

The gas sector and networks can effectively contribute to the creation and development of the European

hydrogen economy as envisaged in the EU Hydrogen Strategy. The European Commission envisages two

phases – the transition period until 2030 and the period until the hydrogen market is established in 2050.

On 13 June 2024, the hydrogen and gas decarbonisation package were adopted (hereinafter the “Gas

package”). The package comprises a Regulation and a Directive. The aim of the initiative of the proposals

stipulated in the Directive and the Regulation is to facilitate the integration of renewable and low-carbon

gases, particularly hydrogen and biomethane, into the energy system. The objective is a 55% reduction in

methane emissions compared to 1990 by 2030 and the achievement of the climate-neural economy in the

EU by 2050.

One of the main objectives of the Gas Package is to create the hydrogen market, develop a proper

environment for investments and facilitate the development of the related infrastructure and trade with

the third parties. Firstly, the access to the hydrogen infrastructure, segregation of the hydrogen

production and transport activities and setting the tariffs will be governed by the market rules.

Geopolitical circumstances and rise in energy prices caused a stronger focus on the importance of energy

security, particularly at the time of volatile global markets. The European Commission has offered to

improve resilience of the gas system and strengthen the existing supply security provisions. In case of

shortage, none of the households in the European Union will be left without help, and the international

automatic solidarity will be enhanced through new pre-agreed measures and revisions regarding control

and compensations in the internal energy market. The Gas Package expands the current rules to ensure

their application to renewable and low-carbon gases, and new provisions are stipulated to address the

arising cyber security risk.

On 13 June 2024, the long-awaited EU regulation on the reduction of methane emissions in the energy

sector was adopted and officially entered into force on 5

August. The requirements in this regulation aim

to increase the transparency of imports of fossil energy (e.g. natural gas, oil and coal) into the EU,

promote the wider application of measures to reduce methane emissions in the energy sector, and

harmonize comprehensive standards for the measurement, reporting and verification (MRV) of methane

emissions and guidelines. The requirements of this Regulation will have a great impact on the

organization of the Company’s activities. 

2.2. REGULATORY ENVIRONMENT

A new regulatory period of 5 years started in 2024. Accordingly, for the new regulatory period, the

amended (2023) provisions of the Methodology for Setting Income and Prices of State Regulated Natural

Gas Transmission Activities and the Methodology for Setting the Rate of Return on Investment come into

full force.

In December 2024, NERC published public consultation on the reference price methodology, effective for

2026 and subsequent tariff periods. Some of the envisaged pricing amendments are also driven by the

provisions of the Regulation on Decarbonisation, adopted in mid-2024. The public consultation closes on

14 February 2025. It is expected that, in H1 2025, NERC will amend the Methodology for Determining

Revenue From and Prices for Regulated Natural Gas Transmission Activities.

2.3. INFORMATION ON ACTIVITIES OF GET BALTIC IN 2024, IN WHICH AMBER GRID

HOLDS SHARES

Company name

GET Baltic UAB (hereinafter “GET Baltic”)

Legal form

Private limited company

Date of registration and name of register

13 September 2012, Register of Legal Entities

Legal entity code

302861178

Manager of the Register of Legal Entities

State Enterprise Centre of Registers

Issued capital

EUR 580,450.00

Registered office address

Geležinio Vilko st. 18A, LT-08104 Vilnius, Lithuania

Phone

+370 5 36 0000

Email address

info@getbaltic.com

Website

www.getbaltic.com

GET Baltic, the gas exchange owned by the European Energy Exchange (EEX) and the Lithuanian gas

transmission system operator Amber Grid, is a licensed natural gas market operator with Registered

Reporting Market Operator (RRM) status granted by the ACER. The company operates the electronic

trading system for short-term and long-term (one-month) natural gas products with physical delivery on

virtual trading venues in Lithuania, Latvia, Estonia and Finland. By developing tailor-made solutions for

natural gas trading, GET Baltic aims to increase the liquidity, competitiveness and transparency of the

wholesale natural gas market in the Baltic States and Finland.

To ensure optimal use of the potential of the opening

of the European gas market and to provide the

opportunity to offer customers of the regional gas

exchange GET Baltic the cutting-edge gas trading

solutions, the Company’s sole shareholder

announced the selection of the strategic partner for

the GET Baltic exchange early in 2022. In 2023, the EEX exchange was selected as GET Baltic’s strategic

partner following the conclusion of the international public tender. In the same year, Amber Grid and EEX

have officially signed an agreement under which EEX will acquire a 66% stake in GET Baltic. GET Baltic, the

gas exchange operating in three Baltic countries and Finland, thus became part of the EEX Group. Amber

Grid continues to hold the remaining 34% of shares.

As part of its transformation, GET Baltic updated its logo and visual identity in February 2024. The move

reflects GE’s close relationship with the EEX Group companies. At the same time, it has strengthened ties

with the pan-European gas markets where EEX already operates. This has revealed new potential and

opened a new path for the joint development of the Baltic and Finnish gas markets. The renewed corporate

brand maintains the identity of GET Baltic and at the same time fits in the context of the EEX Group as a

whole.

Important to mention that aiming to implement the client-focused strategy of the organisation, fulfil client

expectations as well as improve the quality of products and service, the client satisfaction survey was

conducted by the Company from September to October. The survey included questions to the clients of

GET Baltic on their experience and evaluation relating to the scope, quality of products, service, and

employees as a knowledge and competence centre. The client satisfaction survey results showed that

the clients of GET Baltic consider the Company to be a stable entity that complies with the high standard

of the market services.

Throughout the year, the Company aid special attention to meeting customer needs and expectations.

On 11 December 2024, GET Baltic, in cooperation with EEX, organised event “EEX and GET Baltic Trader

workshop and Onboarding in Vilnius” The event brought together market players from the Baltics and

Finland. Participants actively exchanged ideas and expectations on the opportunities for the integration

of the Baltic-Finnish gas markets into EEX, which were presented during the workshop by experts from

GET Baltic, EEX and ECC. This is an important step in building relationships and fostering the region’s active

and growing international community.

In the near future, GET Baltic will continue to drive the work forward, will continue to improve the quality of

its services, and will meet market participants’ and shareholders’ expectations regarding the ambition to

strengthen the Baltic and Finnish gas markets and foster integration into the pan-European gas trading

markets. Together with the EEX Group, the aim will be to add natural gas products for Baltic-Finnish

markets to the EEX trading platform by 2025. In addition, EEX will enable location spread trading between

these markets and selected pan-European gas markets, which are already available at EEX. It should be

noted that ECC will assume the clearing and settlement for all transactions in natural gas products. The

cross-margining effect will allow for efficiency improvement and significant capital savings. Following the

market integration into the EEX platform, within EEX Group, GET Baltic will remain the key centre of

competence for the further development of gas markets in the region and ensure close cooperation with

customers on site.

Gas Exchange GET Baltic performance in 2024:

• The trade turnover totalled 8.4 TWh, which is less by 8% compared to 2023 (9 TWh).

• Annual gas consumption in the Baltic-Finland region grew by 10% to 43.5 TWh compared to 2023, while

the volume traded on the GET Baltic’s exchange accounted for 19% of the region’s total consumption.

• In 2024, the volume of gas traded through cross-border transactions amounted to 1.4 TWh, or 33% less

than last year (2023: 2.1 GWh), due to the Balticconnector, which was out of service until the end of

April of 2024;

• 44% of the total traded volume was purchased in Lithuania (3,735 GWh), 30% in the common Latvian-

Estonian market area (2,493 GWh) and 26% in Finland (2,144 GWh);

• In total, 31,599 transactions were made on the exchange, which is slightly less than in 2023 (32,213

transactions)

• 78 participants placed orders on the exchange. There were 70 participants actively placing orders

throughout 2023.

• At the end of 2024, there were a total of 110 registered participants on the exchange: 72 on the

Lithuanian trading floor, 47 on the joint Latvian-Estonian trading floor and 41 in Finland.

• The cheapest transaction was recorded in February at EUR 5.00/MWh and the most expensive – in

January at EUR 100.00/MWh.

• In June 2024, 10 new participants from Lithuania, Latvia, Estonia, Denmark, Poland, Austria and the

United Kingdom registered. The active registration of participants was driven by the consistent

development of the exchange’s operations alongside other regional infrastructure.

GET Baltic performance in 2024

110

Exchange participants

Active exchange participants

8,372 GWh

Trade turnover

31,599

Concluded transactions

3. STRATEGY

3.1 VISION, MISSION, OBLIGATIONS AND PRIORITIES

In 2024, the Company continued to implement the updated long-term Amber Grid’s Strategy by 2030.

The strategy updating process was launched at the beginning of 2024 at EPSO-G Group level. An updated

Company’s Strategy by 2035 was approved at the beginning of 2025. The updated Amber Grid’s Strategy,

together with the companies of the EPSO-G Group, highlights the Group’s common mission - to accelerate

energy independence and increase system reliability, and its vision - to enable green transformation, while

ensuring the interests of energy and national security. To achieve objectives, the main directions have

been outlined: to build the infrastructure of future, to ensure reliability and security, and to be reliable

strategic partner. To deliver strategic changes and objectives, we will rely on a range of empowerment

tools: financing, innovation and digitalisation, partnerships, asset development and management,

improving supply chains and procurement. In this journey of change, Amber Grid sees itself as a trusted

partner, building the hydrogen network, the carbon ecosystem, continuing to actively develop green gas

connections to the transmission network, developing markets and strengthening relationships with

existing and future customers.

Trade floor

Number of

Exchange

participants

Purchase

turnover,

GWh

Sale

turnover,

GWh

Finland

2,145

2,194

Latvia-Estonia

2,493

2,930

Lithuania

3,734

3,248

Our purpose, vision and mission

Our commitments and lines of business

Below is an overview of the implementation of the Company’s 2030 Strategy for 2024.

The main objective set in the Company’s strategy to 2030 is to work together on the way of the Lithuanian

energy system’s transformation towards climate-neutral economy. The natural gas transportation

system, including main gas pipelines, gas distribution, metering and compressor stations, is an integral

part of the Lithuanian energy system. It plays an important role in the creation of an environment-neutral

economy and, more importantly, a cleaner and safer future. Amber Grid is ready to transform the natural

gas system by adapting it to the safe transportation of renewable energy sources, that is biogas, a mix of

methane and hydrogen and pure hydrogen, as well as to create a new system for hydrogen transportation,

and opportunities are being analysed for the development of carbon dioxide activities. We were working

to integrate into the single European market, creating a unified system that will help the country to

confidently pursue the European Green Deal and consumers to enjoy clean energy at the best price.

Value for stakeholders is the axis of the strategy. Five stakeholders are in the focus of attention:

customers, producers/suppliers, shareholders, the society and employees, and the Company is

committed to create value for each of them.

For each stakeholder, we have defined obligations and the unifying mission thus identifying the main

purpose as long-term obligations to the stakeholders.

Fig. 3. Amber Grid’s strategic priorities for the period

until 2030

Main guidelines for the implementation of the strategy during the 10-year period have been prepared for

each stakeholder, with specific actions planned for each year of the period.

Based on the main strategy implementation guidelines, we have formulated objectives, measures and

strategic performance indicators for the short term (3-year period).

Implementation of the mission, pursuit of the vision and all activities of the Company are based on the

fundamental human and professional values: professionalism, cooperation, and progress.

Long-term strategic objectives and main performance indicators of the Company

Consumers

Producers

Founder

Society

Employees

Objectives

• Adapt the

transmission system

for green gas supply

to the market

• Create the customer-

centric organisation

• Implement strategic

projects provided for in

the NEIS in a timely

manner and to the

envisaged extent

• Ensure sustainable

returns to shareholders

• Ensure efficient

management of the

system to

accommodate RES

integration

• Reduce the

environmental impact of

operations

• Enable gas sector

transformation through

RES integration

• Create inclusive and

advanced organisation

• Create an advanced

organisation - Centre of

Excellence for Future

Energy

Key

performance

indicators

• Implementation of

the action plan for

adapting the

transmission system

for the supply of

green gas to the

market on time and

to the envisaged

extent

• Customer satisfaction

index, %

• Implementation of

strategic projects

covered by the NEIS in a

timely manner and to

the envisaged extent

• ROE

• Allowable return to be

earned by the regulator

(EUR m)

• Quantity of RES gas in

the system (TWh)

• Reduction of the

environmental impact of

operations (CO2, CH4

emissions, etc.)

• Quantity of RES gas in

the system (TWh)

• Employee engagement

(%)

• Recognised new gas

experts are invited to

deliver reports on this

topic in at least two

Lithuanian and

international

conferences each year

Result in 2030

• Created possibilities

for transporting

hydrogen and gas

mixtures according

to new national and

transnational

standards

• Quantity of RES gas

entering the gas

system (with

guarantees of origin)

– 1.6 TWh

• • Customer satisfaction

index in 2030 ≥80%

• • Implemented NEIS

projects on time and

with 100% of the

expected scope

• ROE not less than

established by the RL

Government

• 100% of allowable

return to be earned by

the regulator

• Quantity of RES gas

entering the gas system

(with guarantees of

origin) – 1.6 TWh

• Environmental impact of

operations (CO2, CH4

emissions, etc.)

reduced by 2/3

compared with the

established base year

• Quantity of RES gas

entering the gas system

(with guarantees of

origin) – 1.6 TWh

• Employee engagement

by 70 %

• Centre of Excellence for

New Gas – shaping

future energy trends,

lawmaking, business

model

Amber Grid continuously evaluates the implementation and progress of the strategy to achieve its goals.

A detailed information on the Company’s strategy is available on the Company’s website at

www.ambergrid.lt/strategija.

Table 3 below shows the status of implementation of the strategy.

Table 3. Implementation of the Company’s strategy

CONSUMERS

Objective

To adapt the transmission network

to placing of green gas on the

market

Within the scope of this objective, two measures were envisaged:

Implementation of a programme to adapt the gas transmission

systems of Estonia, Finland, Latvia and Lithuania to transport a

mixture of hydrogen and methane.

The gas system is adapted for methane-hydrogen mixture

transportation and ensuring energy system flexibility.

The measures were suspended in mid-2024 following failure to coordinate

the Company’s P2G investment project with the National Energy

Regulatory Council, therefore the decision was made to suspend the

implementation of the P2G project and the investment programme for the

adaptation of the transmission system to the transport of hydrogen-

methane mixtures.

The indicator value for 2024 was achieved.

The amount of RES gas entering the gas system (with guarantees of origin) was 0.18 TWh (planned 0.25 TWh).

PRODUCERS/SUPPLIERS

Objectives

To create a customer-oriented

organisation

Achieving this goal involves several measures:

Better customer experience.

The customer satisfaction survey, which

was conducted for the fourth year in a row, showed very positive

results (the GCSI index was 90%, NPS 63). In 2024, we focused on

active engagement with our customers to meet their expectations as

expressed in the 2023 survey.

Introduction of automated solutions or a platform for servicing

contractors and other interested parties.

The implementation of the

planned automated solution platform for servicing contractors and

other interested parties has been delayed by discussions on the

scope of work and the search for a suitable technical solution.

The indicator value for 2024 was achieved.

Customer satisfaction indicator (GCSI) achieved – 90% (planned ≥80)

To implement the strategic

projects provided for in the

National Energy Independence

Strategy in a timely manner and

within the planned scope

Two strategic projects have been assigned to this objective:

1. Creating

Nordic-Baltic Hydrogen Corridor

, a cross-border hydrogen

infrastructure corridor. The planned works were carried out according

to plan by submitting the project application for CEF funding and

initiating the preparatory work for the commercial principles study.

Optimisation of gas compressor station capacities and ensuring

continuity of their operation through the decarbonisation of the gas

transport system.

The measure is planned to include the restructure

of two compressor stations (Jauniūnai and Panevėžys). During 2024,

following a review of the procurement strategy, the execution of the

measure was modified to achieve cost savings and to attract more

participants in the procurement process. The projects are scheduled

to be finalised in time, or slightly earlier.

The indicator value for 2024 was achieved.

Strategic projects under the NEIS/NECP were implemented in a timely manner and within the planned scope, i.e.

90% achievement (partially achieved)

FOUNDER

Objectives

Ensure a sustainable return for the

shareholder

A more detailed overview of the objective “To ensure a Sustainable Return

to the Shareholder” is provided in section Financial results.

To ensure efficient system

management by adapting it to

integration of renewable energy

sources

A number of measures are foreseen to achieve this goal.

Implementation of a unified BMS (ERP, HCMS, PPMIS, GRC).

The

systems are planned to be implemented at the EPSO-G Group level

and the timeline for this measure has been extended following a

change in the procurement strategy.

Based on the results of the area class study, initiate an amendment to

the legislation to provide specific requirements for pipelines with

pressure relief devices.

Transfer of the relevant infrastructure to ESO.

The Company has taken all the steps within its power to implement

this measure, pending NERC assessment.

To use digital solutions/tools in the construction and operation of the

transmission system.

Training on repository search for documents,

analysis of the interfaces between BIM, GIS and asset management

data exchange, and a proposal for adaptation were delivered.

To undertake benchmarking through the Gas Transmission

Benchmarking Initiative (GTBI).

Action plans based on selected

indicators and a Power BI report for the selected indicators have been

developed, respective actions take place, and a process of

responsibilities is being adjusted.

Development of hydrogen activities.

An analysis of the prospects for

the capture, storage and transport of green CO

has been carried out,

and an analysis of the potential for synthetic gas/fuel production,

export and storage has been prepared and submitted to the Ministry

of Energy.

Adapt the main gas pipeline sections for diagnostics and conduct the

diagnostics at least once.

Not all sections of the main gas pipelines

subject to diagnostics are adapted to diagnostics, with 94%

achievement of the measure. Solutions are being sought for sections

where diagnostics are difficult.

The implementation of the Law on Special Land Use Conditions of the

Republic of Lithuania according to the timetable set by the law.

Phase

4 plans have been approved. The areas identified in the plans have

been registered, except for one section of the pipeline due to a

change in the administrative boundary of the municipality. A revision

of the plans is required and is scheduled to be carried out by the end

of 2026.

The Company’s anti-bribery management system is certified under

LST ISO 37001:2017 ‘Anti-Bribery Management Systems –

Requirements with Guidance for Use’.

According to the plan, all

measures envisaged have been delivered on time and within their

original scope.

Upgrading IMIS from IFS9 to IFS Cloud.

The new version analysis of the

projected scope has been carried out. Configuration is underway.

10.

Development of a new EPSO-G Group’s and Amber Grid’s long-term

strategy.

The Company’s strategic role and leadership in the

transformation of the energy sector was clarified in a timely manner,

and a draft Strategy 2035 of Amber Grid, agreed with the EPSO-G and

approved by the Board, was prepared and submitted to GCC for

evaluation, and the Company’s final strategy was approved and

submitted to GCC.

The indicator value for 2024 was achieved.

The amount of RES gas entering the gas system (with guarantees of origin) was 0.18 TWh (planned 0.25 TWh).

THE PUBLIC

Objectives

To enable the transformation of

the gas sector by integrating

renewable energy sources

Integration of the national system of guarantees of origin for gas

produced from RES (including hydrogen) into the European system

. The

AIB gas scheme has been developed but not approved due to changing EU

legislation. Due to changes in IT system for the administration of

guarantees of origin, it has been decided to first connect to the AIB

system as from 1 July 2025, instead of ERGaR system.

The indicator value for 2024 was achieved.

The amount of RES gas entering the gas system (with guarantees of origin) was 0.18 TWh (planned 0.25 TWh).

To significantly mitigate the

impact of operations on the

environment

Implementation of environmental impact mitigation measures.

In 2024,

the modelling of GHG targets to 2030 took place at the Group level, which

will lead to adjustments in the measures and targets in the GHG Roadmap.

GHG emissions have been reduced by 55% (compared to 2019), i.e. more

than initially planned.

The indicator value for 2024 was achieved.

GHG emission reduction - 55% reduction (15% GHG reduction was planned compared to 2019)

EMPLOYEES

Objectives

To create an engaged organisation

Better employee experience.

All the measures were implemented

according to the employer branding plan.

The indicator value for 2024 was achieved.

The Company’s employee engagement was 69% (planned ≥70)

To create a progressive

organisation – a centre for future

energy competencies

Establishing a centre for future energy competences.

Professional/technical competency models and plans for the

acquisition/development of missing competencies were developed

for 50% of the technical units, as it was planned.

Implementation of the Matrix Management Model

, the Functional Area

Operating Model was implemented as planned.

Building a culture of operational efficiency. All planned actions have

been carried out: implementation of the operational excellence

approach, development of the method logic at the organisational

level, calibration sessions with the working groups, evaluation of

results and identification of follow-ups.

The indicator value for 2024 was achieved.

Recognised new gas experts invited to deliver reports on this topic at least in 2 conferences held in Lithuanian

and internationally on an annual basis >5 (planned <2)

3.2. OPERATING AND FINANCIAL OBJECTIVES

The Board of the Company formulated and approved the annual operating objectives of the Company for

the year 2024. Both financial and non-financial objectives set for the Company and the objectives of the

Company’s CEO are identical. The Company’s CEO reports to the Board for the achievement of the set

objectives.

The table below presents the status on the implementation of the Company’s objectives set for the year

2024.

Status of the implementation of the Company’s objectives for 2024

Annual objective

Target values for the indicator

Weight of

the goal

Assessment of

goal

achievement

Enabling energy

transformation

(1) Hydrogen programme implemented as

planned (60% weight)

(2) A new Amber Grid’s long-term strategy

has been developed as an integral part of

the Group of companies strategy (40%

weight)

30%

26%

Safe and efficient

asset management.

(1) Implementation of the strategic asset

management plan (SAMP) (50% weight)

(2) Optimisation of gas compressor station

capacities and ensuring continuity of their

operation through the decarbonisation of

the gas transport system (50% weight).

30%

26%

Financial and

operational

sustainability

(1) adjROE ≥ 5.0%; adjEBITDA ≥ EUR 27.0

million (60% weight)

(2) Sustainable business development (40%

weight)

20%

Building sustainable

organisation

(1) Establishing a centre for future energy

competences (50% weight)

(2) Building a culture of operational efficiency

(50% weight)

20%

The Board of the Company annually assesses the progress achieved in respect of the implementation of

the objectives. The result is used as one of the components when awarding annual financial incentive to

both the Company’s management and employees.

The objectives set for the Company are identical to those of the Company’s CEO. They are available Amber

Grid’s website https://ambergrid.lt/tikslai

Based on the Board’s assessment, the objectives set for the Company for 2024 were achieved at 92%.

3.3. STRATEGIC INFRASTRUCTURE PROJECTS

In 2022-2023, the Company completed the implementation of strategic natural gas infrastructure

projects –: the construction of the Gas Interconnection Poland-Lithuania (GIPL) and the Enhancement of

Latvia-Lithuania Interconnection (ELLI). The Lithuanian natural gas transmission system has become an

important part of the integrated infrastructure of the Baltic region, connecting the Lithuanian

transmission system to the European natural gas transmission system and creating broader opportunities

for Baltic and Finnish market participants to access diversified sources of gas supply, as well as ensuring

security and reliability of gas supply.

Gas infrastructure in the Baltic region (source: ENTSOG) in 2024

4. OPERATIONS

4.1. TRANSMISSION SYSTEM

The natural gas transmission system consists of the gas transmission pipelines, gas compressor stations,

gas distribution stations, gas metering stations, anti-corrosion equipment for protection of pipelines,

data transmission and communication systems, and other facilities belonging to the transmission system.

The Lithuanian gas transmission system is connected to the gas transmission systems of the Republic of

Poland, the Republic of Latvia, the Republic of Belarus, the Kaliningrad Region of the Russian Federation,

and the Klaipėda LNG terminal.

The Company operates 64 gas distribution stations (GDS), 4 gas metering stations (GMS) and 2 gas

compressor stations (GCS). The length of the operated pipelines is 2,288 km, and the diameter ranges

between 100 and 1220 mm. The design pressure in the larger part of the transmission system is 54 bar.

Lithuanian gas transmission system

4.2. MAINTENANCE, RECONSTRUCTION AND MODERNISATION

Maintenance of the main gas pipelines is regulated under the legal acts and is carried out strictly in

compliance with the requirements set forth therein. Maintenance and repair works are conducted

continuously to ensure a reliable and safe transmission system. In 2024, 67 km of the main gas

transmission pipelines Panevėžys – Šiauliai, Santaka – Lithuania-Poland border was inspected by way of

internal diagnostics. In 2024, 515 km of pipelines were tested for the integrity of the protective coating and

the effectiveness of the cathodic protection.

In 2024, the Company carried out the following reconstruction and modernisation works:

• replacement of insertions of main gas transmission pipelines, taking into account the technical

condition of main gas transmission pipelines and the results of diagnostics;

• reconstruction works in individual sections of the main gas pipeline Vilnius-Kaunas (about 16.9 km);

• replacement of shut-off devices and connection to the remote control system in the branches to: the

Alytus GDS, the Prienai GDS, the Birštonas GDS, the Vilkaviškis GDS, the Batniava GDS, the Miežiškiai

GDS, the Šiauliai GDS, the Pajiešmeniai GDS, the Panevėžys GDS, the A. Paneriai GDS I, the A. Paneriai

GDS II; in the main gas pipelines: Ivacevičiai-Vilnius-Riga, Vilnius-Panevėžys-Riga, Panevėžys-Šiauliai

line II, Vilnius-Kaunas; and in the technological connector to Klaipėda;

• renovation of buildings and other structures at the Panevėžys Gas Compressor Station;

• reconstruction works of the dispatcher building;

• upgrading control metering stations;

• installation of 18 slow and 1 medium-speed EV charging stations.

4.3. MARKET FOR THE SERVICES PROVIDED

Amber Grid provides natural gas transmission

services to the system users, other operators,

biogas producers and gas market participants in

the territory of Lithuania: it transmits gas to the

domestic consumers, also transports natural

gas to Latvia, Poland and the Kaliningrad Region

of the Russian Federation. Gas is supplied to the

system via the LNG terminal in Klaipėda and gas

entry points from Latvia, Poland and Belarus. As

of the summer 2023, the biomethane produced

in Lithuania has also been injected into the

transmission system. With effect from 1 April

2022, gas supply for domestic consumption was

discontinued from Russia.

Amber Grid is also responsible for balancing gas

flows in the transmission system and

administering the Klaipėda LNG terminal, its

infrastructure, installation of the interconnector and the funds (LNGT funds) to compensate for fixed

operating costs and the nominated supplier's reasonable costs of supplying the necessary volume of

liquefied natural gas. The Company actively works with its partners to create conditions for efficient

functioning of the natural gas market by increasing the competitiveness and liquidity of the gas market

and by ensuring attractive conditions for customers to operate in the natural gas market.

Amber Grid administers the National Register of Guarantees of Origin for gas produced from renewable

energy sources, i.e. fulfils the following functions: issuance, transfer and cancellation of the guarantees

of origin, supervision and monitoring of the use of the guarantees of origin, and recognition of the

guarantees of origin issued in other states as acceptable in Lithuania. Green gas is produced from biomass

and other RES. The guarantee of origin is granted per unit of energy: one megawatt-hour (MWh) supplied

to the gas transmission and distribution network. The guarantee of origin system enables identification,

registration and monitoring of the biomethane produced, while the end-users of such fuel can be assured

that the gas they use is produced from renewable energy sources.

4.4. CUSTOMERS

The customers of Amber Grid’s services of

natural gas transmission via gas

transmission pipelines and balancing of

natural gas flows in the transmission

system are large Lithuanian electricity and

district heating companies, industrial and

medium-size businesses in Lithuania,

energy and natural gas supply companies in

the Baltic and third countries that receive

natural gas transmission services.

At the end of 2022 and H1 2023, the

Company received a number of requests

from biomethane producers for the issuance of preliminary connection conditions, following the adoption

of amendments to Article 32 of the Law of the Republic of Lithuania on Renewable Energy Resources in

2022, which entered into force on 1 November 2022, which provide that a biogas producer, after

coordinating with the gas system operator, shall have the right to design and/or construct / install and

perform works in the gas system on behalf of the gas system operator, according to the procedure, terms

and conditions set out in the gas system service agreement for connection of the biogas production

facilities to the gas system.

The new legal framework has significantly boosted the initiatives of biogas producers to connect to Amber

Grid’s gas transmission system. More information thereon is available in the Section “Green gas activities”.

4.5. SERVICES PROVIDED

The Company provides the following services to system users, other operators and gas market

participants:

• gas transmission in the territory of Lithuania;

• balancing gas flows in the transmission system;

• administration of LNGT funds;

• administering the register of guarantees of origin for gas produced from renewable energy sources.

• connecting new consumers, including biomethane producers, to the transmission system.

4.5.1. GAS TRANSMISSION

GAS TRANSMISSION QUANTITIES

In 2024, 23,854 GWh of natural gas was injected into Amber Grid’s gas transmission system from Klaipėda

LNG terminal for consumers of Lithuania and EU Member States; 4,137 GWh was transported from Latvia

to Lithuania and 1,488 GWh – from Poland to Lithuania. In 2024, 127 GWh of biomethane had been produced

in Lithuania and injected into the transmission system in Lithuania. Klaipėda LNG terminal supplied 80.6%

of the total required quantity of gas for consumers of Lithuania and EU Member States.

In 2024, 16,947 GWh of gas was transported up to the domestic exit point for the gas consumers in

Lithuania. Compared to 14,913 GWh of gas transported during 2023, gas transmission quantities increased

by 13.6%.

In 2024, 9,687 GWh of gas was transported from the Lithuanian transmission system to Latvia through the

Kiemėnai gas metering station, i.e. 49.4% less than in 2023 (19,140 GWh).

In 2024, 2,545 GWh of gas was transported from Lithuania to Poland via Santaka gas metering station, i.e.

21.3% less than in 2023 (3,240 GWh).

During the reporting period, 26,125 GWh of gas was transported to the Kaliningrad Region of the Russian

Federation, i.e. 9,1% more than in 2023 (23,946 GWh).

As at 31 December 2024, the Company had 88 agreements on natural gas transmission services with the

transmission system users (gas consumers, gas distribution system operators, importers, gas suppliers

supplying gas up to the consumer systems), of which 66 system users used the transmission capacity

during the reporting period. The Company had 1 natural gas balancing agreement with the market

participants trading natural gas via the virtual trading point, but not transporting it via the transmission

system.

Gas volumes transported at the local exit point by transmission system user in Lithuania

REGULATION OF PRICES FOR THE GAS TRANSMISSION SYSTEM OPERATOR’S SERVICES

The application of the network code on harmonised transmission tariff structures for gas (TAR NC)

established by Commission Regulation (EU) 2017/460 of 16 March 2017 was started in 2020 for pricing of

transmission services.

Regulation of gas transmission prices is conducted by NERC through setting the revenue cap, the pricing

methodology, and through approval of the specific prices set by the Company. The revenue caps for

regulated activities can be annually adjusted by the decision of NERC in accordance with the procedure

established in the Methodology for determining revenue from and prices for regulated natural gas

transmission activities.

In 2024, a new 5-year regulatory period began, which will end at the end of 2028. The revenue cap set by

NERC for the regulated activity for 2024, the first year of the current regulatory period, was EUR 67.01

million, which is 4.43% more compared to the revenue cap approved for 2023 (due to the increase in total

costs). The revenue cap for regulated activities for 2025 set by NERC in May 2024, amounts to EUR 63.83

million, which is 4.75% lower than the approved RC for 2024 of EUR 67.01 million. The decrease in the RC is

due to lower forecast technological costs. Detailed information on the prices of gas transmission services

is available on Amber Grid’s website.

At the beginning of 2024, when setting the transmission tariffs for 2025, 65.3 TWh of natural gas was

forecast to be transported through the Lithuanian gas transmission system, which is 1.4% less than the

estimate for 2024 (66.3 TWh) and 15.3% more than the actual transport in 2024 (55.3 TWh). In 2024, the

actual transport to Poland and Latvia was almost twice as low as forecast, mainly due to the scheduled

maintenance of the LNG terminal, which took more than a month. Higher consumption of natural gas in

Lithuania was also expected. Although Lithuania’s gas consumption amounted to 17 TWh, which is 2 TWh

more than in 2023, this is 4 TWh less than the projected gas demand. The projected level of booked

capacity, consumption capacity and transported gas volumes has been determined taking into account

historical data, the needs of existing and potential system users.

In 2024, the average price of gas transmission services for Lithuanian consumers (considering both long

and short-term services) was EUR 1.49/MWh (higher by 7.4% than in 2023). The average price of gas

transmission services approved for Lithuanian consumers, based on the tariffs for 2025, was 1.60

Eur/MWh (7.4% increase compared to 2024).

24136

12564

11572

15576

8486

7090

14913

7894

7019

16947

8923

8024

0 5000 10000 15000 20000 25000 30000

Total, GWh

Local exit point, GWh

Local exit point Achema, GWh

2024 2023 2022 2021

In 2024, transmission prices at all entry points (including the Klaipėda entry point) are aligned with entry

prices in the neighbouring tariff area of Latvia, Estonia and Finland.

At the end of 2024, NERC published public consultation on the reference price methodology for

determining the tariffs of services provided by Amber Grid, effective for 2026 and subsequent periods.

Some of the envisaged pricing amendments are also driven by the provisions of the Regulation on

Decarbonisation, adopted in mid-2024. This public consultation closes on 14 February 2025.

4.5.2. BALANCING OF GAS FLOWS IN THE TRANSMISSION SYSTEM

Amber Grid ensures the balancing of natural gas flows in the transmission system. By following the Rules

for Natural Gas Transmission System Balancing, the Company purchases balancing gas from a gas

market participant when there occurs gas surplus in the transmission system, and the Company sells

balancing gas to a gas market participant when there occurs gas shortage in the transmission system.

The Rules for Balancing the Natural Gas Transmission System enforced on 1 March 2022 stipulate that

the virtual trading point cannot trade in day-ahead products, which has increased the number of market

participants causing imbalances. The Transmission system operator calculates a neutrality fee for each

market participant to ensure financial neutrality for the reporting period. The amendments have been

drafted in accordance with the provisions of Commission Regulation (EU) No 312/2014 of 26 March 2014

establishing a Network Code on Gas Balancing of Transmission Networks.

During 2024, due to the imbalance caused by the system users, the Company bought 326.25 GWh and

sold 323.5 GWh of gas.

Following the amendments to Amber Grid’s Rules for Balancing the Natural Gas Transmission System

rules enforced on 1 March 2022, Amber Grid calculates a neutrality fee for market participants to ensure

financial neutrality. In 2024, EUR 2.6 million was refunded to system users and EUR 0.03 million was

collected from them.

Transmission of gas by transit from/to third countries causes mixing of physical gas flows in the

transmission system, which in turn results in a difference between the gross calorific value of gas at the

entry and exit points of the gas transmission system. In 2024, the gas transmission to the Kaliningrad

region resulted in a difference of 344.0 GWh at the entry and exit points of the transmission system,

which was bought from the Company through the settlement of the third country to third country

transmission services provided.

Apart from balancing of gas flows of the system users and other gas market participants, the quantity of

natural gas contained in the pipelines of the Company’s transmission system fluctuates due to technical

and technological characteristics of the transmission system.

4.5.3. ADMINISTRATION OF FUNDS INTENDED FOR COMPENSATION OF CONSTRUCTION COSTS AND

FIXED OPERATING COSTS OF THE LNG TERMINAL, ITS INFRASTRUCTURE AND THE CONNECTOR,

AND FOR COMPENSATION OF REASONABLE COSTS INCURRED BY THE DESIGNATED SUPPLIER

In order to ensure compliance with the requirements of the legal acts (the Law on Liquefied Natural Gas

Terminal and the supplementing legal acts), the Company collects, administers and pays out the LNG

terminal funds to the terminal operator (KN Energies AB) and to the designated supplier (Ignitis UAB) in

accordance with the procedure prescribed by laws, and these funds are used to compensate Amber Grid

for the costs of administration of the LNG terminal funds.

The security component set for 2024 is EUR 205.93/ MWh/ day/ year (in accordance with Resolution No

O3E-1694 of NERC of 22 November 2023). It applies from 1 January 2024 to 31 December.

The proportions of the allocation of funds of the LNG terminal to the beneficiaries of the SGD terminal’s

funds (applicable in 2023 and from 1 January 2024, respectively), as agreed with NERC, are presented in

Table 3.

Information on the allocation of the LNGT funds collected in 2023-2025 among the beneficiaries of LNGT funds

Components

Proportion

01/01/2023-

30/06/2023

Proportion

01/07/2023-

31/12/2023

Proportion

01/01/2024-

31/12/2024

Proportion

01/01/2025-

31/12/2025

Liquefied natural gas

regasification component

0.000%

Administrative cost component

0%*

0.401%

Reasonable costs’ component for

supplying the necessary quantity

to the LNG terminal

100%

99.599%

In total:

100%

n/a

*In line with the NERC’s decision, the costs of administering the funds for 2023 were reimbursed by the designated supplier

By Decision No O3E-1469 of 27 December 2024, NERC approved the security component, with the effect

from 1 January 2025, which for the first time is set negative (-25.55 EUR/MWh/day/year). Acting as the

administrator of the LNGT funds and in accordance with the description of the procedure for the

administration of the LNGT funds, as amended by NERC, the Company will have to repay the LNGT funds

to their payers (transmission system users) in 2025.

Due to funds unpaid to the LNG terminal, the Company currently has one civil case pending regarding the

award of LNG terminal’s funds and default interest from AB Achema.

By the decision of Kaunas Regional Court of 20 January 2022, the proceedings were suspended in respect

of the claimed LNG extra charges of EUR 4,678 thousand and late interest of EUR 55 thousand arising from

the natural gas transmission service contract of 22 December 2014, as it was pending the decision of the

European Commission regarding the compatibility of the LNGT extra charges, collected during the period

from 1 January 2016 to 31 December 2018, with the state aid rules under the EU law. By decision of 17 March

2022, the Lithuanian Court of Appeal left the decision of Kaunas Regional Court of 20 January 2022

unchanged.

By the decision of Kaunas Regional Court of 20 September 2022, the proceedings were also suspended in

respect of late interest of EUR 763 thousand arising from the natural gas transmission service contract of

21 December 2012 and a counterclaim, whereby Achema AB requested to declare as unlawful the

Company’s actions when calculating late interest under the natural gas transmission service contract of

21 December 2012 and when allocating the payments collected from Achema AB under the contract for

offsetting against late interest, as it was pending the decision of the European Commission regarding the

compatibility of the LNG terminal funds, charged during the period from 1 January 2016 to 31 December

2018, with the state aid rules under the EU law. As the Company disagreed with the decision of Kaunas

Regional Court of 20 June 2022, it filed a separate appeal regarding the annulment of the aforementioned

part of the decision. As the Lithuanian Court of Appeal investigated the Company’s separate appeal, it

made a decision on 8 September 2022, by which the decision of Kaunas Regional Court of 20 June 2022

was left unchanged. In the absence of a decision by the European Commission, the proceedings have

been stayed pending grounds for suspension.

On 6 September 2024, the Company submitted a statement to the Kaunas District Court regarding the

increase of the claim (hereinafter the “Statement”), asking the court to award EUR 763,119.55 of default

interest from Achema AB in favour of the Company based on the natural gas transmission service contract

dated 21 December 2012, EUR 7,080,801.52 of LNG extra charges and EUR 67,776.35 of default interest

under the natural gas transmission service contract dated 22 December 2014. The issue of acceptance of

the Company’s Statement will be decided by the Kaunas District Court after resuming the proceedings.

4.6. 10-YEAR NETWORK DEVELOPMENT PLAN

In accordance with the provisions of the Law on Natural Gas, Amber Grid prepares the Ten-Year Network

Development Plan of the transmission system operator every two years. In June 2024, Amber Grid

prepared the Ten-Year Network Development Plan (2024-2033) and submitted to NERC. The plan was

approved by NERC in October. The main aspects of Amber Grid's 10-year network development plan

include:

• Modernising existing gas infrastructure, ensuring security and increasing resilience to crisis situations.

• Developing alternative energy sources, integrating renewable energy.

• Building a hydrogen transport network, synergies between the gas and electricity sectors.

• Reducing greenhouse gases (GHGs).

One of the Company’s commitments mentioned in the plan is to modernise the national gas transmission

infrastructure, taking into account Lithuania’s energy independence goals, European energy and

decarbonisation provisions, and the needs of green energy project developers and market players.

Considerable attention is paid to the integration and diversification of renewable energy sources (RES)

such as biomethane and green hydrogen. The needs of potential customers have been taken into account

in the development of the integrated hydrogen network in the 10-year network development plan. Possible

network solutions were coordinated with the electricity transmission system operator Litgrid and its

network development plans.

Investments of around EUR 213 million are planned in gas transmission system development projects over

the next decade in the Plan, of which, the investments over the next five years will amount to around EUR

150 million. They are planned to be channelled into the projects to adapt the transmission system to

transport hydrogen and gas mixtures, and to rehabilitate and modernise existing transmission

infrastructure.

4.7. GREEN GAS ACTIVITIES

Guidelines for hydrogen development in Lithuania in 2024-2050

The Guidelines for Hydrogen Development in Lithuania 2024-2050 (hereinafter – H2 Guidelines) were

approved by Order No 1-81 of the Minister of Energy of the Republic of Lithuania of 26 April 2024. The H2

Guidelines set out a vision for hydrogen development in Lithuania, defining strategic directions and stages

of hydrogen development, the business environment and challenges The H2 Guidelines document

identifies the hydrogen network from Finland to Germany as one of the main hydrogen transport projects,

which will run through Lithuania and will enable the export or import of hydrogen from other EU countries.

The implementation of this project will allow Lithuania to benefit from underground hydrogen storage

facilities planned in other Member States. Hydrogen blending in the natural gas network is identified in the

H2 Guidelines as a transitional measure to stimulate the emergence of a green hydrogen market and to

create the first hydrogen transport capacities. In order to exploit the potential of green hydrogen and its

derivatives in the Lithuanian economy and export markets, at least one hydrogen valley is planned to be

established in the first stage, later increasing this number to two. According to the H2 Guidelines, the

installation of a 1.3 GW electrolysis plant in Lithuania would produce 129,000 tonnes of green hydrogen per

year from 2030. Taking into account Lithuania’s GHG reduction targets and its international commitments,

it is estimated that the demand for green hydrogen in Lithuania could reach 110,000 tonnes per year in

2030. In addition, around 33,000 tonnes could be available for export.

On 27 June 2024, the Seimas of the Republic of Lithuania approved the National Energy Independence

Strategy, designed to implement fundamental changes in the energy sector, ensuring that the amount of

energy produced in Lithuania matches the amount consumed and that the energy sector becomes

completely climate-neutral by 2050.

In order to contribute more significantly to the promotion of hydrogen and Power-to-Gas technologies at

local and regional level, the Company further participates in the Lithuanian Hydrogen Platform established

by the Ministry of Energy, and is a member of the European Clean Hydrogen Alliance and the Lithuanian

Hydrogen Energy Association. The Company has continued to participate in the European Hydrogen

Backbone initiative, which brings together more than 30 transmission system operators from across

Europe to develop a vision, analyse alternatives, and draw up implementation plans for a nationwide

interconnected hydrogen transport/storage infrastructure.

Nordic-Baltic Hydrogen Corridor project

In January 2024, the Baltic Sea Region gas transmission

system operators: Gasgrid vetyverkot Oy (Finland), Elering

AS (Estonia), AS Conexus Baltic Grid (Latvia), Amber Grid AB,

GAZ-SYSTEM S.A. (Poland) and Ontras Gastransport GmbH

(Germany) signed the agreement with the consultancy

company whereby they decided to draw up the pre-

feasibility study for a Nordic-Baltic green hydrogen transport

corridor linking the hydrogen production and consumption

centres of the Member States between Finland and

Germany. The study examines the basic conditions for the

development of the NBHC project, the technical, legal,

organisational, and economic aspects necessary to realise

the hydrogen corridor.

The hydrogen corridor will play a crucial role in achieving the

European Union’s decarbonisation goals with hydrogen

produced and further supplied within the EU territory.

The Nordic and Baltic region provides significant renewable

hydrogen potential identified within the pre-feasibility study

at the amount of approx. 27.1 million tons (Mt) of renewable

hydrogen production (based on combined onshore and

offshore wind and solar) by 2040. This creates a large

hydrogen market creation and export potential towards

continental Europe which the NBHC aims to address.

By 2040, the corridor is projected to transport up to 2.7 million tons (Mt) of renewable hydrogen annually

between the countries. The pre-feasibility study indicated that the NBHC can be one of the first

operational cross-border hydrogen pipelines in Europe. The NBHC pipeline is currently planned to be 1,200

mm in diameter, with several compressor stations and spanning approximately 2,500 km.

In 2025, the project partners plan to start feasibility studies across the respective countries. These

studies will focus on various crucial aspects including pipeline routing, compressor stations planning,

financial and economic analysis, environmental and safety permitting issues as well as investigations on

the project implementation timeline. These studies are expected to run until the end of 2026.

In addition to these studies, the involved partners aim to complete several cross-border analyses to

further substantiate the NBHC planning on an overall project level based on the outcomes from the

aforementioned studies. These studies involve project coordination, technical and commercial alignment,

and customer and stakeholder engagement. The cross-border studies are expected to run until the end

of 2026.

The project participants believe that the feasibility study phase will allow to accelerate cooperation and

make a good progress on the realization of the NBHC project Not only has hydrogen corridor project the

potential to significantly reduce carbon emissions of the participating countries, but it can also promote

business growth and support the ramp-up of a completely new hydrogen economy in Europe. Together,

these thorough analyses will build a path towards NBHC’s progression as a safe, reliable and cost-efficient

transport route for renewable hydrogen connected to the future European hydrogen network in Central

Europe.

• In December 2022, six gas transmission system operators, the project partners, signed a cooperation

agreement on promoting the project together.

• In April 2024, the Nordic-Baltic Hydrogen Corridor was granted the status of the project of common

interest (PCI) by the European Commission.

• In June 2024, the project partners completed a pre-feasibility study.

• In October 2024, transmission system operators applied for funding under the Connecting Europe

Facility (CEF).

Development of biomethane production

As Lithuania’s economy grows and the country moves towards achieving the European green energy

transformation goals, there is a growing need to look for possibilities to utilize renewable energy

resources in the country. Recently, the emergence of biogas and biomethane in the gas system has

played one of the most significant roles in this context.

In Lithuania, investments in biomethane production is also growing rapidly. Large industrial companies and

new entrants are actively exploring the possibility of installing biomethane plants, connecting them to the

gas transmission and distribution system, and supplying the biomethane produced to the domestic and

foreign markets through the Green Gas Guarantee of Origin (GO). The integration of biomethane into the

common energy system is now a key energy objective for European countries, and is therefore a

significant future opportunity for the Company’s customers.

The Lithuanian government has recognised the potential of biomethane and has already implemented

certain policy measures to support its development. For example, the Alternative Fuels Act sets ambitious

goals for the use of renewable fuels in the transport sector, providing a strong incentive to build new

biomethane plants. The government has allocated funds to support biomethane projects, demonstrating

its commitment to transitioning to a more sustainable energy system.

Distribution of biomethane connection conditions by location and projected scope of biomethane inlet into the

transmission network in 2025-2028, MWh/m

At the end of 2024, biomethane was fed into

the transmission network by UAB Tube Green in

Pasvalys district and UAB Agrokoncerno

biometanas In Radviliškis district. According to

data of 2025, 12 connection conditions have

been issued, of which 6 were already under

contract. Most of them are planning to connect

their systems in 2025, with an expected

biomethane volume of ~0.5 TWh/m to be

transferred to the transmission network. Later

on, a steady increase in biomethane feed-in

capacity is planned, based on the submitted

applications, reaching ~1.3 TWh in 2028.

4.7.2 ADMINISTRATION OF GUARANTEES OF ORIGIN

In the development of the biomethane business, a significant benefit comes from the ability to trade

biomethane guarantees of origin. This became available after completing the international GIPL gas

pipeline interconnection between Poland and Lithuania, which has connected our system to the European

gas network. The physical pipeline interconnection between the Baltic States region and the rest of

Europe opens opportunities for the exchange of guarantees of origin with EU countries.

Amber Grid has developed and administers the system for guarantees of origin for green gas in Lithuania.

The system is necessary for the accounting and traceability of the green gases injected into the

transmission system.

In 2024, biomethane plants operating in Lithuania produced and injected about 130 gigawatt-hours (GWh)

of renewable gas into the transmission network.

Guarantees of origin issued for biomethane produced in Lithuania, GWh, 2024

The system for guarantees of origin is beneficial for energy consumers who want to use renewable energy

produced in Lithuania or another EU country in their activities. Amber Grid is a member of organizations

uniting European issuing bodies for guarantees of origin, such as the AIB (Association of Issuing Bodies)

and ERGaR (European Renewable Gas Registry). European Renewable Gas Registry.

Fig.9. Guarantees of origin issued, imported and exported, GWh, 2024

In 2024, more than 50 GWh of green gas was imported into Lithuania via the guarantees of origin system,

and in 2023, more than 40 GWh. This biomethane is used as fuel in transport, and the guarantees of origin

are used in the renewable fuel unit system to cover the obligations of fuel suppliers regarding the share of

renewable fuels in the final fuel mix.

126,5

52,7

57,9

0 20 40 60 80 100 120 140

Issue of guarantees of origin

Import of guarantees of origin

7,7

8,5

9,0

9,5

10,6

10,3

10,6

11,5

11,6

12,7

12,3 12,3

0,0

2,0

4,0

6,0

8,0

10,0

12,0

14,0

4.8 RESEARCH & DEVELOPMENT ACTIVITIES

In June 2024, a pre-feasibility study of the NBHC project was completed. Six TSO’s decided to carry out

feasibility studies across the respective countries and cross-border studies based on the outcomes from

the aforementioned studies. The outcome of the cross-border studies will form the basis for the design

and construction of a pipeline from Finland to Germany.

Carbon capture, utilisation, and storage is the main instrument for reducing carbon dioxide emissions in

industrial sectors where it is difficult to reduce greenhouse gas (GHG) emissions. Creating a value chain

for carbon capture, utilisation, and storage is a prerequisite for achieving the EU’s 2050 climate neutrality

target.

The CCS Baltic Consortium, established in 2022, aims to create a common carbon capture and storage

(CCS) value chain in Lithuania and Latvia and has secured Projects of Common Interest (PCI) status for a

planned carbon capture and transport route across both EU Member States to transport CO

to the port

of Klaipėda and then to disposal sites.

Initially, CCS Baltic Consortium considered transporting CO

by rail and road, but subsequent analysis

showed that transporting by pipeline would be a rational choice, therefore the cooperation was

established with Amber Grid and Conexus Baltic Grid, Latvia’s natural gas transmission system operator.

Amber Grid supports the development and implementation of the carbon value chain and could become a

partner of CCS Baltic Consortium if the consortium decides to transport CO

onshore via pipelines.

Synthetic fuel

Amber Grid carried out an analysis of the potential for synthetic fuels (from hydrogen and CO₂) production,

export and storage in Lithuania. The analysis assessed the regulatory environment for synthetic fuels in

the context of the EU’s Green Deal objectives. Particular attention is paid to synthetic fuels as emerging

trend in the heavy-duty vehicle, aviation, and shipping sectors at EU and global level, considering the

maturity of synthetic fuel production technologies, their mass production readiness and cost-

effectiveness potential. The analysis presents the opportunities of synthetic fuel production

development in Lithuania: production, consumption, storage and export potential, taking into account

Lithuania’s geographical location, existing infrastructure and the potential to integrate into the EU single

market. This study helps the Company prepare for the future energy transformation by identifying the

potential for the development of hydrogen and CO₂ networks, enhancing the country’s energy

independence and contributing to decarbonisation goals.

4.9 BUSINESS PLANS AND PROSPECTS

By contributing to Lithuania's ambitious goals for a greater share of renewable energy in the domestic

energy balance, the Company participates in a number of initiatives and projects that enable its

specialists to develop competencies in the field of RES gas. The Company’s membership in the ERGaR

(European Renewable Gas Registry) association and in the Association of Issuing Bodies (AIB), besides

the aforementioned goals, enables to develop new competencies that will contribute in future to the

promotion of green gas production and market development in Lithuania, safeguarding the business

continuity of the Company, and implementation of the National Energy Strategy. Looking at the outlook

for gas transmission, in 2025, the Company expects to transport about 16.9 TWh to domestic gas exit

points, 2.5 TWh to Poland, around 26 TWh to Kaliningrad Region, and 9.7 TWh to Latvia. As estimated for

2024, the bigger part of the natural gas quantity for consumers of Lithuania and other Baltic States is

forecast to come from Klaipėda LNG terminal.

5. FINANCIAL RESULTS

5.1. FINANCIAL INDICATORS

Financial indicators

Company

2024

2023

2022

Financial performance (EUR thousand)

Revenue

74,583

81,337

96,652

EBITDA

26527

25,739

30,965

Profit (loss) before taxation

9,502

13,992

18,088

Net profit (loss)

8,306

13,425

15,720

Net cash flows from operating activities

34,601

39,940

18,992

Investments

6,405

35,703

42,852

Financial debt (loans)

84,794

92,046

100,962

Profitability indicators (%)

EBITDA margin (%)

35.6

31.6

32.0

Net profit (loss) margin

11.1

16.5

16.3

Average return on assets (ROA)

2.5

4.0

4.7

Average return on equity (ROE)

4.6

7.2

8.7

Liquidity indicators

Total liquidity ratio

0.39

0.43

0.64

Fixed assets turnover

0.27

0.28

0.34

Capital structure indicators

Equity-to-assets ratio

0.54

0.56

0.53

Financial debt-to-equity ratio

0.48

0.49

0.55

Financial debt-to-EBITDA ratio, times

3.20

3.58

3.26

Market value indicators

Share price to earnings per share ratio (P/E), in times

24.9

14.6

14.2

Net earnings (loss) per share, EUR

0.05

0.08

0.09

Formulas for calculating indicators:

EBITDA margin = EBITDA/revenue

Net profit (loss) margin = net profit (loss)/revenue

ROA = net profit (loss)/average asset value

ROE = net profit (loss)/average equity value

Current ratio = current assets/current liabilities

Turnover of non-current assets =revenue/property, plant and equipment and intangible assets

Equity-to-assets ratio = equity/assets

Financial debt-to-equity ratio = financial debt/equity

Financial debt-to-EBITDA ratio = financial debt/EBITDA

Share price/earnings per share ratio = share price at the end of period/(net earnings/number of shares)

Investments (additions of property, plant and equipment and intangible assets)

5.2. REVENUE

In 2024, the Group’s revenue totalled EUR 74.6 thousand, i.e. decreased by 8% compared to 2023 (EUR 6.8

million). The main reason for the decrease in revenues is the 10% reduction in gas volumes transmitted

compared to 2023. Balancing product revenue slightly increased (+3%; EUR 0.3 million). Balancing product

revenue was generated from technological balancing of the transmission system caused by the

technological transmission system features and the deviations in gas flows (imbalances) for technical

reasons.

Revenue structure, %; EUR million

5.3. EXPENSES

Operating expenses (excluding depreciation, other non-cash items) amounted to EUR 48.1 million in

2024, a decrease of 14% compared to 2023 The decrease was due to the fall in gas prices and the

corresponding decrease in gas expenses.

Wages and salaries and related expenses amounted to EUR 15.5 million (32% of total expenses), an

increase of 12% compared to 2023. Repair and maintenance costs amounted to EUR 2.6 million (5% of the

total costs).

Natural gas expenses amounted to EUR 16.5 million and accounted for 34% of total expenses Compared

to 2023, the natural gas expenses decreased by 35% due to o lower gas prices.

Expense structure, %; EUR million

27%; 25,7

48%; 39,2

48%; 36,2

41%; 39,7

35%; 28,2

34%; 25,0

32%; 30,6

15%; 12,5

17%; 12,9

1%; 0,7

2%; 1,4

1%; 0,5

100

2022 2023 2024

Other

Balancing

Transportation to neighbouring TSO

Transportation to Lithuanian

consumers

61%; 39,8

46%; 25,4

34%; 16,5

18%; 11,9

25%; 13,8

32%; 15,5

5%; 3,1

5%; 2,6

16%; 10,6

24%; 13,4

28%; 13,4

0,0

10,0

20,0

30,0

40,0

50,0

60,0

70,0

2022 2023 2024

Other

Repair and maintenance

Wages and salaries and

related expenses

Natural gas

5.4. OPERATING RESULTS

In 2024, net profit totalled EUR 8.3 million, i.e. decreased by 38% compared to 2023 (EUR 13.4 million). The

Company’s earnings before taxes, interest, depreciation and amortisation (EBITDA) amounted to EUR

26.5 million (2023: EUR 25.7 million).

The drop in net profit in 2024 was due to the recognition of a gain on the disposal and revaluation of a

subsidiary in 2023 (one-off effect of - EUR 10.1 million).

Operating results, EUR million

Profitability,%

96,7

31,0

15,7

81,3

25,7

13,4

74,6

26,5

8,3

100

120

Revenue EBITDA Net profit

2022 2023 2024

32,0

16,3

31,6

16,5

35,6

11,1

0,0

5,0

10,0

15,0

20,0

25,0

30,0

35,0

40,0

EBITDA margin Net profit margin

2022 2023 2024

5.5. INVESTMENTS

In 2024, we successfully completed important projects that started in 2023. In 2024, investments were

lower than in 2023 (EUR 35.7 million) and amounted to EUR 6.4 million. A more detailed description of

investments under way and planned is provided in sections 4.2 and 4.6 of this report.

In planning and executing investments, the Company is guided by the Technological Assets Development

and Operation Policy, which aims to justify and prioritise investments in the natural gas transmission

system infrastructure by applying cost-benefit analysis. Investments in the gas transmission system

ensure the safe, reliable, economically and environmentally efficient transmission of natural gas to

customers and consumers.

Investments, EUR million

5.6. ASSETS

As at 31 December 2024, the value of assets amounted to EUR 327.2 million: non-current assets accounted

for 89% and current assets 11% of the total assets.

Non-current assets decreased by 2% to EUR 291.9 million in 2024 due to investments below depreciation.

The value of current assets as at 31 December 2024 was EUR 35.3 million, and increased by 3% during 2024

due to increase in financial assets.

5.7. EQUITY AND LIABILITIES

During 2024, equity decreased by 6% due to dividends paid above the profit earned in 2024, and, at the

end of the reporting period, amounted to EUR 175.6 million. At the end of the reporting period, equity

represented 54% of the total assets.

As at 31 December 2024, payables and liabilities amounted to EUR 151.6 million, i.e. increased by 4% during

the year.

As at 31 December 2024, the financial debt (loans) amounted to EUR 84.8 million, i.e. decreased by EUR 7.3

million over the reporting period. The financial debt-to-equity ratio was 58%.

11,5

35,6

6,2

31,3

0,1

0,2

0,0

5,0

10,0

15,0

20,0

25,0

30,0

35,0

40,0

45,0

2022 2023 2024

New construction

Reconstruction and

modernization

5.8. CASH FLOWS

In 2024, net cash flows from operating activities amounted to EUR 34.6 million (2023: EUR 39.9 million).

Capital investments amounted to EUR 6.1 million (2023: EUR 37.6 million). In 2024, the EU financial support

obtained to finance the investment projects amounted to EUR 7.2 million (2023: EUR 14.3 million).

5.9. ADJUSTED INDICATORS

Adjusted performance indicators are presented to reflect the Company’s performance more accurately

in a given period and to provide a more objective comparison with prior periods. Regulated revenue,

expense and profitability indicators were adjusted due to temporary regulatory deviations from the

regulatory profitability approved by NERC, also eliminating atypical/one-off transactions (sale of shares

in GET Baltic UAB).

The adjustments to the indicators take into account:

• The profitability adjustment (temporary regulatory differences for previous periods) approved by the

NERC’s decision for the reporting period;

• A projected NERC’s adjustment for the next period due to deviations in the current period’s regulated

profitability (temporary regulatory differences for reporting period);

• Other non-ordinary transactions, income tax adjustments.

Company’s adjusted indicators, Eur million

2024

2023

EBITDA

26.5

25.7

Temporary regulatory differences for previous period

2.0

-2.9

Temporary regulatory differences for reporting period

-1.1

+1.9

Adjusted EBITDA

27.4

24.7

Net profit

8.3

13.4

Temporary regulatory differences for previous period

2.0

-2.9

Temporary regulatory differences for reporting period

-0.3

1.7

Other (non-ordinary transactions, income tax adjustments)

0.1

-3.0

Adjusted net profit

10.1

9.2

Adjusted return on equity (ROE)

5.5%

5.0%

5.10. REFERENCES TO AND ADDITIONAL EXPLANATIONS OF DATA REPORTED IN THE

FINANCIAL STATEMENTS

Other information has been disclosed in the notes to the financial statements of Amber Grid for the year

2024.

5.11. INFORMATION ON SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING

PERIOD

Significant events after the end of the reporting period have been disclosed in the notes to the financial

statements of Amber Grid for the year 2024.

5.12. INFORMATION ON ANY FINANCIAL ASSISTANCE

On 30 April 2024, the Company’s General Meeting of Shareholders allocated EUR 403 thousand of

distributable profit to support. To address the issue of attracting experts needed for the transformation

of the Lithuanian energy sector, in August 2024, the Company provided a support to training institutions

totalling EUR 75 thousand. Support and humanitarian aid to Ukraine for the reconstruction of Ukraine’s

energy facilities damaged by the war amounted to EUR 109 thousand.

The Company’s support policy is publicly available at:

https://www.epsog.lt/uploads/documents/files/Politikos/20220527_Paramos%20politika.pdf.

5.13. INFORMATION ON RELATED-PARTY TRANSACTIONS, SIGNIFICANT

ARRANGEMENTS AND DETRIMENTAL TRANSACTIONS

Information on related-party transactions is presented in the financial statements of Amber Grid for the

year 2024.

During the reporting period, the Company neither entered into any detrimental transactions (transactions

that are inconsistent with the Company’s objectives or standard market terms, that infringe on interests

of shareholders or any other stakeholders, etc.), nor into any transactions giving rise to conflict of

interests in respect of responsibilities fulfilled by the Company’s management, controlling shareholders

or any other related parties, also in respect of the Company’s interests and their private interest and/or

other responsibilities.

The Audit Committee of EPSO-G, which operates at the group level and performs the functions of the Audit

Committee of Amber Grid, expresses opinion on significant related-party transactions of Amber Grid. The

Audit Committee assesses whether the respective related-party transaction has been concluded on

market terms, and whether the transaction is fair from the standpoint of all the shareholders.

Amber Grid’s related-party transactions, 2024

Agreement

Type of

relationship

Name of

party

Details of

party

Agree

ment

effecti

date

Type

Subject of agreement

Estimated

value, excl. VAT

23-94976

SOE

Energijos

skirstymo

operatorius

Company

code

304151376,

Aguonų st.

24, LT-03212

Vilnius

02/01/

2024

Other than

public

procurement

contracts

Service of connecting

the main line Vilnius –

Kaliningrad LČ-18/19B

(Smiltynai I vlg.,

Domeikava Eld., Kaunas

D.) to ESO AB electricity

network

4,781.16

686899

SOE

State

Enterprise

Centre of

Registers

Company

code

124110246,

Lvovo st. 25-

101, LT-

09320

Vilnius

09/01/

2024

Purchase of

services

Preparation of plans for

the revision of territories

subject to special land

use conditions

224,000.00

Additional

agreement

No 14

SOE

Ignitis UAB

Company

code

303383884,

Laisvės ave.

10, LT-04215

Vilnius

01/04/

2024

Natural gas

transmission

services

Additional agreement No

14 (on an uninterrupted

natural gas supply)

0.00

24-12547

SOE

Energijos

skirstymo

operatorius

Company

code

304151376,

Aguonų st.

24, LT-03212

Vilnius

15/04/

2024

Other than

public

procurement

contracts

Birštonas DSS power

increase service

60.72

1_CPO271503

SOE

Ignitis UAB

Company

code

303383884,

Laisvės ave.

10, LT-04215

Vilnius

23/04/

2024

Purchase of

goods

Electricity

(compensation)

0.00

SOE

Energies

Company

code

110648893,

Burių st. 19,

LT-92276

Klaipėda

14/05/

2024

Cooperation

agreements

MEMORANDUM OF

UNDERSTANDING

0.00

2024-SUT-

045

SOE

EPSO-G

UAB

Company

code

302826889,

Laisvės ave.

10, LT-04215

Vilnius

31/07/

2024

Other than

public

procurement

contracts

Agreement on

termination of

Information Provision

Contract No SUT-20-045

of 2020-01-20

0.00

SOE

EPSO-G

UAB

Company

code

302826889,

Laisvės ave.

10, LT-04215

Vilnius

19/08/

2024

Cooperation

agreements

Information sharing with

EPSO-G UAB

0.00

SOE

State

Enterprise

Centre of

Registers

Company

code

124110246,

Lvovo st. 25-

101, LT-

09320

Vilnius

30/08/

2024

Other than

public

procurement

contracts

Data on main gas

pipelines publication

agreement

0.00

2022-118134

SOE

EPSO-G

UAB

Company

code

302826889,

Laisvės ave.

10, LT-04215

Vilnius

02/09/

2024

Financial

agreements

Additional agreement No

2 ‘Lending and borrowing’

0.00

2024-SUT-

060

SOE

EPSO-G

UAB

Company

code

302826889,

Laisvės ave.

10, LT-04215

Vilnius

02/09/

2024

Financial

agreements

Lending and borrowing

70,000,000.00

VPP-3916

SOE

Regitra AB

Company

code

110078991,

Liepkalnio

st. 97A, LT-

02121 Vilnius

04/10/

2024

Purchase of

services

For exam at Regitra

35.00

676194

SOE

EPSO-G

UAB

Company

code

302826889,

Laisvės ave.

10, LT-04215

Vilnius

28/10/

2024

Purchase of

services

Additional agreement No

1 ‘Management (holding)

services’

0.00

Additional

agreement

No 16

SOE

Ignitis UAB

Company

code

303383884,

Laisvės ave.

10, LT-04215

Vilnius

08/11/2

024

Natural gas

transmission

services

Additional agreement No

16 (on an uninterrupted

natural gas supply)

0.00

Additional

agreement

No 15

SOE

Ignitis UAB

Company

code

303383884,

Laisvės ave.

10, LT-04215

Vilnius

05/11/2

024

Natural gas

transmission

services

Additional agreement No

15 (on an uninterrupted

natural gas supply)

0.00

CPO274751

SOE

Lietuvos

paštas AB

Company

code

121215587,

Juozo

Balčikonio

st. 3, LT-

08247

Vilnius

07/11/2

024

Purchase of

services

Courier services

2,548.00

VPP-3644

SOE

Žemės ūkio

duomenų

centras VĮ

Company

code

306205513,

Vinco

Kudirkos st.

18-1, LT-

03105

Vilnius

12/11/2

024

Purchase of

services

Services for the

preparation of plans for

land plots with servitude

and/or territories subject

to special land use

conditions

8,000.00

Additional

agreement

No 17

SOE

Ignitis UAB

Company

code

303383884,

Laisvės ave.

10, LT-04215

Vilnius

01/12/2

024

Natural gas

transmission

services

Additional agreement No

17 (on an uninterrupted

natural gas supply)

0.00

VPP-3988

SOE

State

Enterprise

Centre of

Registers

Company

code

124110246,

Lvovo st. 25-

101, LT-

09320

Vilnius

10/12/2

024

Purchase of

services

Issue of one non-

qualified systemic

certificate per year

120.00

621598/1

SOE

Ignitis UAB

Company

code

303383884,

Laisvės ave.

10, LT-04215

Vilnius

20/12/

2024

Purchase of

services

Agreement on the

extension of the Ignitis

ON service purchase and

sale contract

0.00

SOE

EPSO-G

UAB

Company

code

302826889,

Laisvės ave.

10, LT-04215

Vilnius

31/12/2

024

Financial

agreements

Letter of intent on tax

loss transfer and

takeover

0.00

SOE

Tetas UAB

Company

code

300513148,

Senamiesčio

st. 102B, LT-

35116

Panevėžys

31/12/2

024

Financial

agreements

Letter of intent on tax

loss transfer and

takeover

0.00

SOE

Energies

Company

code

110648893,

Burių st. 19,

LT-92276

Klaipėda

06/02/

2024

Cooperation

agreements

Concerning the end of

cooperation in the

Lithuanian LNG platform

0.00

PS-2526

(10.46 E)

SOE

State

Enterprise

Centre of

Registers

Company

code

124110246,

Lvovo st. 25-

101, LT-

09320

Vilnius

21/02/

2024

Other than

public

procurement

contracts

Addition to the

Agreement No PS-2526

(10.46 E)

0.00

SOE

EPSO-G

UAB

Company

code

302826889,

Laisvės ave.

10, LT-04215

Vilnius

27/08/

2024

Cooperation

agreements

Memorandum on

cooperation in jointly

conducted

procurements

0.00

Annex No 10

SOE

Via Lietuva

Company

code

188710638,

Kauno st.

22-202, LT-

03212 Vilnius

24/09/

2024

Other than

public

procurement

contracts

Annex 10 to Agreement

S-882

0.00

5.14. INFORMATION ON SIGNIFICANT DIRECT AND INDIRECT HOLDINGS

As at 31 December 2024, the Company held 34% of shares in the associate GET Baltic UAB. More details on

the associate are provided in Amber Grid’s financial statements.

5.15. REFERENCES TO AND ADDITIONAL EXPLANATIONS OF DATA REPORTED IN THE

FINANCIAL STATEMENTS

Other information has been disclosed in the notes to the financial statements of Amber Grid for the year

2024.

5.16. INFORMATION ON SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING

PERIOD

Significant events after the end of the reporting period have been disclosed in the notes to the financial

statements of Amber Grid for the year 2024.

5.17. INFORMATION ON ANY FINANCIAL ASSISTANCE

On 30 April 2024, the Company’s General Meeting of Shareholders allocated EUR 403 thousand of

distributable profit to support. To address the issue of attracting experts needed for the transformation

of the Lithuanian energy sector, in August 2024, the Company provided a support to training institutions

totalling EUR 75 thousand. Support and humanitarian aid to Ukraine for the reconstruction of Ukraine’s

energy facilities damaged by the war amounted to EUR 109 thousand.

The Company’s support policy is publicly available at:

https://www.epsog.lt/uploads/documents/files/Politikos/20220527_Paramos%20politika.pdf.

6. RISKS AND RISK MANAGEMENT

6.1. RISK MANAGEMENT FRAMEWORK

The Company views risk management as a structured approach to managing uncertainties by

methodically assessing the impact and likelihood of risks and applying appropriate risk management tools.

In 2024, the Company followed the Risk Management Policy and Risk Management Methodology of the

EPSO-G Group approved by the Board. These documents embedded a uniform risk management system

that is based on common principles and meeting good practice according to COSO ERM (Committee of

Sponsoring Organisations of the Treadway Commission Enterprise Risk Management) methodology

applicable in the international practice. The Risk Management Policy defines the key risk management

principles and responsibilities for the EPSO-G Group companies to ensure a unified corporate risk

management process based on common principles. The EPSO-G Group companies define risk

management principles and responsibilities in the Risk Management Policy. The Policy is publicly available

on EPSO-G website.

The Company’s risk appetite, as defined in the Risk Management Policy, is the level of risk that is below the

highest level of risk that is equal to or greater than a score of 15 (the product of the probability and the

impact of the risk on the Company), or the level of risk the Company’s governing bodies willing to accept

to achieve the strategy and performance objectives set. Risks exceeding the score set for the risk

appetite are subject to additional management measures.

The Company has in place the following risk management process (stages):

I. Identification of environment. The Company identifies aspects that may have an impact on the

Company’s failure to achieve its goals based on the Company’s internal and external environment,

planning documents, the Risk Assessment history and the monitoring of the implementation of the risk

management measures. Regular environmental assessments are carried out to adapt to changes and to

prepare in advance for unexpected threats.

II. Risk assessment. The Company identifies, analyses and assesses risks on regular basis, identifies Key

Risk Indicators, and prepares the List of Risks. The Company also identifies the risk appetite, and

categorizes risks according to their priority and the appetite identified.

III. Developing a Plan on risk Management Measures. The Company develops a Plan on Risk

Management Measures for risks exceeding risk appetite.

IV. Monitoring of risks and the implementation of the Plan on Risk Management Measures. This

process involves continuous monitoring of the Company’s List of Risks and the Plan on Risk Management

Measures, as well as monitoring of the Group-level risks and the list of the Group-level risks management

measures.

Communication and information. Regular and effective sharing of information among the participants in

the Risk Management process that has impact on the assessment of the companies’ risks and their

management. Relevant information on risks and their management is communicated to the Company’s

employees during staff meetings.

The Company identified operational risks for 2024, assessed them, set risk monitoring indicators and

provided risk management measures.

After assessing the risks identified and managed in the Company and their level (impact on the Company’s

activities), the Board of Amber Grid approved the group-level risk list.

In each quarter of 2024, the Audit Committee of EPSO-G assessed the changes in the key risk indicators

of the Company, the effectiveness of risk management, and presented its conclusions and

recommendations to the Boards of Amber Grid.

To improve risk management and integrity within the Group, Power App, the Risk Management Information

System, has been installed. Using the tool, users can enter relevant risk information, depending on their

role, to generate relevant content from a common dataset, and to send reminders or comments related to

risk management.

Sustainability risks are treated as an integral part of the Group’s day-to-day operations and are integrated

into the risk management process. The Group assess all the risks against the criteria set for the

sustainability risks. Risks that meet these criteria are assigned to the relevant sustainability risk type.

6.2 KEY RISKS AND THEIR MANAGEMENT

6.2.1. Group’s risk map

6.2.2. Full description of the Group’s risks

1. Risk of delays in strategic projects

Risk level

Risk factors

External - technological

Internal - processes

Risk impact

Finances, reputation, business

continuity

ESG type

Governance

Risk area

Project management

Risk description

The Company implements complex,

large-scale projects included in strategic

planning documents at national level,

which are crucial for the development of

Lithuania’s energy system, the smooth

integration of RES, and the creation of

additional opportunities for market

participants to choose to consume

climate-neutral energy. Delays in

government and the Company’s projects

have a negative impact on the

achievement of the Company’s and/or

the Group’s strategic objectives. Delays

in the implementation of public projects

will prevent timely synchronisation with

the KETs and preparation for large-scale

RES integration.

Management measures

• The Company, together with the Group’s

Project Management Officer (PMO), monitor

and control government projects.

• Ongoing (passive and active) controls are in

place, such as monitoring of automated

State and Group project reports and KPIs,

and active involvement in risk management

and problem solving.

• The Company, together with the Group’s

PMO, participates in meetings between the

programme, the project team and the

project developer and contractors, joint

problem solving and risk assessment.

• Project process audits are carried out to

review in detail risks, issues, benefits,

timeliness and compliance with approved

processes.

2. Risk of disruption to systems used in core business

Probability

4; 7

1; 2

3; 6

Impact

Risk of delays in strategic projects

Risk of disruption to systems used in

core business

Risk of non-compliance with

occupational safety requirements

Risk of too little competition in

procurement procedures carried out

Cybersecurity risk

Risk of failing to meet the budget

Environmental impact mitigation risk

Trends in a risk level

Increase

No change

Decrease

VERY

HIGH

Risk level

Risk factors

External - political, technological

Internal - personnel, infrastructure

Risk impact

Finances, reputation, business

continuity

ESG type

Risk area

Electricity and natural gas system

management

Management of the assets attributed

to the transmission system

Risk description

One of the key roles and responsibilities

of the Company is to ensure secure,

reliable, and efficient operation of natural

gas and electricity transmission

systems. Technological risk

management aims to avoid disruptions to

operations and the disconnection of gas

or electricity to consumers.

Management measures

• To ensure reliable operation of transmission

systems, the Company implement

specialized information systems, modern

business management systems, update

accident and technological disruption and

emergency management, business

continuity plans on a continuous basis, and

set high standards for the contractors.

• To avoid disruptions to the transmission

systems, the systems are continuously

monitored, maintenance plans are drawn up

accordingly, and the necessary new

investments in network upgrades are

planned in time.

3. Risk of non-compliance with occupational safety requirements

Risk level

Risk factors

Internal - personnel

Risk impact

Human health, finances, reputation

ESG type

Corporate Social Responsibility

Risk area

Occupational Safety

Risk description

The Company places great emphasis on

occupational safety. Given the applicable

and most relevant occupational safety

requirements and the current

implementation situation, there is a risk

of non-compliance with the OHS

requirements.

Management measures

• Proper installation of workstations, timely

maintenance and control of systems,

equipment, work tools.

• Internal documents on health and safety

have been approved.

• Staff training, certification and briefings on

safety and health issues.

• Continuous monitoring and supervision of

employees' and contractors' compliance

with OHS requirements.

4. Risk of too little competition in procurement procedures carried out

Risk level

Risk factors

Internal - processes, personnel

External - economic

Risk impact

Finances, reputation

ESG type

Governance

Risk area

Purchases

Risk description

The companies implement large-scale

projects as part of NEIS. There is a risk

that insufficient competition from

suppliers will lead to economically

unfavourable tenders exceeding the

planned budget/not meeting the

company's needs or to the procurement

having to be cancelled and re-tendered.

Management measures

• The requirement to publish all procurements

with the value exceeding EUR 15 thousand

on the CPP IS have been taken into the

consideration, and additional publicity

platforms have been utilised.

• Requirement for promoters to identify at

least 3 Suppliers in their application or

justify a smaller number of suppliers.

• Requirement to carry out a market

consultation in all simplified and

international procurement.

• The principle of ‘4-eye’ control is set as a

minimum.

• Events are organised for the suppliers.

HIGH

MODERATE

5. Cybersecurity risk

Risk level

Risk factors

External - technological

Internal - personnel

Risk impact

Finances, reputation, business

continuity

ESG type

Governance

Risk area

Information security

Risk description

The information and data managed by

the Company are of strategic importance

for the security of Lithuania, therefore,

loss of such information or data, illegal

change or disclosure, damage thereof, or

termination of the data flow which is

necessary for a secure operation of

transmission systems may cause

disturbances of the activities of the

Company, cause damage to other

natural persons and legal entities.

Management measures

• In order to prevent cyber incidents, threats

to the information systems, physical

protection and security management

systems of the Company are regularly

assessed, existing security measures,

systems and/or tools are constantly

updated and new ones are introduced to

comply with the strict requirements of the

EU and the Republic of Lithuania’s

legislation on information security.

• The Company’s employees actively

participate in cybersecurity exercises to

train how to manage and respond to cyber

incidents targeting critical information

systems and networks, and to ensure the

functioning of their services.

6. Risk of failing to meet the budget

Risk level

Risk factors

External - economic

Internal - processes, personnel

Risk impact

Finances, reputation

ESG type

Risk area

Finance management

Risk description

There is a risk that the Company will fail

to meet their budgets and financial

plans, which will adversely affect their

ability to meet the commitments of

specific companies and EPSO-G as the

Group’s, as well as ability to meet

financial covenants and other

obligations, and to pay dividends.

Management measures

• Performance control (monitoring by EPSO-

G, the Boards) as part of the Integrated

Planning and Monitoring Policy.

• For the purpose of regulated activities,

comments and recommendations, as

appropriate, on decisions related to

recognition of expenses, changes in a

methodology, and development of a

common Group position.

• For the purpose of non-regulated activities,

review of, amendments to the action plan,

where appropriate.

7. Environmental impact mitigation risk

Risk level

Risk factors

Internal - processes, personnel

Risk impact

Environment, reputation, finances

ESG type

Environment protection

Risk area

Environment protection

Sustainability development

Risk description

Untimely or inaccurate recording and

reporting of sustainability-related

indicators, inaccurate calculation of GHG

emissions from the Group’s operations,

or delays in reporting compliance with

requirements to institutional investors

may result in sanctions from the

exchange authorities, and fines for

defaulting on commitments to investors.

There is also a risk of non-achievement

of EPSO-G’s long-term strategic

objectives and its commitments

(sustainability indicators) related to the

issued bonds when the regulatory

approval for the necessary investments

to reduce environmental impacts (GHG

emissions) is not obtained due to

regulatory restrictions or lack of cost-

effectiveness.

Management measures

• The Company is provided with the list of ESG

indicators to be selected. Additional

measures are also being put in place: ESG

system (IT solution) is developed for the

timely collection of sustainability-related

indicators.

• The Company is required to develop and

implement cost-effective mitigation plans

and related measures.

MODERATE

HIGH

MODERATE

In 2024, corruption, compliance, going concern risks were included in the Company’s key risk register. All

of these risks are medium or low level because of applied effective risk management measures. Being

aware of the importance of these risks for the achievement of the sustainability objectives, the Company

pays particular attention to the management and disclosure of these risks.

6.3 CLIMATE CHANGE RISKS

Given the importance of climate-change challenges in the energy sector, the EU regulations (the EU

Taxonomy Regulation, the European Sustainability Reporting Standards (ESRS), etc.), climate-related

risk disclosures and to improve related risk management, in 2023, Amber Grid AB together with other

EPSO-G Group companies and in partnership with consulting firm Deloitte conducted a comprehensive

analysis of the EPSO-G Group’s climate-related risks (physical and transition), opportunities and climate

scenarios (based on IPCC climate change scenarios) in the short-term (2026), medium-term (to 2030)

and long-term to 2050.

The evaluation was carried out in the EPSO-G Group for the first time and was guided by the

recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). The evaluation

report and methodology drawn up will help to improve the assessment and management of climate

change risks, improve disclosures to the Group’s stakeholders and strengthen the sustainability risk

management in the Group.

The assessment comprised climate-related physical risks (impact of occurrence of extreme weather

events on transmission infrastructure, buildings, offices) and transition risks (regulatory, technology,

reputation, market, public pressure), measures and indicators were developed to manage these risks.

Climate-related issues fall within the wide range of sustainability topics and are integrated into the

Group’s decision-making process (see earlier in Section “Risk management framework”).

Assessing climate change risks

The scale for assessing climate risks is based on the EPSO-G Group’s risk management methodology (the

same scale is being used), and the impact is understood as the financial impact compared to the income

level. The impact assessment was carried out at each company level, and then aggregated in the Group-

level analysis.

Due to the risk management measures already in place and applied in the Group, physical and transition

risks are identified as moderate or low. However, the Group, being aware of the importance of these risks

for the achievement of the sustainability objectives, will pay particular attention to the management

these risks, better disclosures and integration of risk-related opportunities into business strategy.

More detailed information disclosed in the Report on Climate Change Risks 2022/2023 (see reference to

the report).

7. MANAGEMENT REPORT

7.1. INFORMATION ON COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

Amber Grid complies with the Corporate Governance Code for Companies Listed on NASDAQ Vilnius Stock

Exchange (available at www.nasdaqbaltic.com; hereinafter “the Code”). The Code applies to the extent

that the Articles of Association of the Company do not provide otherwise. The Company has disclosed its

compliance with the requirements of the Code, and such information is available on the Company’s

website at http://www.ambergrid.lt, and on the Central Storage Facility at www.crib.lt.

7.2. ISSUED CAPITAL

The Company’s issued capital amounts to EUR 51,730,929.06. It is divided into 178,382,514 ordinary

registered shares with nominal value of EUR 0.29 each. One ordinary registered share with the nominal

value of EUR 0.29 gives one vote at the General Meeting of Shareholders. All shares are fully paid up.

There were no changes in the Company’s shareholder structure during 2024. EPSO-G UAB retained its

96.58% shareholding in the Company and was the only shareholder holding more than 5% of the

Company’s shares. EPSO-G UAB has a casting vote in the decision-making process at the General Meeting

of Shareholders.

7.3. SHARES AND SHAREHOLDER RIGHTS

The number of the Company’s shares that entitle their holders to vote at the General Meeting of

Shareholders matches the number of shares in issue, which is equal to 178,382,514 shares. All property and

non-property rights conferred by the shares of Amber Grid are equal, and none of the Company’s

shareholders has special control rights. Pursuant to Article 20 of the Law on Companies of the Republic of

Lithuania (hereinafter the “Law on Companies”), only the General Meeting of Shareholders of the

Company may take decisions on the issuance of new shares and the purchase of its own shares.

The Company is not aware of any arrangements between shareholders that may restrict the transfer of

securities and/or voting rights. There are no restrictions imposed on the voting rights at the Company.

In 2024, the Company did not acquire any own shares and did not enter in any transactions involving the

acquisition or disposal of own shares.

7.4. SHAREHOLDERS

As at 31 December 2024, Amber Grid had over 2600 shareholders (Lithuanian and foreign natural and legal

persons), whereof 1 (one) shareholder held more than 5% of the Company’s shares.

Shareholders of the Company

Shareholder

Registered office address/company code

Ownership interest, number of

EPSO-G UAB

Laisvės ave. 10, Vilnius, Lithuania, 302826889

172,279,125

Minority shareholders

6,103,389

In total:

178,382,514

Fig. 15. Shareholder structure as at 31 December 2024

7.5. DATA ON TRADING IN SECURITIES ON REGULATED MARKETS

Since 1 August 2013, the Company’s shares have been traded on a regulated market and quoted on the

Secondary List of NASDAQ Vilnius Stock Exchange.

Main data on Amber Grid’s shares

ISIN code

LT0000128696

LEI code

097900BGMP0000061061

Ticker

AMG1L

Issue size (units)

178,382,514

96,58%

3,42%

EPSO-G UAB Minority shareholders

In 2024, the Company’s turnover of trading in shares amounted to EUR 0.393 million (2023: EUR 0.410

million), 349,855 shares were transferred by way of transactions (2023: 337,659 shares).

As at 31 December 2024, the Company’s share market capitalisation amounted to EUR 206.92 million.

Share price dynamics on NASDAQ Vilnius, 2024

Amber Grid’s share price and turnover, 2024

As at 30 June 2024, Amber Grid’s share market capitalisation amounted to EUR 203.36 million.

7.6. DIVIDENDS

1,10

1,12

1,19

0,70

1,16

0,00

0,20

0,40

0,60

0,80

1,00

1,20

1,40

Opening price per share,

EUR

Weighted average price

per share, EUR

Highest price per share

(EUR)

Lowest price per share

(EUR)

Closing price per share,

EUR

10000

20000

30000

0,8

1,0

1,2

1,4

2023-01 2023-022023-03 2023-042023-05 2023-062023-072023-082023-092023-10 2023-112023-12

Share price, Eur Turnover, Eur

The EPSO-G Group’s and Amber Grid’s Dividend Policy

stipulates uniform rules for estimation, payment

and declaration of dividends across all companies of the EPSO-G Group.

The main purpose of the Dividend Policy

is to set clear guidelines regarding the expected return on equity

for the existing and potential shareholders through sustainable corporate value growth of the Group and

its companies, and development of the strategic projects, thereby consistently strengthening trust in the

whole group of energy transmission and exchange companies.

On 30 April 2024, the Ordinary General Meeting of Shareholders made the decision to pay out dividends in

total amount of EUR 20.17 million or EUR 0.1131 per share.

On 11 April 2023, the Ordinary General Meeting of Shareholders made the decision to pay out dividends in

total amount of EUR 12.1 million or EUR 0.0676 per share.

7.7. AGREEMENTS WITH INTERMEDIARIES OF PUBLIC TRADING IN SECURITIES

Amber Grid has an agreement with SEB Bankas AB for provision of accounting and related services of the

Company’s securities.

On 1 May 2024, a new agreement between the Company and AB SEB Bank on dividend

payment/distribution to minority shareholders came into force, under which AB SEB Bank calculates and

pays dividends to all shareholders of the Company.

Bank details

Details of AB SEB Bankas

Company code

112021238

Registered office address

Konstitucijos ave. 24, LT-08105 Vilnius, Lithuania

Phone

+370 5 268 2800

info@seb.lt

Website

www.seb.lt

7.8. MANAGEMENT STRUCTURE

The Company’s activities are governed by the Law on Companies and the Law on Securities, the

Company’s Articles of Association, and other legal acts of the Republic of Lithuania. The competence of

the General Meeting of Shareholders, the rights of shareholders and their enforcement are defined in the

Law on Companies and in the Company’s Articles of Association. The Company’s Articles of Association

are available at:

https://ambergrid.lt/en/doclib/q0ofcjrsdma13vm5v29pr98tuuskjkjh

The Articles of Association provide that they may be amended in accordance with the procedure laid down

in the Law on Companies.

The management bodies of the Company specified in the Articles of Association:

TheCompany’sandtheGroup’sDividendPolicyhttps://ambergrid.lt/mes/investuotojams/dividendai/605

• The general meeting of shareholders (hereinafter – the Meeting),

• The Board – a collegial management body,

• The Company’s CEO – the single-person management body.

The General Meeting of Shareholders

The Company’s procedure for convening the General Meeting of Shareholder, decision-making process,

and the powers of the General Meeting of Shareholders are consistent with those stipulated in the Law on

Companies, except for the additional powers of the General Meeting of Shareholders stipulated in Article

25 of the Company’s Articles of Association.

Article 25 of the Articles of Association provides that the General Meeting of Shareholders shall also

decide on (additional competence of the Meeting):

• appointment and removal of the Board members, remuneration of the Board members, conclusion of

contracts with the Board members and standard terms and conditions;

• suspension or non-suspension of members of the Board and the adoption of a decision in the event of

a conflict of interest between members of the Board, in the cases provided for in Article 48 of the

Articles of Association

;

• approval of decisions of the Board referred to in Article 36 (iii) to (vii) of the Articles of Association, if

the value, price or amount of the transaction concerned exceeds EUR 20,000,000 (twenty million

euro), and the decisions referred to in Article 36(viii) to (ix) of the Articles of Association

Board

The Articles of Association of Amber Grid stipulate that the Company’s Board consists of five members

appointed by the General Meeting of Shareholders for a term of four years. Two members of the Board

shall be independent members. A continuous term of office of a Board member shall be no longer than two

consecutive terms of office and, in any case, may not hold the Board member’s position for more than 10

(ten) consecutive years.

The selection of the Board members shall be carried out in accordance with the Description of the

Procedure for the Selection of Candidates to the Collegial Supervisory Body or Management Body of

Municipal Enterprise, State or Municipal Company or Subsidiary approved by Resolution No 631 of 17 June

2015 of the Government of the Republic of Lithuania.

The powers of the Board of the Company are consistent with those stipulated in the Law on Companies,

except for the additional powers stipulated in Articles 34–41 and Article 43 of the Articles of Association.

Additional powers of the Board encompass approval of the fundamental documents of the Company

(strategy, annual performance targets, budget, etc.), determination of employment terms and conditions

of the Company’s CEO, determination of prices for gas transmission services and other regulated services,

approval of disposal of the Company’s assets, conclusion of material transactions stipulated in the

Articles of Association.

The Board of the Company also fulfils the following supervisory functions:

• approves or opposes the conclusion of related party transactions, considering the opinion of AC;

• approves the description of the procedure and conditions for the valuation of transactions with related

parties concluded on an arm's length basis in the ordinary course of business, as provided for in the

Law on Companies;

• supervises the performance of CEO, provides feedback and proposals to the Meeting on CEO’s

performance;

• considers whether CEO is fit to hold the office in case the Company is operating at a loss;

• proposes to CEO to revoke his decisions that are contrary to laws and regulations, the Articles of

Association, decisions of the Meeting or the Board;

• decides on other matters pertaining to supervision of activities of the Company and the Company’s

CEO that are assigned to the authority of the Board under the Articles of Association or by the decision

of the Meeting.

If the Board is unable to take a decision which is also related (directly or indirectly) to personal interests of the Board member concerned, because no Board member can vote

on the matter due to a conflict of interest, the General Meeting of Shareholders shall take the relevant decision.

36. (iii) the acquisition of fixed assets for a price exceeding EUR 2,000,000 (two million euro) (if the price exceeds EUR 20,000,000 (twenty million euro); (iv) the investment,

disposal, lease of the Company's assets with a carrying amount exceeding EUR 2,000,000 (two million euro) (calculated separately for each type of transaction) (if the value

exceeds EUR 20,000,000 (twenty million euro), the Meeting's approval is required); (v) pledging or mortgaging (calculated on the aggregate amount of transactions) of the

Company's assets with a carrying amount exceeding EUR 2,000,000 (two million euro) (if the value exceeds EUR 20,000,000 (twenty million euro), the Meeting's approval shall

be required); (vi) guaranteeing or indemnifying the performance of other persons’ obligations in the amount of more than EUR 2,000,000 (two million euro) (if the value exceeds

EUR 20,000,000 (twenty million euro); (vii) enter into any other transactions / agreements (not mentioned in separate articles of the Articles of Association) on the basis of

which the Company acquires goods, services, works, the value of which, in a specific monetary expression, exceeds EUR 2,000,000 (two million euro) (if the value exceeds EUR

20,000,000 (twenty million euro); (viii) on the transfer, pledge, change of legal status or encumbrance of disposal of the Company's assets included in the list of objects and

assets of importance to ensuring national security provided for in the Law of the Republic of Lithuania on Protection of Objects of Importance to Ensuring National Security, if

the value of the said objects exceeds 1/20 of the Company’s authorised capital; (ix) the transfer of shares or other encumbrances on the disposal of shares or the rights

conferred by such shares or other encumbrances on the disposal of the objects referred to in point (viii) of this Article, the increase or decrease of the authorised capital of such

companies or any other action that may change the structure of the authorised capital of such companies (e.g., the issue of convertible bonds), and decisions on the

reorganisation, spin-off, restructuring, liquidation, restructuring or any other action which changes the legal status of the undertakings referred to in this point.

Information on Amber Grid’s Board members, CEO and Chief Accountant

Full name

Position

Term of office

Other

positions held

held in

Amber

Grid

Qualification

[1]

Dalius

Svetulevičius

Chairman of

the Board

Board member since

20/04/2022 (elected

on 20/04/2022)

Since 22/11/2022

elected Chairman of

the Board. The term of

office ended on

20/04/2024

EPSO-G UAB,

Technical

Manager

None

Kaunas University of

Technology, Bachelor in

Electrical Engineering; Master

in Measurement Engineering;

Vilnius University, Master in

Management and Business

Administration

Karolis

Švaikauskas

Board member

Since 20/04/2020

(elected on

20/04/2022)

Term of office ended

on 20/04/2024

Re-elected to the

Board on 30/04/2024

Head of the

Group for

Competition in

Energy Sector,

Ministry of Energy

None

Vytautas Magnus University,

Bachelor in History, Master in

Political Science and Baltic

Studies; Humboldt University

of Berlin, Scandinavian and

North European Studies

Ignas

Degutis

Independent

member of the

Board

Since 20/04/2020

Term of office ended

on 20/04/2024

CFO, RB Rail AS

(Rail Baltica)

None

ISM University of Management

and Economics, Master in

Economics; Baltic Institute of

Corporate Governance,

Education Programmes for

Council/Board Members and

Chairs

Sigitas

Žutautas

Independent

member of the

Board

Since 20/04/2020

Term of office ended

on 20/04/2024

Council member,

the Faculty of

Economics and

Business

Administration,

Vilnius University

None

Vilnius University, Master in

Business Management and

Administration; ESMT

European School of

Management and Technology,

Berlin, Post-graduate

Studies

Paulius

Butkus

Chairman of

the Board

From 11/04/2023 to

20/04/2024 – Member

of the Board

Elected for a new term

of office on

30/04/2024

Chair of the Board

from 10/05/2024

Head of

Development and

Innovation at

EPSO-G UAB

None

Vilnius University, Bachelor in

Nuclear Physics; Vilnius

Gediminas Technical

University, Master in Electrical

Engineering and PhD in

Electrical and Electronic

Engineering.

Peter Loof

Helth

Board member

Since 30/04/2024

None

Master's degree in

Mathematics and Economics;

Copenhagen Business School

Executive Leadership Studies

Darius

Kašauskas

Board member

Since 30/04/2024

Head of Finance

at the EPSO-G

Group

None

Master’s degree in Economics,

Vilnius University; ISM

University of Management and

Economics and BI Norwegian

Business School, Master's

degree in Management and

PhD in Economics in Social

Sciences.

Alexander

Feindt

Board member

Since 30/04/2024

NeuConnect

Head of

Regulatory Affairs

None

University of Konstanz,

Master’s degree in Politics and

Management.

Nemunas

Biknius

Company’s CEO

Since 08/04/2020

Chairman of

Supervisory

Council, Klaipėda

State Seaport

Authority

Holds

0.001055

% of

shares in

Amber

Grid

Vilnius Gediminas Technical

University, Master in Energy

and Thermal Engineering;

Aalborg University, Denmark,

Environmental Management

Studies;

ISM MBA Management Studies

Rasa

Baltaragienė

Head of

Accounting

Department

Since 02/12/2019

None

The Board held 16 meetings in 2024.

Attendance at the Board meetings in 2024:

Attended

Absent

Statistics of attendance at the Board meetings of Amber Grid

Meeting

date

Dalius

Svetulevi-

čius

Karolis

Švaikauskas

Sigitas

Žutautas

Ignas

Degutis

Paulius

Butkus

Alexander

Feindt

Darius

Kašauskas

Peter Loof

Helth

Jan 11

•

Not yet

elected

Not yet

elected

Not yet

elected

Jan 30

•

Not yet

elected

Not yet

elected

Not yet

elected

Key decisions of the Board in 2024:

On 11

January, the updated strategy of Amber Grid for 2021-2030 and the budget for 2024

was approved, also setting the objectives for the Company’s CEO for 2024.

Meeting

date

Dalius

Svetulevi-

čius

Karolis

Švaikauskas

Sigitas

Žutautas

Ignas

Degutis

Paulius

Butkus

Alexander

Feindt

Darius

Kašauskas

Peter Loof

Helth

February

•

Not yet

elected

Not yet

elected

Not yet

elected

19 March

•

Not yet

elected

Not yet

elected

Not yet

elected

27 March

(extraordin

ary)

•

Not yet

elected

Not yet

elected

Not yet

elected

10 May

Not yet

elected

•

Not yet

elected

Not yet

elected

•

20 May

(extraordin

ary)

Not yet

elected

•

Not yet

elected

Not yet

elected

•

28 May

Not yet

elected

•

Not yet

elected

Not yet

elected

•

18 June

Not yet

elected

•

Not yet

elected

Not yet

elected

•

July 23

Not yet

elected

•

Not yet

elected

Not yet

elected

•

August 27

Not yet

elected

•

Not yet

elected

Not yet

elected

•

September

(not

ordinary)

Not yet

elected

•

Not yet

elected

Not yet

elected

•

September

Not yet

elected

•

Not yet

elected

Not yet

elected

•

October 25

Not yet

elected

•

Not yet

elected

Not yet

elected

•

November

Not yet

elected

•

Not yet

elected

Not yet

elected

•

December

Not yet

elected

•

Not yet

elected

Not yet

elected

•

January

On 29

of January, the working conditions of the Company’s CEO were defined and the

achievement of the objectives of the CEO of 2023 was assessed.

On 27

of February, the new version of the list of compliance priority areas was approved,

also adopting a decision on voting at the General Meeting of Shareholders of GET Baltic, a

decision on the review of the evaluation of the performance of the Company’s CEO, his/hers

motivation and remuneration procedure, approving the Report on the Implementation of the

Company’s Strategy for 2021-2030, the Annual Report, as well as the set of annual financial

statements of Amber Grid, and approving the draft profit distribution and the submission of

proposals and feedback to the General Meeting of Shareholders.

On 30

of April, Amber Grid’s Ordinary General Meeting of Shareholders was convened, and

Board of Amber Grid was approved. Paulius Butkus, Darius Kašauskas, Karolis Švaikauskas,

Alexander Feindt and Peter Loof Helth were elected as members of the Board of Amber Grid.

Amber Grid’s set of consolidated and the Company’s financial statements for 2023.

Allocation of Amber Grid’s profit for 2023 was approved. Amber Grid’s Remuneration report

for 2023 was approved. The new Remuneration Policy for the Chief Executive Officer and

members of the Board was approved. An updated standard contract for the Board members

to serve on the Amber Grid’s Board was approved. Amber Grid’s remuneration levels and the

Board’s operating budget for 2024 and subsequent years were set. Approval of the new

version of Articles of Association.

On 10

of May, Paulius Butkus was elected the Chair of the Board, also confirming

independence of the Board members.

On 20

of May, Amber Grid’s gas transmission service prices for 2025 were approved.

On 28

of May, approval was given to the conclusion of the Asset Management Information

System Development Services and Hosting Services contracts, also approving their key

terms and conditions. The provision of humanitarian aid to Ukraine was approved and a

decision was made to convene an Extraordinary General Meeting of Shareholders.

On 18

of June, the granting of support to Vilnius Gediminas Technical University and

Panevėžys University of Applied Sciences was approved. The draft Amber Grid’s ten-year

(2024-2033) natural gas transmission network development plan was approved.

On 18

of June, an Extraordinary General Meeting of Shareholders of Amber Grid was

convened, also making a decision to conclude a humanitarian aid agreement.

On 23

of July, the decision was made to authorise the Company’s CEO Nemunas Biknis to

vote at the Extraordinary General Meeting of Shareholders of GET Baltic UAB. The updated

structure of the Company was approved, with effect from 1 September 2024.

On 27

of August, the cash-pool agreement between Amber Grid and EPSO-G was

terminated, and a new cash-pool agreement was concluded and new material terms and

conditions were approved.

On 13

of September, the decision was made on the settlement agreement with SOLIRIS

UAB.

February

April

May

June

July

August

September

On 26

of September, the provision of financial support to state enterprise Memorabilis and

humanitarian aid to Ukraine was approved and a decision was made to convene an

Extraordinary General Meeting of Shareholders. New prices for Amber Grid’s natural gas

transmission services in 2025, applicable at the entry and exit points of Kiemenai, were

approved.

On 18

of October, an Extraordinary General Meeting of Shareholders of Amber Grid was

convened, also making a decision to conclude a humanitarian aid agreement.

On 25

of October, approval was given to the amendment of some material terms of the

holding management services agreement.

On 12

of November, Amber Grid’s Board meeting calendar and Action Plan for 2025 was

approved. Decision was made to conclude the works contract for the Reconstruction of the

Elektrėnai Gas Distribution Station with MT Group UAB, and Physical and Technical Security

Services Contract with EUROCASH1 AB. A draft of Amber Grid’s new operational strategy to

2035 was approved.

On 10

of December, EPSO-G’s risk appetite was determined and the plan of risk

management measures for 2025 was approved. New monthly remuneration bands for Amber

Grid’s employees were approved and applied from 2025.

In line with the guidelines for the annual performance evaluation of the Group's collegiate bodies approved

by EPSO-G Remuneration and Nomination Committee, at the beginning of 2025 the Board of the Company

carried out an evaluation of its performance for 2024, and discussed the aspects of the implementation of

the action plan drawn up for 2024. The summarised evaluations of each of the members of the Board were

discussed at the Board performance evaluation session, which identified areas for improvement and set

out the directions to be taken to improve the business processes, drawing up an action plan for 2025,

which agreed on a focus on defence, optimisation of the Board's work and the training of the Board

members, and improvement of the sharing of information between the UAB EPSO-G Group and the

members of the Board.

Based on the Company’s Articles of Association, the Audit Committee’s functions at Amber Grid are

fulfilled by the Audit Committee of the parent company EPSO-G UAB.

Amber Grid has the following committees acting jointly within the EPSO-G Group:

• Remuneration and Nomination Committee

• Audit Committee

Detailed information on Amber Grid’s committees is accessible via following links:

• https://www.epsog.lt/lt/apie-mus/valdymas/atlygio-ir-skyrimo-komitetas

• https://www.epsog.lt/lt/apie-mus/valdymas/audito-komitetas

• https://www.epsog.lt/lt/apie-mus/valdymas/vidaus-auditas-1

To ensure transparency and efficiency of its operations, the EPSO-G Group has implemented a centralised

internal audit system. It means that the internal audit unit fulfils the assigned functions at the Group level,

and is directly accountable to the Board of EPSO-G UAB, the majority of which are independent members.

The auditors of EPSO-G UAB are not subordinate to the administration personnel of the auditee.

[1]

Information on the professional experience of the members of the Board, the Company’s CEO and other senior executives is available at (in

Lithuanian) https://ambergrid.lt/mes/amber-grid/vadovybe/3

October

November

December

Audit of the financial statements

On 30 August 2023, the General Meeting of Shareholders selected PricewaterhouseCoopers UAB as the

audit company that will perform the audit of the financial statements for the period of 2023-2025. The

remuneration for the audit of the Company’s financial statements was set of no more than EUR 432.9

thousand.

PricewaterhouseCoopers UAB conducted audit of the Company’s and its subsidiaries’ annual financial

statements (including regulated activity verification) for the year ended 31 December 2024 and 2023.

The fee for the audit services of PricewaterhouseCoopers UAB for the years ended 31 December 2023 was

EUR 77 thousand.

The fee for the audit services of PricewaterhouseCoopers UAB for the years ended 31 December 2024 was

EUR 75 thousand.

In 2024 and 2023, the non-audit services (regulated activity verification and other services) provided to

the Company by PricewaterhouseCoopers UAB amounted to EUR 17 thousand each year.

Remuneration management

On 25 October 2022, Amber Grid joined the updated EPSO-G Group Employee Remuneration, Performance

Appraisal and Self-development Policy (hereinafter the “Policy”), which applies to all employees of the

Company and is available on the Company's website. The Policy is approved/joined by decision of the

Company’s Board considering the recommendations of the EPSO-G Remuneration and Nomination

Committee. The Remuneration and Nomination Committee of EPSO-G periodically evaluates the

provisions of the remuneration policy, its effectiveness, implementation, and application. The aim of the

policy is to manage remuneration costs in an efficient, clear, and transparent way and, at the same time,

to create motivational incentives and to encourage staff to perform better, to contribute more actively to

the achievement of objectives, to go beyond the formal performance of their duties, to develop innovative,

out-of-the-box solutions, and to improve performance.

The remuneration of EPSO-G Group employees consists of the following components: monthly

remuneration; fringe benefits provided for in the Labour Code of the Republic of Lithuania, internal

regulations and collective agreements of the Companies; financial incentives; project incentives; one-off

bonuses for exceptional performance and innovation; fringe benefits; non-financial remuneration.

Fig 18. Remuneration structure

Components of remuneration

Monthly remuneration is the largest and most important part of the monetary remuneration, which

depends on the level of the post, determined for each post according to a methodology used in

international practice. The monthly remuneration of staff members is set within the limits of the

remuneration scales for the grade of the post concerned, taking into account the staff member’s

experience, competence, level of expertise and independence in performing the functions assigned to

the post, and the remuneration budget for the relevant year.

Financial incentives are determined by reference to the following standard criteria for assessing the

employee’s performance: the results of the assessment of the employee’s achievement of his/her

objectives, the assessment of the employee’s values, the results of the assessment of the employee’s

quality of performance. Financial incentives for the Company’s CEO are allocated by the Board of the

Company, and for other employees – by the Company’s CEO. The financial incentive is paid once a year

when the Board of the Company approves the audited financial results of the Company and when they are

confirmed by the resolution of the General Meeting of Shareholders.

A one-off bonus for exceptional performance may be payable by the decision of the Company’s CEO. For

the purpose of maintaining continuous progress, different incentives may be payable to encourage

innovation initiatives across the EPSO-G UAB Group. Such incentives may be payable for innovation-driven

approach and creativity of employees as they present their innovative ideas.

Amber Grid’s average remuneration by category of employees in 2024 (EUR/month):

Groups of job positions

2024

2023

Company’s CEO

14,137

15,612

Top-level managers

9,458

9,906

Middle and first-level managers

5,107

5,060

Expert professionals

3,270

3,171

Workers

1,965

1,768

Total:

3,228

3,078

Total annual wage guarantee fund, EUR thousand

14,652

13,755

Remuneration policy for members of collegial management bodies and CEO

On 20 April 2020, the General Meeting of Shareholders of the Company approved the Remuneration Policy

for CEO and Board Members of Amber Grid (the updated policy was approved by decision of the Company’s

General Meeting of Shareholders of 30 April 2024)

[1]

aimed at establishing common, clear and transparent

principles of monetary reward for work of the Company’s CEO and Board members and the remuneration

system based on these principles in order to effectively manage the Company’s operating costs and to

create motivational incentives for the CEO and Board members to contribute to the achievement of the

Company's mission, vision, values and objectives.

The principles of remuneration of members of the Company’s management bodies are also regulated by

the Guidelines for determining the remuneration of members of the management bodies of the EPSO-G

Group companies approved by a decision of the sole shareholder of EPSO-G.

When determining the remuneration for the management bodies, the Company follows a principle that the

size of the remuneration and its payment procedure should: promote creation of a long-term and

sustainable corporate value of the Company and the entire EPSO-G Group; match the workload of

individual bodies of the Company and their individual members; reflect as much as possible the actual

situation in the market, i.e. it has to be competitive in terms of the work pay offered in the market for the

professionals in the respective fields; ensure remuneration for responsibility undertaken by the

management bodies; ensure independence of the independent Board members; encourage attraction of

high-level professionals from the respective areas to join the Company’s management.

Remuneration for the functions fulfilled in the Company‘s Board may be payable only to those Board

members of the Company who meet the criteria set forth in the effective legal acts of the Republic of

Lithuania and the Guidelines for Determining the Remuneration for Fulfilment of Functions in the Bodies of

EPSO-G UAB and the EPSO-G UAB Group.

By decision of the Extraordinary General Meeting of Shareholders of 30 April 2024, the following fixed

monthly remunerations, before tax, were fixed as from the date of adoption of the decision of the General

Meeting of Shareholders:

Monthly fixed remuneration before tax

Job position

Monthly fixed pay

component (EUR)

Chairman of the Board (independent)

4600

Member of the Board (independent)

3500

Member of the Board (civil servant), if the civil servant neither holds the position nor

engages in activities of the collegial body of another SE/SOE and/or ME/MOE

2800

Member of the Board (civil servant), if the civil servant holds the position and engages in

activities of the collegial body of another SE/SOE and/or ME/MOE

1800

In addition, by the said decision of the General Meeting of Shareholders of 30 April 2024, the total annual

budget for 2024 for the remuneration of the Company’s Board members and additional expenses to

ensure activities of the Board were set at EUR 129.4 thousand.

SE - state enterprise, SOE - state-owned enterprise, ME - municipal enterprise, MOE - municipality-

owned enterprise

The tables below present information on remuneration of the members of the management bodies,

and annual changes in the remuneration amounts:

Remuneration of the Company’s CEO

Position

Full name

Date of

appoint

ment

Components

remuneration

Gross wage (EUR)

2019

2020

2021

2022

2023

2024

Company’

s CEO

Nemunas

Biknius

October

2019

Total, EUR

20,075

117,192

148,586

159,410

188,090

169649

Variable

component,

EUR

4,581

33,488

38,603

55,462

23000

Variable

component, %

23%

24%

29%

14%

The amounts of the remuneration paid to the Company’s CEO were in line with the Remuneration Policy,

and the variable remuneration component was s paid based on the implementation of the annual

objectives of the Company set by the Board.

The Company’s CEO do not receive a remuneration based on shares of the Company.

Remuneration of Board members

Position

Full name

Remuneration for work in the Board (EUR)

2018

2019

2020

2021

2022

2023

2024

Member of the

Board since

20/04/2022,

Chairman of

the Board since

22/11/2022

Term of office

ended on

20/04/2024

Dalius

Svetulevičius

Board member.

Re-elected to

the Board from

30/04/2024.

Chair of the

Board from

10/05/2024

Paulius

Butkus

Independent

member of the

Board. Term of

office ended on

20/04/2024

Ignas Degutis

11,713

16,800

17,278

36,876

11268

Independent

member of the

Board. Term of

office ended on

20/04/2024

Sigitas

Žutautas

3,850

14,125

21,000

30,535

30,078

36,876

11268

Board member

Karolis

Švaikauskas

439

18,432

20,118

Term of office

ended on

20/04/2024

Re-elected to

the Board on

30/04/2024

Member of the

Board from

30/04/2024

Peter Loof

Helth

28,167

Member of the

Board from

30/04/2024

Darius

Kašauskas

Member of the

Board from

30/04/2024

Alexander

Feindt

28,167

A fixed monthly salary paid to the Board members of the Company is not depend on the financial or non-

financial performance of the Company. No variable component or other bonuses are paid to the Board

members of the Company. The Board members of the Company also do not receive any share-based

payment awarding shares of the Company

[1]

The Policy is available on the Company’s website at www.ambergrid.lt

Compliance Management in 2024  

Amber Grid has Compliance Management System, designed to:

1. protect the Company from financial or reputational damage that may result from behaviour that

does not meet internal and external requirements; 

2. manage the risks of non-compliance and mitigate their impact and likelihood of occurrence; 

3. promote a culture of compliance, i. e. encourage employees to work in accordance with the set

requirements and to justify their application on the Group’s values.    

The Company’s compliance is based on the Three Lines Principle and principle governing the use of the

risk-based approach. In 2024, the Company focused their compliance activities on the following high-risk

compliance priority areas: 

Personal Data Protection

Ensuring monitoring of personal data protection legislation, management of personal data security

incidents, provision of consultations, assessment and coordination of personal data processing

agreements, updating of the Company’s activity records, legitimate interest assessments, etc. The

Description of Personal Data Security Incident Management is approved. Data Security Memo is prepared

for employees working with Artificial Intelligence (AI) applications. All Company’s employees received

practical training on the use of AI while ensuring safe use of data, and training on Personal Data Protection

(144 employees attended the training).

Compliance with sustainability requirements

An action plan for the sustainability compliance priority area for 2024 has been developed. A list of key

legislation relevant to sustainability has been drawn up and is included in the Company’s monitoring of

legislation.

Operation/Materials Control

In 2024, the Company developed and approved the Description of Control on Bringing Materials and

Equipment into Operation. Identification and assessment of the likelihood of corruption has been carried

out and a conclusion on the ‘Control of Materials Input During Construction Works for Amber Grid’ has

been issued. Employees received continuing training (technicians) on ‘Changes in the Law on

Construction 2023-2024’.

To improve compliance management, in 2024, with the joint efforts of the Group companies, the

Compliance Management Methodology was updated, the key compliance management indicators were

defined and the compliance management maturity assessment methodology was established. The

methodology guided the compliance management maturity assessment of Amber Grid AB during the

reporting period. In view of the outcome of this assessment and the drive for a higher level of maturity, the

Company’s strategy priorities, shareholder expectations and regulatory developments, the Group has, for

the first time, the Compliance Management Framework 2025-2027 was established at the Group level,

outlining the key priorities and directions for these activities over a three-year period. To promote a

culture of compliance, as it was every year, we communicated with employees on external and internal

regulatory requirements, organised training, and encouraged to report non-compliance.

In 2024, no significant non-compliance issues were identified in Amber Grid.

Anti-corruption activities and conflict of interest management

Amber Group’s business decisions are guided by the principles of objectivity, impartiality, transparency,

accountability and the rule of law, combined with the zero tolerance to corruption or any other forms and

manifestations thereof. With the aim to build a transparent and trust-based Company, we continuously

assess and implement measures to manage corruption risks. The Company’s anti-corruption activities are

based on the international standard ISO 37001:2016 Anti-bribery management systems — Requirements

with guidance for use, as well as the following measures implemented in the Company:

Restrictions are

set for gifts and

support offered

Measures to

manage conflicts

of interest are in

place

Corruption risks

are identified

Helpline is

available

Personnel security

is ensured

Business partner

screenings are

conducted

Internal

investigations are

conducted

Contract

transparency

measures in place

Procurement

transparency is

ensured

Employee training

is conducted

In 2024, an international management accreditation body issued certificates to three of the Group’s

companies, Litgrid, Amber Grid and EPSO-G, confirming their anti-corruption management systems

compliance with the standard requirements. It demonstrates the ability of companies to prevent

corruption risks, build trust in the supply chain and protect their reputation through tangible and

organised measures.

Corruption risk assessment is carried out in the Company on annual basis in accordance with the Group’s

Risk Management Policy and methodology, and the status of implementation of the measures identified

to manage corruption risk is assessed on quarterly basis. To better manage third-party corruption risk, in

2024, together with other Group companies, we developed a business partner screening system, defining

procedures for assessing risks related to business partners.

Anti-corruption education of employees is an important part of our Company’s anti-corruption activities,

delivered in various forms: training sessions for external or in-house coaches, specialised e-trainings on

‘Conflicts of Interest’ and ‘Public Procurement’ on e-training platform of Special Investigation Service (58

employees), and communication messages on the current anti-corruption related issues. To ensure

consistent anti-corruption awareness-rising among employees, we developed an interactive mandatory

anti-corruption training in 2024. As of 2025, all employees of the Company will be required to complete the

training, which will also be included in the set of mandatory trainings for newcomers. We also built

competences of our anti-corruption experts by inviting guest speakers to give a talk on practical topics of

conflict of interest management.

On 9-12 December 2024, Amber Grid organised an Anti-Corruption Week, during which employees were

actively involved in various discussions, training sessions and a survey. A corruption tolerance survey was

conducted among the Company’s employees to determine employees’ approach to corruption and to

identify aspects of anti-corruption requiring improvement. The survey was updated with new questions

and a new title, which is Anti-Corruption Culture Survey. The employees’ participation rate remained

similar to recent years (120 in 2024, 119 in 2023). The answers to the main survey questions are positive

for several consecutive years: percentage of employees who have not encountered any forms corruption

in their work (98% in 2024, 98% in 2023, and 97% in 2022), percentage of employees who know where to

go to report a case of corruption (95% in 2024, 98% in 2023, and 97% in 2022). The new survey questions

(knowledge about withdrawal in the event of a conflict of interest, actions after receiving a gift, etc.)

provided new indications in terms of raising anti-corruption awareness.

Key anti-corruption indicators:

2022-2024: no any cases of corruption identified; no any corruption-related cases filed against the

Company/employees; no any corruption cases identified due to which contracts with business partners

are not concluded.

The Company has Helpline– sauga@ambergrid.lt. Reports can also be submitted via the Group’s Trust line

– pranesk@epsog.lt.

The Company’s employees and other stakeholders can directly or anonymously report, without fear of

negative consequences, vie Helpline sauga@ambergrid.lt, by phone +37061270606, by mail – to the

Company’s registered office at Laisvės ave. 10, Vilnius, may report suspected violations, unethical or unfair

behaviour to the designated person or to other employees of Prevention Department. No reports related

to manifestations of corruption were received in 2024.

Management of Conflicts of Interest

The Company’s governance framework promotes avoidance of conflicts of interest among and members

of collegial bodies, and ensures a transparent and an effective conflict of interest disclosure mechanism.

The Company has an integrated model for the declaration of private interests as defined in the Policy of

Management of Interests of Employees and Members of Collegial Bodies. It requires to disclose all private

interests of the Company’s employees and members of the collegiate bodies in an internal declaration

form prescribed by the Group, and, when applicable to the job position and functions, in PINREG, the

Amber Grid implements active monitoring, control and supervision of private interests: assessing

potential conflict of interest situations during the job application process, reviewing and analysing

declarations, recommending on potential conflicts of interest management and actions and/or decisions

requiring refraining.

As part of the implementation of the Policy of Management of Interests of Employees and Members of

Collegial Bodies, and to ensure the proper functioning of the conflict of interest framework, the legislation

governing the management of interests in Amber Grid was developed and adopted in 2024, defining the

procedures for declaring, and refraining, removing, monitoring, supervising and controlling in the context

of private interests.

The Company’s anti-corruption activities are targeted to managing corruption risks in Lithuania and

abroad. The Company's employees cooperating with foreign officials or officials acting in foreign countries

shall be guided in their activities by the principles set in the Anti-Corruption Policy, including the principle

of zero tolerance to corruption.

In 2024, no cases of bribery of officials in international business transactions, corruption or other

corruption manifestations abroad or in Lithuania were detected in EPSO-G and its subsidiaries.

At the end of the reporting period:

• The members of the collegial management bodies, administrative staff and the Group companies’ CEOs

have not acquired any shares in EPSO-G group companies, except for Nemunas Biknius, CEO of Amber

Grid, who holds 0.001055% of shares in Amber Grid. His shareholding remained unchanged during the

reporting period.

• The declarations of interests of all members of the collegial management bodies, members of the Board

and the Company’s CEO, are submitted and published in the Register of Private Interests (PINREG), on

the website of the Chief Official Ethics Commission (COEC) and at www.epsog.lt. All CEO’s of EPSO-G

Group companies have submitted declarations of interest to the holding company to the extent and

according to the procedure set out in the Group’s Policy of Management of Interests of Employees and

Members of Collegial Bodies, which is available at www.epsog.lt in the menu item “Operating Policies”.

• No any conflicts of interest among members of the collegial management bodies and the Group

companies’ CEOs .

• Members of the collegial management bodies and Group companies’ CEOs have not been convicted of

any criminal offence, have not been subject to any indictment or sanction by any regulatory authority

in the last five years, have not been barred by a court from holding any office as a member of the

Company’s administrative, management or supervisory bodies of the Company or from holding any

managerial position or from managing the affairs of any issuer.

• EPSO-G, Amber Grid has not entered into any transactions with the above-mentioned persons which

are outside the operating activities of the Company or which have not been duly notified to and

authorised by EPSO-G, Amber Grid’s collegiate management bodies.

8. INFORMATION ON SUSTAINABILITY MATTERS

TABLE OF CONTENT

8.1. ABOUT THE REPORT……………………………………………………………………………………………………………………………………….

8.2. SUSTAINABILITY GOVERNANCE……………………………………………………………………………………………………………………

8.3. STRATEGY, BUSINESS MODEL AND VALUE CHAIN…………………………………………………………………………………….

8.4. DOUBLE MATERIALITY ASSESSMENT………………………………………………………………………………………………………….

8.5. ENVIRONMENTAL AREA…………………………………………………………………………………………………………………………………

E1 CLIMATE CHANGE………………………………………………………………………………………………………………………………………………….

E2 POLLUTION………………………………………………………………………………………………………………………………………………………………

E3 WATER AND MARINE RESOURCES…………………………………………..……………………………………………………………………….

E4 BIODIVERSITY AND ECOSYSTEMS…………………………………………………………………………………………………………………….

E5 RESOURCE USE AND CIRCULAR ECONOMY………………………………………………………………………………………………….

8.6. SOCIAL AREA

S1 OWN WORKFORCE……………………………………………………………………………………………………………………………………………….

S3 AFFECTED COMMUNITIES………………………………………………………………………………………………………………………………….

S4 CONSUMERS AND END USERS………………………………………………………………………………………………………………………….

8.7. GOVERNANCE AREA

8.8. EU TAXONOMY REGULATION INDICATORS…………………………………………………………………………………………………

8.9. INDICES……………………………………………………………………………………………………………………………………………………………

8.1. ABOUT THIS REPORT

BP-1 – GENERAL BASIS FOR PREPARATION OF THE SUSTAINABILITY STATEMENTS

This section presents the company's Amber Grid (the "Company" or Amber Grid) sustainability information

(the "Sustainability Report") for 2024.

This report is not yet subject to the provisions of the Corporate Sustainability Reporting Directive (CSRD)

requirements – it has been developed voluntarily to maximise its compliance with the European

Sustainability Reporting Standards (ESRS). The Company will fully comply with ESRS starting from the

2025 reporting period when the sustainability report is prepared according to all applicable requirements

and is subject to an external independent audit.

The Company is a member of the EPSO-G group of companies (the "Group" or “EPSO-G). Therefore, its

sustainability information is also included in the Group's consolidated sustainability report for 2024, which

complies with the ESRS requirements and has been verified by an external independent auditor.

The Sustainability Report presents the Company's achievements and goals in the environmental, social

and governance areas (ESG). The information provided covers all of the Company's direct activities and

its value chain. The Sustainability Report is prepared in cooperation with external sustainability reporting

experts to ensure quality and comprehensiveness. The report is published as part of the annual

Management Report.

The Company has not used the option to omit specific information corresponding to intellectual property,

know-how, or the results of innovation or other confidential and sensitive information, as outlined in ESRS

standard, part 1 (ESRS 1).

According to Appendix C of ESRS 1, certain disclosure requirements or datapoints of disclosure

requirements in ESRS may be omitted in the first year(s) of preparation of the sustainability statement

under the ESRS (for the Company – for the reporting year 2025). Therefore, in this report, the Company

does not disclose information under disclosure requirements SBM-1 40.b. and 40.c., SBM-3 48.e., E1-9, E2-

6, E5-3, E4-6, and E5-6, to which this phase-in provision applies.

BP-2 – DISCLOSURES IN RELATION TO SPECIFIC CIRCUMSTANCES

For the purposes of this report, the Company uses the ESRS definitions of short-, medium- and long-term:

short-term – up to 1 year, medium-term – 2 to 4 years and long-term – more than 5 years. This time

perspective is consistent with the periods used by the Group to ensure consistency across the Group.

In addition to the information required by the ESRS, the Company includes tables with key performance

indicators of the EU Taxonomy in its Sustainability Report based on the templates of Commission

Delegated Regulation (EU) 2021/2178.

For this reporting period, the Company applied the ESRS standard for the first time, ensuring that all

disclosures were presented in compliance with ESRS requirements. The disclosed indicators include

comparative information for the previous reporting periods of 2021–2023, except for GHG indicators, for

which information is provided from the base year (2019).

The methodology used to calculate Scope 3 GHG emissions is detailed in the

E1 Climate Change

chapter.

No other value chain indicators covering upstream/downstream value chain data are included in the

report.

In 2024, based on updated emission factors and a refined natural gas calculation methodology, the

baseline Scope 1 and 2 GHG emissions for 2019 were recalculated (rebaselining). To ensure data

comparability and accurately track the progress of the Group's companies, similar recalculations were

performed for GHG emissions data for 2020–2023. This update allows for a more precise assessment of

emission changes, ensures consistent monitoring of emission reductions in line with the SBTi

methodology, and guarantees compliance with industry best practices and regulatory requirements.

There have been no other changes in the preparation or presentation of the Sustainability Report

compared to the previous reporting period. No quantitative indicators with a high level of measurement

uncertainty were identified, nor were any significant errors from the previous reporting period detected.

As the Company is part of the EPSO-G group of companies, it does not fall under the phase-in provisions

applicable to companies with fewer than 750 employees. Although phase-in provisions could apply to

Amber Grid individually, the Company does not utilize them, as the conditions do not apply to the entire

EPSO-G group. To ensure consistency and alignment with the Group’s report, the Company provides all

material information required under Disclosure Requirements E4 ESRS, S1 ESRS, S2 ESRS, S3 ESRS, and S4

ESRS.

8.2. SUSTAINABILITY MANAGEMENT

GOV-1 – THE ROLE OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

Amber Grid aims to actively contribute to the transformation of the energy sector by balancing

environmental, social, and economic objectives. The Company strives to adhere to best sustainability

management practices and principles, ensuring that sustainability considerations are integrated into

both strategic decisions and day-to-day operations.

EPSO-G's corporate sustainability governance structure aligns with the Group's corporate governance

framework. Management, supervisory, and advisory bodies oversee and manage sustainability issues

within their respective areas of responsibility and expertise. Detailed information on sustainability

management and monitoring at the Group level is provided in the EPSO-G Consolidated Management

Report for 2024.

"Amber Grid's long-term strategic sustainability objectives are formulated, reviewed and monitored by the

Company's Board of Directors. It also approves the Company's annual targets, which include sustainability

commitments.

he company's environmental, social responsibility and governance objectives are allocated to the relevant

functional units according to their competencies, such as environmental protection, occupational safety,

organisation development, risk and compliance management, etc. In addition, the Company has a person

responsible for ensuring the implementation of the principles of equal opportunities.

COMPOSITION OF ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

The Articles of Association provide for the following bodies of the Company:

• General Meeting of Shareholders (non-executive members).

• Board of Directors (5 non-executive members).

• The Chief Executive Officer of the Company (sole executive management body).

Details of the Company's corporate governance are set out in Chapters 7, 8 of the Management Report.

To ensure a comprehensive and integrated approach to sustainability management, the Company

actively invests in enhancing sustainability-related knowledge and attracting as well as developing

relevant competencies.

The Company regularly organises training sessions and presentations on sustainability topics and

engages external consultants to maintain a high level of expertise. Managers are routinely briefed on

sustainability policies, legislative developments, and key initiatives in this area.

Sustainability education and the active involvement of managers contribute to the effective achievement

of objectives and strengthen their competencies by fostering a conscious and responsible approach to

sustainable practices.

GOV-2 – INFORMATION PROVIDED TO AND SUSTAINABILITY MATTERS ADDRESSED BY THE

UNDERTAKING’S ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

The Company's governing bodies are regularly informed about material impacts, risks, and opportunities.

The Board discusses relevant issues, including those related to sustainability, on a monthly basis. The

Board plans and conducts its activities in accordance with its annual work plan.

In the first year of reporting, the Double Materiality Assessment considered all topics from the ESRS list,

as well as other sustainability topics relevant to the Company.

GOV-3 – INTEGRATION OF SUSTAINABILITY-RELATED PERFORMANCE IN INCENTIVE SCHEMES

Amber Grid's remuneration policy is outlined in the

Report on the Implementation of the Remuneration

Policy

section of the Management Report. The Company does not have any sustainability-related

incentive schemes or remuneration policies for members of the governing bodies.

GOV-4 – STATEMENT ON DUE DILIGENCE

So far, the Company is not subject to legal requirements for sustainability due diligence. Therefore, no

specific due diligence system is in place. However, the Company continuously assesses potential

negative impacts within its operations and value chain, strives to prevent them, and is committed to

cooperating in addressing any negative impacts should they occur or should the Company contribute to

them.

Despite the absence of a formalised due diligence system, some elements have already been integrated

into the Company's operations. The key aspects and steps outlined in ESRS 1, Chapter 4

Due Diligence

correspond to several horizontal and topical disclosure requirements under ESRS. The table below

outlines how and where the main aspects and steps of the due diligence process are reflected in the

Company's Sustainability Report.

Key elements of the due diligence

Parts of the sustainability report

a) Integrating due diligence into governance, strategy and business model

GOV-1, GOV-2, GOV-3, SBM-3

(b) Involvement of affected stakeholders in all key stages of due diligence

GOV-2, SBM-2, IRO-1, MDR-P, E1, E2, E3, E4,

E5, S1, S3, S4, G1

IRO-1, SBM-3

d) Taking action to address these negative impacts

MDR-A, E1, E2, E3, E4, E5, S1, S3, S4, G1

e) Monitoring and communicating the effectiveness of these efforts

MDR-T, E1, E2, E3, E4, E5, S1, S3, S4, G1

GOV-5 – RISK MANAGEMENT AND INTERNAL CONTROLS OVER SUSTAINABILITY REPORTING

Sustainability reporting aligns with Group-level principles and processes related to regulatory compliance,

risk management, and internal control. Internal control in sustainability reporting is based on risk

identification, analysis, and a focus on the most significant identified risks. The Group's risk management

process follows the principles of the COSO (ERM) framework. To ensure a unified risk management

approach across all companies, the Group has adopted a risk management policy that defines the key

principles and responsibilities within the EPSO-G Group, based on shared principles.

Sustainability risks are regarded as an integral part of the Group's day-to-day operations and are

embedded within the risk management process. The Group assesses risks against specific criteria within

sustainability areas, and those meeting these criteria are categorised under the relevant risk type within

the sustainability domain. Risks related to sustainability reporting primarily concern the accuracy and

reliability of data and information.

PSO-G The role of administrative and supervisory bodies:

• The Board: decides on the formulation, approval and implementation of the Group's sustainability-

related policies. Sets the Group's strategic sustainability directions, approves strategic sustainability

objectives and monitors their implementation. Analyses and evaluates the material provided by the

Company on strategic issues related to the development of the Group's corporate sustainability

(environmental, social and human rights and governance), and ensures that the appropriate

organisational and technical arrangements are in place to carry out the Company's activities in this

area.

• Nomination Remuneration and sNomination Remuneration Committee: Provides

recommendations on the system for strengthening equal opportunities, inclusion and diversity within

the Group, assists in the selection of members of the management and supervisory bodies, makes

other recommendations relating to the nomination of members, and makes recommendations on the

remuneration system and the level of remuneration. Oversees the performance of the governing

bodies and the remuneration policy and the system for strengthening equal opportunities, inclusion

and diversity within the Group.

• Group Audit Committee: Oversees the preparation and auditing of the Group's (including the

Company's) financial statements and sustainability reporting processes, oversees the Group's internal

controls, risk and compliance management, and the effectiveness of its business processes (including

in the area of sustainability), and makes recommendations on these matters. Oversee processes

related to sustainability data, monitor third-party assurance reviews.

8.3. STRATEGY, BUSINESS MODEL AND VALUE CHAIN

SBM-1 STRATEGY, BUSINESS MODEL AND VALUE CHAIN

We operate the Lithuanian natural gas transmission system. Our responsibility is the transmission of

natural gas to consumers, as well as the operation, maintenance, and development of infrastructure.

Amber Grid's goal is to transform the natural gas system by 2030, adapting it to safely transport

renewable energy sources and contribute to a cleaner future for all. We plan to modify the gas

transmission system to accommodate new energy sources, enabling Lithuanian pipelines to carry

hydrogen as well as natural gas.

We are committed to supporting a climate-neutral economy. By supplying green energy in Lithuania and

abroad, we help reduce the impact on climate change by focusing on energy from renewable sources.

Our transmission system includes:

• Main gas pipelines.

• Gas compressor stations.

• Gas metering and distribution stations.

• Corrosion protection devices for gas pipelines.

• Data and communication systems.

Our customers include Lithuania’s large and medium-sized enterprises, as well as companies supplying

natural gas. More information on customers and services can be found in the Amber Grid Management

Report 2024.

Amber Grid employs qualified specialists with many years of experience in gas system maintenance and

management knowledge. At the end of the reporting period 2024, the Company employed 352

employees.

COMPOSITION OF AMBER GRID

We have been in business since 2013 and became a natural gas transmission system operator in 2015. We

are part of a state-owned group, EPSO-G. The Group consists of energy transmission and exchange

companies. We are members of the European Network of Transmission System Operators for Gas

ENTSOG.

Amber Grid owns 34% of GET Baltic shares. The latter organises and develops natural gas exchange

trading in Lithuania, Latvia, Estonia and Finland. GET Baltic is majority-owned by the European Energy

Exchange AG (EEX).

Amber Grid has also connected biomethane producers to the existing grid, thereby contributing to

Lithuania's renewable energy development. The integration of biomethane into the joint energy system is

one of the main energy goals of European countries, and it opens up new opportunities for the Company's

customers to expand and develop.

INFORMATION ON THE SECTOR OF ACTIVITY

The Company operates in the fossil fuel sector (gas), i.e. it derives its revenues from the distribution –

including transport, storage and trade – of fossil fuels as defined in Regulation (EU) 2018/1999 of the

European Parliament and of the Council, Article 2, p. 62.

The income derived from these activities is shown in the Company's financial statements: Group

companies do not derive revenues from taxonomy-aligned activities (4.29, 4.30, 4.31) related to fossil gas.

SUSTAINABILITY DIRECTIONS AND TARGETS

Amber Grid's renewed strategy, together with EPSO-G Group companies, clarifies the Group's shared

mission to accelerate energy independence and increase system reliability, as well as its vision to enable

green transformation while safeguarding energy and national security interests. A range of strategic tools

will be utilised to achieve these goals, including financing, innovation and digitalisation, partnerships,

asset development and management, as well as improvements in supply chains and procurement.

Amber Grid aims to contribute directly to the Sustainable Development Goals. The Company focuses on

ensuring access to clean and modern energy, taking action to combat climate change, developing resilient

infrastructure and promoting innovation, ensuring safe working conditions, employee well-being and

developing a sustainable supply chain. Green energy is at the heart of the Company's strategy and

strategic plan.

Sustainability is an integral part of the Company's activities, and its key objectives are integrated into the

EPSO-G group's long-term corporate strategy, which was updated in 2024. More information on the

Group's strategic sustainability objectives can be found in EPSO-G’s Consolidated Management Report

2024.

Information on Amber Grid's Strategy 2035 can be found in the Amber Grid Management Report 2024,

section . A more detailed presentation can also be found here: Strategy 2035.

The Company's key environmental, social and governance objectives:

ENVIRONMENTAL AREA

•

Climate – Achieve a net-zero GHG

emissions balance by 2050.

•

Impact – Ensure no net loss of

biodiversity.

SOCIAL AREA

•

Health and Safety – Foster a safe,

positive working environment and

culture.

•

People and Communities –

Empower individuals and create a

positive impact on communities.

GOVERNANCE AREA

● Governance – Uphold

transparency, responsible

operational and supply chain

management, and sustainable

finance.

VALUE CHAIN

The diagram below visually represents EPSO-G’s value chain, including Amber Grid, encompassing both

the upstream value chain, which includes suppliers and resources, and the downstream value chain,

where value is delivered to customers and society. It highlights the key resources and dependencies

within the company’s operating model, from core business activities to final outcomes.

SBM-2 INTERESTS AND VIEWS OF STAKEHOLDERS

To successfully achieve its strategic objectives and ensure sustainable development, the Company must

maintain a regular dialogue with stakeholders, consider their expectations and integrate them into the

decision-making process. Stakeholders are groups whose activities significantly impact the Company or

may be substantially impacted by the Company.

The Sustainability Report's content is based on key stakeholders' insights, needs and expectations. The

table below highlights the main stakeholder groups, their engagement, and how the Company addresses

their concerns. The analysis of these engagement results was also used in the double materiality

assessment process.

The Company's administrative, management and supervisory bodies are informed of stakeholder

concerns if needed.

Table 18. Key stakeholders and methods of engagement

Key

stakeholders

Company’s methods of engagement

How the Company considers the results of the

engagement

Customers

• Initiating and organising informative events,

publishing articles and newsletters and

communicating with customers on social media.

We operate in a business-to-business (B2B)

environment; therefore, it is crucial to understand

our customers' needs and develop tailored

services and solutions that contribute to

implementing our strategy.

Employees

• Conducting regular employee engagement

surveys.

• Applying uniform principles of equal pay and

social responsibility towards employees.

• Organising employee meetings and sharing

information via intranets.

• Setting team goals and monitoring results.

Empowered, professional and values-driven

employees are essential to achieving the Group's

vision and strategic objectives.

The Company is committed to creating a safe,

positive working environment and culture as part

of the Group's long-term strategy by enhancing

internal politics and developing improvement

plans.

Shareholders

and investors

• Publishing interim (quarterly) and annual

reports on the Group's financial and operational

performance.

• Holding regular meetings to discuss topical

issues.

The Company's business strategy is designed to

align with both national and international

expectations for the region.

The success of our strategic projects relies

directly on shareholder trust and timely decision-

making.

The Group considers shareholders' expectations

when defining strategic priorities and enhancing

sustainability-related governance.

Foreign

partners: Energy

transmission

and biofuels

exchange

operators

• Initiating and participating in professional

meetings and conferences to present the

strategic objectives.

• Engaging in joint working groups.

• Taking part in international organisations that

bring together electricity and gas transmission

operators.

The Company is actively engaged in national and

international activities to safeguard the country's

interests and strengthen its position in the Baltic

region and Europe.

Partnerships with foreign operators enable the

Company to develop new markets, drive

innovation, and enhance the overall sustainability

and efficiency of the sector.

National

regulatory

authority

• Providing timely information to regulators.

• Cooperating on the implementation of new

market mechanisms.

• Holding regular meetings to discuss topical

issues.

Cooperation with the regulator enables the

Company to ensure regulatory compliance,

strengthen long-term operational stability, and

foster social trust, thereby contributing to

sustainable growth and an enhanced market

reputation.

State

representatives

• Holding regular meetings to discuss key issues.

• Presenting or speaking on relevant topics in

Parliamentary Committees and Government

meetings of the Republic of Lithuania.

• Participating in inter-institutional working

groups.

Cooperation with government representatives is

essential to ensuring a coherent, long-term vision

for the energy sector and facilitating the smooth

implementation of key national and regional

projects.

Suppliers of

services and

goods

• Consulting market players and conducting

market research.

• Developing public procurement plans and

policies.

• Organising Supplier Day events.

The contribution of suppliers is essential to

ensuring the continuity and efficiency of the

Group’s activities, thereby strengthening and

enhancing the value chain. Their role extends

beyond maintaining a stable supply process; it

also fosters compliance with quality standards,

drives innovation, and supports sustainability

objectives.

Suppliers act as strategic partners, enhancing the

efficiency, resilience, and adaptability of the value

chain in response to dynamic market conditions

and evolving environmental and social demands.

Contractors

• Organising annual informational events for

potential contractors.

• Announcing procurement plans and consultations

in advance to promote stronger competition

among bidders.

• Auditing the work carried out by contractors.

Contracting extends beyond cost efficiency and

process optimisation; it plays a key role in advancing

sustainability objectives. By collaborating with

sustainable contractors, the Company can minimise

its ecological footprint, promote the responsible use

of resources, and uphold higher environmental

standards. This partnership model enhances the

resilience of the value chain, improves

environmental performance, and supports long-term

sustainable development.

Non-

governmental

organisations

(NGOs)

• Cooperating on investment projects.

• Participating in associations as active members.

• Sharing information to drive collective progress.

Collaborating with NGOs enables the Company to

contribute to global progress while leveraging

specialised knowledge and resources. It also

provides an opportunity to engage with wider

target audiences and enhance the impact of

sustainability initiatives.

Trade unions

• Facilitating trade unions or labour councils.

• Negotiating collective agreements with trade

unions or labour councils.

• Holding periodic meetings with employees or

their representatives to discuss the

implementation of collective agreements.

• Consulting and informing trade unions or labour

councils when making decisions related to

labour management relations.

Employee engagement is essential to the Group's

success. It is important for the Company to

maintain an open dialogue, listen to employee

expectations, and integrate them into

performance improvement processes.

General public

and media

• Maintaining a constructive relationship with the

media by providing relevant information to

assess the Group's financial and non-financial

position and to inform the public about ongoing

projects.

• Organising press conferences.

• Publicly disclosing information for the benefit of

society.

It is essential for the Group to remain aligned with

the public interest and to provide up-to-date

information on its progress.

Local

communities

• Sharing expertise on spatial planning.

• Organising informative events for local

communities on planned and ongoing projects.

• Holding periodic meetings with community

representatives.

Community support is essential for the

successful implementation of major energy

projects.

The Company strives to consider valid feedback

when carrying out projects and, as part of its long-

term strategy, is committed to creating a positive

impact on communities.

8.4. DOUBLE MATERIALITY ASSESSMENT

SBM-3, IRO-1 - MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH

STRATEGY AND BUSINESS MODEL – DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS

MATERIAL IMPACTS, RISKS AND OPPORTUNITIES

The information and indicators presented in this Sustainability Report have been selected based on a

Double Materiality Assessment (DMA). This approach enables a comprehensive evaluation of

sustainability matters by considering both their environmental and social impacts as well as their financial

materiality, ensuring a balanced and responsible approach to sustainability management.

In 2024, EPSO-G conducted a DMA for the first time, in accordance with the criteria established by the

European Sustainability Reporting Standards (ESRS). The purpose of this assessment is to identify the

key sustainability topics and sub-topics that should be included and disclosed in the sustainability report.

The Group's assessment was guided by the general requirements of the ESRS and the European Financial

Reporting Advisory Group (EFRAG) practical application guidelines. The materiality analysis considered

both impact materiality and financial materiality, along with their interrelationships.

The main steps in the assessment were:

1. Understanding the context – Analysing the company's operations, value chain partners, and

stakeholders.

2. Preliminary assessment – Identifying potentially material sustainability issues for EPSO-G.

3. Double Materiality Assessment– Conducting a detailed evaluation of the identified sustainability

issues in terms of their environmental, social, and financial impacts.

Stakeholders were actively involved in the Group's DMA. "Nature", recognised as a silent stakeholder, was

also considered in the assessment. The methods and levels of stakeholder involvement were determined

in accordance with the AA1000 Stakeholder Engagement Standard.

Details of the Group's DMA methodology are provided in EPSO-G's Consolidated Management Report

2024.

In line with the DMA results, this report provides a detailed account of how each material topic is managed,

including its associated impacts, risks, and opportunities, in chapters structured according to ESRS

topics.

DOUBLE MATERIALITY MATRIX

The sustainability topic matrix highlights the most relevant sustainability issues. According to EPSO-G’s

methodology, a sustainability issue is considered material if it is classified as "critical" or "material" based

on its final impact and/or financial materiality scores.

An exception applies to the sustainability issue "Business Ethics (Whistleblower Protection)," which is

classified as material specifically to the Company, given its status as a state-owned enterprise.

CLIMATE RISK ASSESSMENT

Given the significance of climate change challenges in the energy sector and the requirements of EU

legislation (including the Taxonomy Regulation and European Sustainability Reporting Standards (ESRS))

on climate risk disclosures, EPSO-G carried out a comprehensive analysis of physical and transitional

climate risks, opportunities, and climate scenarios in 2023.

The analysis was conducted under the Intergovernmental Panel on Climate Change (IPCC) climate

change scenarios for the short (2026), medium (2030), and long (2050) term.

The Group's assessment was carried out in line with the recommendations of the Task Force on Climate-

related Financial Disclosures (TCFD).

The assessment and methodology developed allow for improving the evaluation and management of

climate change risks, enhancing related disclosures to the Group’s stakeholders, and strengthening the

Group’s governance of sustainability risks.

The assessment covered climate change-related risks, both physical (likelihood of extreme events

affecting infrastructure, buildings, and offices) and transitional (Policy and Legal, Technology, Market,

and Reputation). Measures and indicators have been developed to manage these risks.

The methodology and results of the climate risk assessment are reported in the EPSO-G Consolidated

Management Report 2024 and a separate report, which can be found here: EPSO-G Climate risk report

2023.

IRO-2 – DISCLOSURE REQUIREMENTS IN ESRS COVERED BY THE UNDERTAKING’S SUSTAINABILITY

STATEMENT

A table of contents listing the disclosure requirements met in the preparation of this Sustainability Report,

based on the results of the materiality assessment, can be found in the chapter

ESRS Index.

A table of all data units required by other EU legislation, as specified in Appendix B of the ESRS standard,

is available in the section

List of data points in cross-cutting and topical standards that derive from other

EU legislation

Climate change is a material topic for the Company and is included in this report. The material information

to be disclosed has been determined by the Company based on the DMA conducted.

MDR – MINIMUM DISCLOSURE REQUIREMENTS

The Company applies and discloses information in accordance with the Minimum Disclosure

Requirements on policies (MDR-P), actions (MDR-A), metrics (MDR-M), and targets (MDR-T), together

with the relevant disclosure requirements set out in the topical ESRS throughout this report.

8.5. ENVIRONMENTAL AREA

E1 CLIMATE CHANGE

SBM-3, E1 SBM-3 MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH

STRATEGY AND BUSINESS MODEL

The Company recognises its responsibility in the context of climate change and understands that

protecting the environment is an integral part of sustainable operations. Climate change mitigation and

adaptation to its challenges are vital for both current and future generations. The Company is therefore

continuously assessing the environmental impact of its activities and looking for innovative solutions to

reduce this impact and achieve positive results for both the organisation and wider society.

CLIMATE CHANGE MITIGATION AND ADAPTATION

The Company is actively working to reduce greenhouse gas (GHG) emissions and meet international

standards in this area to contribute to the global climate goals. It continues to invest in clean energy

solutions to ensure a sustainable energy supply and reduce carbon emissions. It is also upgrading

infrastructure to make energy supply more efficient, sustainable, and less environmentally impactful.

Decisions are made considering mitigation and adaptation risks and opportunities to ensure long-term

impacts and environmental compliance.

ASSESSING CLIMATE CHANGE IMPACTS, RISKS AND OPPORTUNITIES

The Company keeps monitoring the impact of climate change and identifying potential risks and

opportunities related to climate change and its impact on operations. Climate change mitigation and

adaptation strategies are taking into account the overall value chain, ensuring coherent and responsible

management of activities.

The table below summarises the material topics related to climate change impacts, risks and their location

in the value chain.

Sustainability

topic

Impacts

Risks and opportunities

Location in the

value chain

Climate change

adaptation

Climate change

mitigation

Actual negative

impact due to the

Group's GHG

emissions.

Risks arise from the need to finance the

renewal of infrastructure and to provide for

investment in new technologies to reduce

the Group's impact on climate change (by

reducing GHG emissions).

The entire value

chain

Energy

Actual negative

impacts from

operations of Group

companies and the

Group's supply chain.

The risks stem from the need to invest in

renewable energy sources.

The entire value

chain

Note: *No significant impacts, risks and/or opportunities identified.

E1-1 Transition plan for climate change mitigation

Amber Grid is committed to contributing to climate change mitigation and the sustainable development of

the energy sector, in line with the Paris Agreement and the National Energy Independence Strategy. At the

beginning of 2025, the Board approved a long-term strategy up to 2035, aimed at ensuring the

achievement of the organisation's climate goals and sustainability objectives.

Strategic objectives and steps to mitigate climate change:

1. Increasing energy efficiency in all production processes. Introducing new technologies and

optimising energy consumption to reduce Scope 1 and Scope 2 greenhouse gas (GHG) emissions by

30% - 2026 and by 50% - 2030 (compared to 2019 levels). GHG emission reduction targets are

disclosed in accordance with disclosure requirement E1-4.

2. Development of renewable energy sources (RES) in technological processes. In the future, the

Company plans to use green hydrogen (H₂) and biogas for its own use. The aim is to reduce the use

of fossil fuels and environmental impacts by increasing the usage of clean energy.

3. Transformation of the natural gas system and integration into the European market. The natural

gas system is set to be radically transformed by 2050 to transport renewable gas and H₂. The

Company aims to integrate into the single European energy market, bringing clean energy to

consumers and helping the country keep up with the European Green Deal.

4. Enabling green transformation. In line with the changes envisaged by the State in the National

Energy Strategy, the Company aims to foster the enabling environment for stakeholders. It will

undertake the following actions:

• Expanding the hydrogen (H₂) network and creating a carbon dioxide (CO₂) ecosystem.

• Further promoting the integration of green gas into the transmission network.

• Developing markets and strengthening relationships with existing and future customers.

These actions will allow a sustainable transition to green energy and contribute to the achievement of the

country's strategic objectives.

The Transition Plan is an integral part of the Company's strategy and financial planning to contribute to

the objectives of the Paris Agreement and the requirements of European climate legislation. EPSO-G

Group aims to become climate-neutral by 2050.

Amber Grid's investment plan includes both long-term strategic investments and 10-year investments for

material projects. The Company's budget is established annually and is aligned with the work and

investments foreseen in the business plan.

An important part of implementing the strategy is the Company's action plan, which is approved by the

CEO. The Action Plan 2025, approved by the Board, contains ambitious objectives and clear priorities:

• Building the infrastructure for reliable clean energy supply.

• Safeguarding energy and national security.

• Strengthening the Company's role for customers – being a trusted strategic partner in the energy

transformation.

The Company's Business Plan 2025-2027 was approved at the end of February 2025 and its

implementation will be evaluated by the Board.

To achieve its objectives, the Company continuously assesses changes in the operating environment, the

implementation and progress of its strategy and, where necessary, updates its strategic documents.

For detailed information on Amber Grid’s strategy, see Strategy | Amber Grid.

GHG MITIGATION ACTION PLAN

Amber Grid is consistently implementing its GHG Mitigation Action Plan (GHG MAP) to contribute to

climate change mitigation targets. The plan consists of pilot projects, market analyses of suppliers and

investment plans that form the basis for sustainable development.

Key decarbonisation levers (actions 2025 to 2030):

• Employment of gas combustion equipment in operational activities.

• Reconstruction of gas compressor stations.

• Installation of fixed and mobile leak detection systems: installation and use for monitoring methane

(CH₄) leaks.

• Incorporation of biogas into the Company's gas plant system and its combustion.

• Replacement of gas boilers with electric ones at gas distribution stations (GDS).

• Using a mobile NG compressor for repairs.

• Application of stopple during the repair of a main gas pipeline.

Preparations are underway for the transformation and optimisation of the transmission system. The

milestones are:

1. Optimising the own gas transmission network in response to declining gas demand.

In view of the long-term decline in gas demand for the domestic use of the Lithuanian Company, a Gas

Infrastructure Security Optimisation Plan (GISP) is being developed from 2025 onwards, which will include

infrastructure restructuring and will focus on more efficient network utilisation. The plan includes the

dismantling of gas distribution stations (GDS) and more efficient use of their resources.

Furthermore, Amber Grid intends to assess the necessary technical infrastructure changes to adapt the

grid to green gas products, including synthetic gases such as green hydrogen or synthetic methanol.

These changes will allow the gas transmission network to be flexible and adaptable to changing energy

needs in the future.

2. Changes to the H₂ infrastructure system.

Hydrogen (H₂) infrastructure planning and design is set to take place from 2025 to 2027, establishing the

foundation for future grid development phases. The plan foresees connecting the first H₂ producers and

consumers after 2030, thus integrating the Lithuanian hydrogen network into the overall Nordic-Baltic

Hydrogen Corridor (NBHC) system which stretches from Finland to Germany.

During the period from 2030 to 2040, we seek to connect consumers and producers in north-western

Lithuania to the NBHC and to develop a domestic hydrogen grid connecting the Baltic Sea coast to the H₂

corridor.

3. Achieving the Company's strategic objective to support the development of the CO₂ capture and

storage value chain

The company is dedicated to fostering the development of the CO₂ capture and storage (CCS) value chain

through initiatives that will aid in achieving regional decarbonisation goals. One of the key measures to

achieve this goal is participation in the CCS Baltic consortium project, which aims to create a value chain

for CO₂ capture and storage.

If the consortium chooses to transport CO₂ by pipeline, detailed grid and ecosystem feasibility studies will

be carried out and the necessary infrastructure for transporting CO₂ will be developed. A comprehensive

feasibility study and action plan are planned for 2025. The connection of producers to the CO₂ grid is

expected to occur between 2030 and 2033 and beyond.

The implementation of decarbonisation targets, alongside the value chain being developed by the CCS

Baltic consortium, is likely to stimulate the emergence of new CCS/CCUS value chains. The Company will

assess each opportunity to participate in these initiatives on a case-by-case basis, taking into account its

long-term strategy and market needs.

Amber Grid will allocate approximately €58 million for the implementation of GHG emission reduction

measures (disclosed by the E1-3 disclosure requirement) for the period from 2025 to 2030 (the amount

set out in the GHG Mitigation Plan in addition to other material projects in the Company's strategy).

LOCKED-IN GHG EMISSIONS

Amber Grid owns and operates the NG (natural gas) transmission infrastructure and conducts repairs and

refurbishments resulting in locked-in GHG emissions of approximately 55,720 tonnes of CO₂e by 2030.

This includes energy production in the Company’s own installations, fuel consumption in mobile units, NG

leakages and other circumstances that directly or indirectly contribute to GHG emissions.

In the Company's plan for emission reduction targets and measures, Amber Grid has set out 8 measures

that allow reducing the costs of the Scope 1 and Scope 2 emissions.

These locked-in GHG emissions may make it challenging to meet the Company's 2030 targets, especially

in the absence of infrastructure transformation, use of alternative energy sources, and introduction of

advanced technologies to reduce methane emissions to the atmosphere.

SCOPE 3 EMISSION INVENTORY

In 2023, Amber Grid performed three Scope 3 emission inventories (these are indirect emissions that

occur in the activity chain and are not included in Scope 1 or 2).

In 2025, the Company plans to conduct a comprehensive review of its Scope 3 emission inventories

followed by the modelling of emission assumptions, and the development of an emission reduction plan

for this type of emissions.

LEGAL AND REGULATORY ASPECTS

The company is not subject to the European Union's benchmarks in line with the Paris Agreement.

However, in line with international and national sustainability standards, the Company will keep

contributing to climate change mitigation goals and implement actions allowing to achieve the emission

reduction targets.

Amber Grid is continuously carrying out maintenance and repairs to ensure the reliability and security of

the transmission system, and is focusing on upgrading and expanding the existing infrastructure network.

Amber Grid has invested €6.3 million in 2024. The major spendings: Modernisation of main gas pipelines

(€2.32 million), refurbishment of gas distribution stations and gas metering stations (€0.471 million),

ensuring the operation of gas compressor stations (€0.124 million), and the improvement and extension

of SCADA and communication systems (€0.380 million).

IMPLEMENTATION OF THE TRANSITION PLAN IN 2024

In 2024, the Company undertook a GHG emissions modelling exercise and a review of the GHG

Roadmap to better understand the emission reduction potential and to develop a sound Roadmap. The

measures were prioritised by the highest mitigation potential and cost-effectiveness. In addition, an

analysis of potential risks and modelling of different scenarios has been carried out to achieve emission

reduction targets more effectively. A risk management plan for GHG measures is planned for 2025 to

address potential challenges more effectively.

To foster clean energy, In 2024, the pre-feasibility study for the Nordic-Baltic Hydrogen Corridor (NBHC)

was successfully completed by the gas transmission system operators of Lithuania, Finland, Estonia,

Latvia, Latvia, Poland, and Germany including Ontras. This study marks an important step in the

development of an international hydrogen transport infrastructure that will connect the Baltic Sea region

with Central Europe. The NBHC project is an essential part of the development of the European hydrogen

market to ensure sustainable energy supply and promote decarbonisation in the region.

In April 2024, the European Commission (EC) granted the Nordic-Baltic Hydrogen Corridor (NBHC) project

the status of a Project of Common Interest (PCI). This project is part of the Baltic Energy Market

Interconnection Plan (BEMIP Hydrogen). PCI status assigns the project a strategic priority at the EU level,

enabling it to acquire EU funding and expedite permitting procedures, thereby facilitating project

implementation and accelerating the development of hydrogen infrastructure in the Baltic region.

A major study launched in January 2024 examines the basic conditions for the development of the Nordic-

Baltic Hydrogen Corridor (NBHC) project. The study estimates H₂ transport volumes from 2030 to 2050,

calculates H₂ rates and tariffs for consumers and conducts consumer surveys along with other relevant

assessments.

PLANS FOR 2025

Based on the results of the pre-feasibility study, the transmission system operators for gas are set to

launch a comprehensive feasibility study. This study will offer a detailed technical analysis, alongside a

commercial and economic assessment of the project as well as a thorough timetable for the

implementation of the Nordic-Baltic Hydrogen Corridor (NBHC).

At the same time, in February 2025, the European Commission announced the funding of the Connecting

Europe Facility (CEF) for cross-border energy infrastructure projects under the Trans-European Energy

Networks Programme (TEN-E). The Nordic-Baltic Hydrogen Corridor project has been approved for a €6.8

million grant to finance the feasibility study phase.

This funding will enable detailed studies concentrating on the critical components of the project: pipeline

routing, compressor station planning, financial and economic analysis, environmental permits, safety

considerations and project scheduling. These studies will help to ensure a sustainable and economically

viable development of the NBHC network, contributing to the development of the hydrogen market in the

region.

From 2025, the Company will be obliged to meet strict requirements of Methane Regulation and promote

a culture of zero CH₄ emissions. These requirements will significantly impact the organisation of repair

work and other operational aspects, promoting the adoption of new technologies and processes that

minimise methane emissions.

Implementing these changes will require modern gas leakage control systems, advanced maintenance

solutions and more efficient infrastructure optimisation measures. The Company is also committed to

actively adopting best practices and innovations to reduce the environmental impact of methane and to

contribute to the EU's climate neutrality targets.

In 2025, Amber Grid plans to identify all potential sources of methane (CH₄) emissions, carry out a detailed

inventory of these sources, and closely monitor all facilities, including the main gas pipelines. To reduce

uncontrolled emissions of natural gas, consisting of about 95% CH₄, the Company will seek and apply

advanced stationary methane leak detection technologies. These measures will enable more effective

emissions management, enhanced environmental controls and a zero CH₄ culture that complies with the

stringent requirements of the EU Methane Regulation.

Furthermore, the purchase of important GHG reduction measures (stopple, mobile compressor and

combustion equipment) is planned for 2025; they shall be applied for repairs from 2026.

E1-2 POLICIES RELATED TO CLIMATE CHANGE MITIGATION AND ADAPTATION

The Company implements EPSO-G Group's policies on climate change mitigation and energy restructuring

in accordance with the Group's sustainability policy documents, which outline the key directions and

principles for sustainable development.

The energy sector is one of the most important sectors for climate policy, and as a group of energy

transmission and exchange companies, EPSO-G plays an important role in ensuring a smooth and reliable

transformation of the energy system in Lithuania. This transformation includes: developing renewable

energy sources and integrating them into the energy system, reducing dependence on fossil fuels,

initiating interconnection projects, and facilitating climate-neutral energy exchanges.

MDR-P

In 2022, EPSO-G announced a long-term Sustainability-linked finance framework. The framework has

been independently evaluated by CICERO Shades of Green, an international climate and environmental

research centre. The assessment showed that EPSO-G's targets are ambitious compared to its European

peers and in line with the Paris Agreement's targets for reducing climate change impacts.

To mitigate its impact on the climate, the Group implements an Environmental Policy.

The Group's environmental policy commits to:

1. Conducting activities in compliance with all mandatory requirements of environmental legislation.

2. Monitoring the environmental impact of activities – calculating GHG emissions, use of natural and

energy resources, and waste generation from the Group's activities.

3. Deploying modern technologies and measures to reduce the Group's GHG emissions by 2030.

4. Using certified green electricity in the Group's administrative operations.

5. Expanding the use of RES to meet the technological energy needs of transmission grid infrastructure.

6. Prioritising and expanding the use of clean transport and consistently reducing the use of polluting

fuels.

7. Prioritising and expanding the use of energy efficiency measures.

As a manager of strategically important energy infrastructure, the Group seeks to contribute to the

fulfilment of the climate change and environmental commitments laid out in the Paris Agreement, the

European Green Deal, the National Energy Independence Strategy and the National Climate Change

Management Agenda.

E1-3 ACTIONS AND RESOURCES IN RELATION TO CLIMATE CHANGE POLICIES

Planned actions to reduce GHG emissions by 2030 (Scope 1 and Scope 2 emission reductions)

Amber Grid plans to implement a range of GHG emission reduction measures to reduce Scope 1 and Scope

2 emissions by 2030. Specific actions, broken down by year, are listed below:

2025:

1. Acquisition and design of an electric compressor for the reconstruction of the Jauniūnai Gas

Compressor Station (GCS).

2. Acquisition of a mobile compressor.

3. Acquisition of combustion equipment.

4. Application or rent of a stopple during the repair of a main gas pipeline.

5. Using biogas for combustion at the Company's facilities (boilers, compressors).

2026:

1. Reconstruction of the Jauniūnai GCS, installation of an electric compressor.

2. Replacing gas boilers with electric ones in GDS.

3. Operation of a mobile compressor.

4. Operation of combustion equipment.

5. Expanding usage of biogas for combustion at the Company's facilities (boilers, compressors).

6. Design of modernisation works for the Panevėžys GCS.

7. Installation of fixed leak detection systems or acquisition of related services; search for degrading leak

detection tools.

MDR-A

2027:

1. Start of use of the Jauniūnai GCS electric compressor.

2. Further usage of biogas.

3. Further replacement of gas boilers with electric ones in GDS.

4. Electrification of the car fleet.

5. Using electricity from RES for all of the Company's needs.

2028:

1. Modernisation of the Panevėžys GCS.

2. Further usage of biogas.

3. Further replacement of gas boilers with electric ones in GDS.

4. Further use of stopple, compressor and other special measures.

2029–2030:

1. Full usage of the electric compressors in the GDS.

2. Usage of all aforementioned measures in the repair, leak detection and repair programme.

3. Usage of biogas or H₂.

CONTINUOUS REVIEW AND UPDATING OF MEASURES

The GHG Emissions Reduction Plan is an ongoing document, and the actions outlined above may change

depending on the Company's situation and the market situation. Amber Grid organises quarterly meetings

with the responsible employees to share information on new measures, market analysis and the status of

project implementation. Based on the information provided, the Company initiates pilot projects, writes

investment projects and carries out other important work.

FINANCING THE ACTION PLAN

Amber Grid finances its GHG emission reduction measures from its own funds, which consist of revenues

from its operations and borrowings. The Company's borrowings are provided by the Group's parent

company, EPSO-G, which lends to its subsidiaries from both own and borrowed funds. EPSO-G finances its

activities with sustainable financial instruments and has also issued a sustainability bond.

Amber Grid will allocate approximately €58 million to meet its GHG emission reduction targets for the

period from 2025 to 2030. These funds will be used for:

• Modernisation of gas compressor stations.

• Acquisition of a mobile gas compressor and natural gas combustion equipment.

• Other measures to reduce GHG emissions.

All GHG reduction measures are included in the long-term Procurement Plan “Network Operating Costs

and Fixed Asset Investments”. In the financial statements, these investments are shown under fixed

assets, without distinguishing them as measures to reduce GHG emissions.

PROGRESS IN REDUCING GHG EMISSIONS IN PREVIOUS PERIODS

GHG emissions vary from year to year, as the Company's direct emissions depend on the scale of the work

it carries out, including reconstruction, new projects and other activities that affect the level of emissions.

Natural gas savings and the efficiency of compressor installations play an important role in reducing

emissions. The introduction of new, cleaner technologies and the reduction of natural gas consumption

for process use not only reduce GHG emissions but also increase operational efficiency, contributing to

CO₂e reduction and sustainability objectives.

Nevertheless, to ensure safety, the Company must keep maintaining and upgrading its infrastructure.

Thеrefore repairs are carried out annually on the main gas pipelines, and their scope can vary depending

on the condition of the infrastructure and technological needs.

GHG emission reductions achieved since the base year (CO₂e)

In 2021, the Company carried out a GHG emissions inventory and a general environmental impact

assessment. In 2022, based on the inventory results, it prepared and approved an Environmental Impact

Mitigation Plan (EIMP) until 2030.

In 2024, the GHG targets and measures plan was updated following the modelling of the Group's GHG

targets and measures. While most elements of the plan remained unchanged, the H₂ pilot project, which

foresaw the admission of natural gas and hydrogen into the NG supply system (up to 2%), was rejected in

2024.

Reasons for rejection of the pilot project:

• Limited market demand. The survey showed that there is limited market demand for H₂ admission, so

there is no prospect for this service in the future.

-55%

-36%

-62%

-16%

-9%

-70%

-60%

-50%

-40%

-30%

-20%

-10%

2024 2023 2022 2021 2020

Reduction from base year (2019), %

-45%

-16%

-50%

-60%

-50%

-40%

-30%

-20%

-10%

2024 2023 2022

Reduction from base year (2019), %

• High costs. Adapting the transmission system for H₂ blending is expensive, so the Company has

decided to go for a pure H₂ transport infrastructure which will be more efficient.

• Preparing potential users. Potential users who could use H₂ are currently not adapted to use this fuel,

due to technical and technological aspects, and therefore there is no existing demand for the service.

It is possible that in the future, as market conditions change, there may be a need for H₂ blending service.

In this case, the project may be reconsidered or updated. The Company continuously monitors changes

in the regulatory environment and analyses the needs, demand and prices in the market to be ready to

respond to possible future changes.

RES ENERGY

In 2021, Amber Grid built 1.45 MW of solar parks at three of the Company's facilities. In February 2022, these

renewable energy parks became fully operational. Some of the electricity generated covers the electricity

costs of the administrative buildings, contributing to sustainable operations and energy efficiency.

From 2023, the Company has switched 100% of its electricity consumption from non-renewable sources

to green energy (produced from RES).

REPLACING VEHICLES WITH LESS POLLUTING ONES

In 2024, the Company replaced its polluting diesel and petrol cars with less polluting hybrid cars and less

polluting electric cars. A total of 119 polluting cars were replaced. Amber Grid currently uses 50 hybrid cars

and 20 zero-emission electric vehicles.

In the summer months of 2024, the energy generated by the Company's solar power plants fully covered

the charging needs of electric vehicles. For the procurement of charging services for electric vehicles, a

supplier was selected that supplies electricity generated from RES.

In 2024, 17 slow charging (11 kW) (AC) and two fast charging (DC) charging stations were put into

operation at the Company's Panevėžys and Vilnius (Gudelių St.) locations.

COMBUSTION OF BIOGAS WITH GUARANTEES OF ORIGIN

In 2025, Amber Grid is about to analyse the possibility of replacing the natural gas (NG) used for the

Company's technological needs with biomethane. The assessment of alternatives will consider the

feasibility of using biogas for the operation of the fuel installations and will consider the possibility of

purchasing guarantees of origin.

TECHNOLOGICAL TOOLS

In order to reduce direct GHG emissions, investments in technological measures are planned for the period

2025-2026 that will contribute to the effective reduction of scope 1 emissions. Key tools such as a mobile

compressor, gas flaring equipment and specialised pressure drilling equipment were presented to the

Company's Technical and Innovation Committee in 2024 and approved by the Company's Board of

Directors for the possible initiation of procurement for their acquisition. They will be used for the

reconstruction and repair of the main gas pipeline in order to reduce emissions and increase gas

efficiency. In addition, these measures are essential to meet the requirements of the Methane Regulation,

which entered into force on 4 August 2024, contributing to the development of a sustainable and

environmentally friendly gas transmission system.

PURCHASING A MOBILE ELECTRIC MOTOR DRIVE COMPRESSOR

The mobile compressor is one of the key measures to mitigate environmental impact – measures to reduce

emissions and contribute to CO₂e savings. Its use is effective wherever the technology can be applied,

especially in the repair and reconstruction of main gas pipelines. The mobile gas compressor allowed

saving (not emitting into the environment) 789.8 thousand m³ of natural gas in 2022, 2,118.0 thousand m³

in 2021 and 2,030.0 thousand m³ in 2020. In 2023, the application of this technology in repairs and

refurbishments resulted in savings of more than 3.2 million m³ of natural gas or about 54.6 thousand

tonnes of CO₂e; and in 2024, 1.4 million m³ of natural gas, or 31.9 thousand tonnes of CO₂e. These savings

depend on the amount of repair and reconstruction work and the possibilities to use the mobile

compressor, so results can vary from year to year.

Each year, the aim is to make the use of mobile compressors as widespread and efficient as possible to

reduce the environmental impact. This installation is one of the main Tier 1 emission reduction measures

applied by the Company and included in the Environmental Impact Reduction Plan. Its use allows to

optimise gas losses, reduce GHG emissions and contribute to the implementation of the principles of

sustainable operations.

METHANE LEAK DETECTION TECHNOLOGIES

Pilot projects were carried out in 2024 to test and evaluate different technologies for detecting methane

leaks. At the gas compressor stations, the results of the acoustic camera were compared with a typical

leak detection round using the Pressure Incident Detection System (PIDS) and the Optical Gas Imaging

(OGI) camera. In addition, at the Vilnius Gas Distribution Station, the Company's employees participated

in practical training on the use of the thermal imaging camera (OGI) to assess its effectiveness in real-life

conditions.

So far, the field trials carried out in 2024 have made an insignificant contribution to improving the

management of methane leakage and have not shown significant effectiveness in meeting the

requirements of the Methane Regulation. In 2025, the European Commission is expected to issue

implementing acts that will not only provide more explicit technical guidance on the use of methane leak

detection technologies but also facilitate their adaptation and ensure clearly defined technical

requirements.

OPTIMISING GAS COMPRESSOR CAPACITY (ELECTRIC COMPRESSORS)

The GHG emission reduction plan also includes improving fuel efficiency and switching appliances from

fuel-burning to electric compressors or to cleaner fuel-burning devices.

In 2023, an efficiency improvement analysis carried out by external consultants on the Jauniūnai and

Panevėžys GCS showed that the most appropriate way to reduce fuel consumption and emissions at

these stations is to introduce new electric-driven technologies. In the same year, the purchase of a new

electric compressor for the Jauniūnai GCS was initiated.

The procurement of the procurement, design and contracting and design work for the purchase of the

electric compressor equipment for the Juniūnai DKS was announced in 2024 due to the delayed

procurement, design and contracting and design work for the Juniūnai DKS and this procurement has been

postponed to 2025.

The new electric compressor is expected to take over most of the operational loads of the gas

compressors by the end of 2027. This would lead to a significant reduction of GHG emissions and air

pollution from the Jauniūnai LCA.

A similar upgrade is planned for the Panevėžys GCS in the future. The modernisation of the Panevėžys GCS

is planned to be completed by 2030.

E1-4 TARGETS RELATED TO CLIMATE CHANGE MITIGATION AND ADAPTATION

Amber Grid implements GHG emission reduction initiatives and continuously reviews its environmental

impact reduction plans to minimise its negative environmental impact and meet stakeholders'

expectations. In 2021, the Company carried out a GHG emissions inventory and an overall environmental

impact assessment. Based on the inventory results, a plan of mitigation measures up to 2030 was

prepared and approved in 2022.

In 2024, the GHG emission reduction plan was revised based on the annual plans and the work to be carried

out, and the estimated emission savings were recalculated. The company has modelled its GHG emissions

under various scenarios, including a climate scenario that limits global warming to 1.5 °C.

The company's GHG emission reduction targets for 2030 (see Table 21) are based on the implementation

of these initiatives and legislation:

• The Paris Agreement and the EU Green Deal which set a target to reduce greenhouse gas (GHG)

emissions by at least 55% by 2030 (compared to 1990 EU levels) and achieve climate neutrality by

2050.

• The EU and US Global Methane Pledge aiming to reduce global methane emissions by 30% in all

emitting sectors by 2030 (compared to 2020 levels).

• 2021–2030 National Energy and Climate Action Plan, with targets set by 2030 including:

o Reducing GHG emissions by 40% (compared to 1990).

o Improving energy efficiency by at least 32.5%.

o Increasing the share of renewable energy sources (RES) in the total energy mix to 32%.

• The Methane Regulation, drawn up by the European Parliament and the Council, imposes stringent

methane emission management requirements on the gas transmission sector to reduce methane

leakage and ensure the sustainable operation of gas infrastructure.

SCIENCE-BASED GHG REDUCTION TARGETS

Amber Grid aims to ensure that its GHG emission reduction targets are scientifically sound and compatible

with the global goal of limiting global warming to 1.5 °C.

The Company's emission reduction targets have been set in accordance with the Science Based Targets

Initiative (SBTi) methodology, which is globally recognised and used to set targets that are consistent

with climate change mitigation requirements. This methodology has been applied at a Group-wide level,

ensuring consistency and scientific validity across all Group companies.

GHG emission reduction targets

Base year

(2019)

2025 target

2026 target

2030 target

GHG emissions

before reduction

measures (Scope 1-

2) (tCO2e)

62 921

59 363

62 411

67 387

GHG emissions after

reduction measures

(Scope 1, 2) (tCO2e)

56 629

44 045

31 461

GHG emissions

(Scope 1-2) (%

change compared to

base year)

- 10 %

- 30%

- 50%

UPDATE OF THE EMISSION CALCULATION METHODOLOGY

In 2024, the calculation factors for electricity and methane (CH₄) gases were updated to ensure more

accurate emissions assessment and reduction planning. In June 2024, Amber Grid's natural gas

calculation methodology, Consumption of Natural Gas for Technological Purposes in the AB Amber Grid

Gas Transmission System, was changed and will be applied in the future. This methodology influences the

calculation of uncontrolled natural gas emissions (Scope 1 emissions). The methodology has been

adapted in light of changing legislation and Regulation (EU) No 2024/1787 of the European Parliament and

of the Council on reducing methane emissions in the energy sector. The Regulation partially amends

Regulation (EU) 2019/942 (the "Methane Regulation"), and the guidelines set out therein.

Following the change in the calculation methodology and to ensure data comparability, the values for the

base and follow-up years have been recalculated for reporting to SBTi. The recalculation of the emission

factors and the change in the methodology resulted in a 17% reduction in base year emissions compared

to the previously established value.

MONITORING OF GHG REDUCTION MEASURES AND RISK MANAGEMENT

All measures included in the GHG emission reduction plan are documented and systematically monitored.

Quarterly meetings are held with those responsible to ensure that the measures are implemented and

that the timetables are met. The Company's Board assesses the achievement of the objectives on an

annual basis. The assessment results become one of the components that determine the annual financial

incentives for both managers and employees.

The plans and associated risks are managed and included in Amber Grid's risk management register.

Potential risks include: untimely or inaccurate collection and reporting of sustainability-related indicators;

inaccurate calculation of GHG emissions in the Company's operations, and delays in reporting on the

fulfilment of commitments to institutional investors. These risks can lead to sanctions from regulators

(such as exchange supervisors) and financial penalties for non-compliance.

The risk that the regulator's disapproval of necessary investments in environmental mitigation measures

(e.g. GHG emission reductions) due to regulatory constraints or economic disadvantage may prevent the

achievement of long-term strategic objectives and commitments.

SCOPE 3 GHG REDUCTION TARGETS

Amber Grid is currently focusing on reducing Scope 1 and Scope 2 emissions, as these are the areas with

the highest GHG emissions. The plan was designed to regulate activities in the most environmentally

damaging areas. The Company has identified the most significant contributors to GHG emissions. These

are controlled and uncontrolled releases of CH₄ from operations and stationary installations using natural

gas (NG) for technological purposes.

Scope 3 emissions were calculated for the first time in 2023 and accounted for 21% of total GHG emissions.

2025 m. Amber Grid plans to analyse the most significant aspects of Scope 3 emission reductions and plan

appropriate abatement actions.

IMPLEMENTATION OF THE METHANE REGULATION

MDR-T

The Methane Regulation, which entered into force on 4 August 2024, is one of the most important pieces

of legislation contributing to Amber Grid's sustainability objectives. The Regulation promotes a culture of

zero CH₄ emissions, sets stricter requirements to prevent methane leakage, and obliges effective

measures to reduce methane emissions. Its implementation will directly impact infrastructure

management, emissions monitoring, and the modernisation of the gas transmission system, ensuring

greater transparency and compliance with EU climate policy objectives.

The provisions of the Methane Regulation are directly related to Scope 1 emissions, which will significantly

impact infrastructure maintenance and monitoring. The company aims to reduce uncontrolled releases of

CH₄ by monitoring the performance of on-site equipment and to reduce controlled releases of CH₄ into

the atmosphere by finding alternative solutions during repair and refurbishment works. For example, the

aim is to return NG to the market instead of releasing it into the atmosphere.

The Company also plans to refer to the implementing acts (standards) of the Methane Regulation, which

should be issued within 18 months of the Regulation's entry into force. These standards will provide a

common methodology for calculating CH₄ emissions and reporting on the calculation of these gases, as

well as requirements for measures such as combustion equipment, methane leakage detection

technologies, etc.

E1-5 ENERGY CONSUMPTION AND MIX

Energy consumption and mix

Energy

consumption and

mix

2021

2022

Com

parat

ive

2022

/21,

2023

Com

parat

ive

2023

/22,

2024

Com

parat

ive

2024

/23,

(1) Fuel

consumption from

coal and coal

products (MWh)

(2) Fuel

consumption from

crude oil and

petroleum

products (MWh)

2836.

2597.

-8.4%

2868.

10.5%

2214.

-22.8%

(3) Fuel

consumption from

natural gas

(MWh)

682,.3

352.69

139.7

079.01

18.8%

915.04

-6.6%

(4) Fuel

consumption from

other fossil

sources (MWh)

5) Consumption

of purchased or

acquired

electricity, heat,

steam, and

cooling from fossil

sources (MWh)

248.4

233.2

31.3%

57.3

- 97.4

55.28

-3.5%

(6) Total fossil

energy

consumption

(MWh)

768.17

183.39

114.6

005.29

15.4%

185.29

-7.1%

100

(calculated as the

sum of lines 1 to 5)

Share of fossil

sources in total

energy

consumption (%)

100.0

99.69

99.58

99.39

-0.2%

(7) Consumption

from nuclear

sources (MWh)

0.00

Share of

consumption

from nuclear

sources in total

energy

consumption (%)

0.00

(8) Fuel

consumption for

renewable

sources, including

biomass (also

comprising

industrial and

municipal waste

of biologic origin,

biogas, renewable

hydrogen, etc.)

(MWh)

0.00

(9) Consumption

of purchased or

acquired

electricity, heat,

steam, and

cooling from

renewable

sources (MWh)

n/a

1.96

n/a

883.8

0.00

874.1

-0.5%

(10) The

consumption of

self-generated

non-fuel

renewable energy

(MWh)

n/a

288.5

n/a

492.7

0.00

512.3

4.0%

(11) Total

renewable energy

consumption

(MWh)

(calculated as the

sum of lines 8 to

10)

n/a

290.4

n/a

376.5

0.00

2386,

501

0,4%

Share of

renewable

sources in total

energy

consumption (%)

n/a

0.09

n/a

0.64

0.00

0.79

24.7%

Total energy

consumption

(MWh)

(calculated as

the sum of lines

6, and 11)

768.17

473.8

115.3

381.8

17.86

571.79

-6.92%

1) Exceptionally mathematically calculated uncontrolled discharges in 2024 according to the new Technological Needs Methodology. 2) The company

does not produce non-renewable energy itself, but uses DG which is transported. The company only produces electricity for its own needs using

renewable energy sources (solar energy). The quantities of electricity produced were as follows: 70,08 MWh in 2021, 1 426,195 MWh in 2022, 1 478,375

MWh in 2023 and 1 440,102 MWh in 2024.

101

Energy intensity

Energy intensity per net

revenue

2021

2022

Compar

ative

2022/21

2023

Compar

ative

2023/22

2024

Compar

ative

2024/23

Total energy consumption from

activities in high climate impact

sectors per net revenue from

activities in high climate impact

sectors (MWh/Eur)

0.467

0.345

-26.06%

0.467

35.21%

0.405

-13.23%

Notes:

1) According to the NACE codes, the Company's activities are classified under the following sectors, all of which are recognised as high climate impact

sectors: Transportation of natural gas – D.35.22 Distribution of gaseous fuels through mains; Construction – F.42.99 construction of other civil

engineering works n.e.c.

2) The following lines of the financial accounting records are used to calculate the amount of cash receipts: Revenue from contracts with customers,

Transmission of natural gas in the territory of Lithuania, Balancing revenue in the transmission system, Connection of new customers (deferred

revenue), Other revenue, Total revenue from contracts with customers, Revenue not attributable to contracts with customers, Revenue from

administration of LNGt (Liquified Natural Gas terminal) funds.

E1-6 GROSS SCOPES 1, 2, 3 AND TOTAL GHG EMISSIONS

GHG emissions inventory methodology

The GHG emissions inventory is based on the Greenhouse Gas Protocol (GHG) and ESRS standards and

recommendations. This report presents the estimated GHG emissions of the Company's activities,

expressed in CO₂ equivalent.

The calculation was based on the knowledge and methodologies of the market financial institutions and

suppliers of energy resources. The assessment includes carbon dioxide (CO₂) and also other greenhouse

gases such as methane (CH₄), nitrous oxide (N₂O), fluorinated gases (HFCs), which are converted to CO₂

equivalent using standard conversion factors.

Emission consolidation method: operational control.

The base year for the GHG calculation is 2019, as this was the first year that Amber Grid started to

systematically measure and calculate emissions.

2019 Scope 1 and 2 GHG emissions were recalculated (

rebaselining

) per updated emission factors and a

revised GHG calculation methodology in 2024. Recalculation has been carried out for the GHG emission

data from 2020 to 2023 to ensure comparability of the data and to track the progress of the Group

accurately. This update allows for a more accurate assessment of emission changes, consistent

monitoring of emission reductions in line with the SBTi methodology and compliance with industry best

practices and regulatory requirements.

Emission factors (EFs) have been selected based on reliable sources and national and international

guidelines, with preference given to the geographically closest data. When deciding which factors to

apply, the EFs provided by the supplier are prioritised first; if these are unavailable, the EFs nearest to the

area are considered (Lithuanian data are preferred), and if these are not accessible, the most recently

available EFs are utilised.

Sources of emission factors used:

• Global Warming Potential Values (GWPVs) set by the Intergovernmental Panel on Climate Change

(IPCC).

102

• UK Department for Environment, Food and Rural Affairs (DEFRA) databases.

• Association of Issuing Bodies (AIB) databases.

• One Click LCA databases.

• Exiobase databases.

CALCULATION AND REPORTING COVERAGE OF SCOPE 3 GHG EMISSIONS

The disclosure of Scope 3 GHG emissions is subject to reporting scope and methods for calculating GHG

emissions. Within this Scope, the Company has six emission categories:

1. Goods and services purchased.

2. Tangible fixed assets.

3. Fuel and energy-related activities (not included in Scope 1 or 2).

4. Waste generated by operations.

5. Business trips.

6. Employee commuting.

Purchased goods and services, tangible fixed assets. The emission factors (EFs) from the Exiobase

database are used to calculate emissions in these categories. The financial EFs are stable with minimal

year-on-year variations. If the most recent EFs are not available or are difficult to obtain, average annual

inflation is estimated, adjusted for the previous year's EFs, and used for the annual calculations.

Fuel and energy-related activities. This category includes emissions from transporting the fuel from the

point of extraction to the point of sale, energy transmission losses to purchasing organisations and

emissions from electricity and heat consumption (central heating). The data is taken from Scope 1 and

Scope 2 emission calculation activity data and the EF is taken from the DEFRA database.

Waste generated in operations. The calculation of emissions is based on accounting logs and

information provided by contractors. The calculations apply annual waste generation and emissions are

assessed for each waste category. EFs are also taken from the DEFRA database.

Business travelling. Emissions in this category are calculated on the basis of the travel tally of the

Company's employees. The data includes:

• Flights flown (distance travelled by plane, km).

• Overnight stays in hotels.

All kilometres travelled (domestic and international long-distance) and hotel nights are multiplied by the

corresponding EFs taken from the DEFRA database.

Employee commuting. These emissions are calculated using data on the number of employees in the

company and EF from the Statista and Climate Analytics databases. According to Statista Lithuania,

around 94.3% of employees travel to work by car. Emissions are calculated by multiplying the total number

of employees by the share of the mode of transport used and EF per employee.

GHG emissions

Emission type

Retrospective

103

Base year

2019

2021

2022

2023

2024

Comparative

2024/2022

Scope 1 GHG emissions

Gross Scope 1 GHG emissions

(tCO2eq)

61 772.29

51 569.15

22 694.96

39 971.75

28261.988

-33510.298

Percentage of Scope 1 GHG

emissions from regulated

emission trading schemes (%)

7.19

0.79

12.04

35.64

23.51

16,317

Scope 2 GHG emissions

Gross market-based Scope 2

GHG emissions (tCO2eq)

1148.39

1212.66

1003.22

2.83

4.53

-1143.85

Gross location-based Scope 2

GHG emissions (tCO2eq)

483.50

795.00

515.40

289.20

283.30

-200.20

Significant Scope 3 GHG emissions

Total Gross indirect (Scope 3)

GHG emissions (tCO2eq)

7 972.99

12 984.50

6007.670

1965.325

1. Purchased goods and

services

936.49

1 670.54

1220.405

283.914

[Optional subcategory: Cloud

computing and data centre

services]

2. Capital goods

3 706.97

8 158.01

1584.387

-723.63

3. Fuel and energy-related

activities (not included in

Scope 1 or 2).

2 975.50

2 815.62

2839

7.84

4. Upstream transportation and

distribution

5. Waste generated in

operations

32.73

66.52

3.53

-29.206

6. Business traveling

53.98

24.69

39.029

-14.948

7. Employee commuting

267.32

249.12

367.004

99.680

8. Upstream leased assets

9. Downstream transportation

10. Processing of sold products

11. Use of sold products

Total GHG emissions (tCO2eq)

104

Total GHG emissions (location-

based) (tCO₂e)

62 255.77

52 364.15

31 183.32

53 245.44

34 552.95

27 702.82

Total GHG emissions (market-

based) (tCO₂e)

62 920.67

52 781.81

31 671.17

52 959.08

34 274.19

28 646.48

Note: Amber Grid does not own any other companies and therefore does not allocate additional GHG emissions. The definition of the Company and its

value chain has not changed substantially since the base year, so there is no impact on GHG comparability.

GHG intensity

Energy intensity per net revenue

2021

2022

Comparat

ive

2022/21,

2023

Comparat

ive

2023/22,

2024

Comparat

ive

2024/23,

Total GHG emissions (location-

based) per net revenue

(tCO2eq/Eur)

0.078

0.032

-58.74%

0.065

102.90%

0.047

-28.46%

Total GHG emissions (market-

based) per net revenue

(tCO2eq/Eur)

0.079

0.033

-58.42%

0.065

98.70%

0.046

-28.65%

Note: Lines in the financial statements disclosing the amount of revenue used to calculate the GHG intensity indicator: Data for 2024 are reported in

25 page (“Revenue”) and 26 (“Other income”). Data for 2023 are reported in 31 December 2023 financial statements, paragraphs 28 ("Revenue") and 29

("Other income"); for 2022 – paragraphs 27 and 28; and for 2021 – paragraphs 15 and 16. Financial statements and announcements are made public on

the Company’s website.

E1-7 GHG REMOVALS AND GHG MITIGATION PROJECTS FINANCED THROUGH CARBON CREDITS

The Company does not have such a practice and does not disclose relevant information.

E1-8 INTERNAL CARBON PRICING

The Company does not have such a practice and does not disclose relevant information.

E2 POLLUTION

SBM-3 MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY

AND BUSINESS MODEL

The DMA of the EPSO-G Group has shown that pollution is not a material topic at the group level.

Nevertheless, Amber Grid plans to further assess its relevance in the context of the Company in 2025. To

ensure completeness and transparency, Amber Grid provides information on the management of

pollution-related impacts and risks in this report.

E2-1 – POLICIES RELATED TO POLLUTION

The Company's pollution-related impacts are managed through the implementation of the Environmental

Policy, which applies to all companies in the EPSO-G Group. The policy commits to operating in compliance

with all mandatory environmental legislation, continuously assessing risks, developing prevention plans

and working towards avoiding significant environmental incidents in the Group's operations. In addition,

the aim is to continuously build and reinforce a culture of zero tolerance to environmental pollution and

105

zero environmental incidents. Company employees are made aware of the Environmental Policy and

encouraged to comply with it. The policy is published publicly on Amber Grid's website.

The Company imposes additional environmental requirements in the area of pollution prevention in its

projects to ensure that partners (contractors) are not only familiar with, but also effectively apply

measures to prevent air, water and soil pollution.

Other procedures in place at the Company for pollution incidents and/or management actions in the event

of an emergency:

• Emergency Management Plan. The purpose of this plan is to ensure an adequate response in the

event of an emergency, such as a fire, explosion, or chemical spill at NG transmission system facilities.

The plan outlines coordination and communication procedures, the scope of emergency work, the

scale and sequence of rescue operations, as well as the required forces and resources.

• Rules for Compliance with Environmental Protection Requirements. These rules define the

management of environmental incidents, including chemical spills into the natural environment,

unplanned GD releases during MD repairs, or accidents that may pose a threat to the environment. The

rules outline incident management measures, the Company's actions, and the procedure for informing

stakeholders.

E2-2 – ACTIONS AND RESOURCES RELATED TO POLLUTION

MODERNISATION OF JAUNIŪNAI AND PANEVĖŽYS GAS COMPRESSOR STATIONS

In 2023, an efficiency improvement analysis of the Jauniūnai and Panevėžys gas compressor stations

carried out by external consultants showed that the most appropriate way to reduce fuel consumption

and emissions to ambient air at the stations was through the installation of new electrical units. Replacing

the gas compressor units at Jauniūnai Compressor Station with new electric compressors – designed to

operate without fossil fuels and to assume most of the workload from the gas compressors – should result

in a substantial reduction in air pollution from the site.

In addition, emission limit values will apply to the compressor units of the Panevėžys Gas Compressor

Station (PDCS) or existing medium-sized combustion plants from 1 January 2030. The emission limit value

for nitrogen oxides (NOₓ) will be 150 mg/Nm³ from 1 January 2030. Consequently, to meet the new

environmental requirements, upgrade outdated equipment, and optimise the operation of the

transmission system, Amber Grid has decided to commence the replacement of the compressor units

installed in the PDKS since 1974 with new, power-driven gas compressors.

The project "Modernisation of the Panevėžys Gas Compressor Station", scheduled for 2025 to 2029,

includes a new gas pumping station with associated facilities meeting environmental requirements and

the Green Deal.

E2-3 – POLLUTION OF AIR, WATER AND SOIL

The table below presents the quantities of pollutants emitted by the Company's air pollution sources, as

specified in Regulation (EU) 166/2006. Emission levels from 2021 to 2024 remained within the limits

established by this Regulation. In 2024, fewer pollutants were emitted than in 2022. In 2022, following the

commissioning of the newly built Gas Interconnection Poland-Lithuania, the operation of the plants was

not yet well established or fully optimised. This led to increased fuel consumption in stationary plants and,

106

consequently, higher emissions into the ambient air. By 2023, stationary installations at gas compressor

stations, gas distribution stations, operated more consistently, resulting in more efficient fuel use.

Pollutants (excluding greenhouse gases)

Pollutant

Threshold for

releases*

Pollutants released to air kg/year

2024

2023

2022

2021

Carbon monoxide (CO)

500 000

46 029

51 010

73 300

35 210

Nitrogen oxides (NOₓ / NO₂)

100 000

29 254

35 000

58 600

27 300

Note: * In accordance with the release threshold laid down in Annex II to Regulation (EC) No 166/2006.

Monitoring of air pollution sources in the Panevėžys and Jauniūnai LCAs is conducted in accordance with

the monitoring programmes approved by the Environmental Protection Agency (EPA). This is carried out

in compliance with the requirements of the Law on Environmental Monitoring and in consideration of the

conditions and requirements of Integrated Pollution Prevention and Control (IPPC) and pollution permits

(IP).

Monitoring of stationary air pollution sources is conducted quarterly, following the approved monitoring

programmes and taking into account the operating hours of the compressors. Additionally,

measurements of air emissions from mobile pollution sources (boilers) are performed at gas distribution

stations to ensure their proper operation.

Periodic measurements are carried out by a laboratory authorised to perform the necessary tests using

accredited methods.

Air pollutant data is collected using calculation methodologies approved by the Environmental Protection

Agency for IPPC and pollution permits. Pollutant calculations are conducted monthly, and the data is

monitored and published in the Company’s internal system reports.

E3 WATER AND MARINE RESOURCES

SBM-3 – MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY

AND BUSINESS MODEL

The topic of Water and Marine Resources is currently considered non-material for Amber Grid. The

Company uses water solely for employees' domestic needs and for filling fire tanks. Due to the Company's

low water consumption, it was not included in the DMA matrix.

Amber Grid ensures proper wastewater treatment and water pollution prevention by regularly monitoring

the operation of its water treatment plants.

E4 BIODIVERSITY AND ECOSYSTEMS

SBM-3, E4 SBM-3 – MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH

STRATEGY AND BUSINESS MODEL

The Company strives to balance infrastructure development with biodiversity conservation in its

activities. Therefore, special attention is given to environmental principles in development projects. The

107

Company continuously assesses the impact of its activities on nature and implements measures to

minimise negative effects on ecosystems and biodiversity.

Environmental impact assessments are conducted during the infrastructure development phases,

considering the need to conserve species populations and maintain ecosystem health.

The table below lists the material impacts and risks related to biodiversity identified by the Company.

Company’s impacts, risks and opportunities related to biodiversity.

Sustainability topic

Impacts

Risks and

opportunities

Location in the

value chain

Land-use changes, changes in

freshwater use, and changes in

marine use

Actual negative impacts are related

to land-use changes resulting from

the impact of network infrastructure

on ecosystems.

Species population size

Potential negative impacts may be

related to the development and

maintenance of network

infrastructure.

*No material risks and/or opportunities identified.

**Impact on sustainability topics arises directly in the Company's operations, so location in the value chain is not indicated.

A balance of vegetation, green space, and soil sealing is maintained at most Amber Grid sites and their

surroundings. The sites are not fully paved, with many using water-permeable rubble, and vegetation is

preserved wherever pipeline operation, fire safety, and legal requirements allow.

In accordance with the State Service for Protected Areas, the following table provides information on

Amber Grid's GCS, GDS, and gas metering stations, as well as pipelines that are within, adjacent to, or

crossing protected areas and sites with a 25-metre buffer zone.

In total, the Company's stations are adjacent to three protected areas and, according to the Cadastre of

Rivers, Lakes, and Ponds of the Republic of Lithuania, cross the Luponė stream.

The Company's main pipeline extends across the entire territory of Lithuania, crossing 414 rivers and nine

ponds, entering 41 nature reserves, two botanical natural heritage sites, five biosphere polygons, and 52

areas important for habitat protection.

As monitoring has not been conducted at all Amber Grid sites, precise information on potential biodiversity

impacts is unavailable. However, monitoring of the GIPL pipeline (2021–2024) has shown that construction

had no significant negative environmental impact. Biodiversity is recovering naturally, considering the

effects of climate change and other anthropogenic activities in the vicinity of the Company's facilities.

Boundaries of the pipeline and its buffer zone with protected areas.

Stations

and

protection

zones

Gas pipeline and protection zone

Territories

important

Out of scope

Valley of Minija River, Gerviraistis Swamp II, Anykščiai Pinewood, Daugyvenės

neighbouring areas, Alioniai Swamp II, Marijampolis neighbouring areas, Gižai

108

for the

protection

of habitats

neighbouring areas, Noris River, Novėžis lower reaches, Kiemeliškės village

neighbouring areas, Visinčia River near Gudeliai, Lapynai neighbouring areas,

Karšuva Forest, Šešuvis River below Pašešuvis, Verknė middle reaches II, Rietavas

Forests, Merkys River, Šventoji River midstream, Minijos River, Žalioji Forest,

Pamūšiai, Žeimena river, Babtai-Varluva Forests, Būda and Pravieniškės Forests,

Prienai Pinewood II, Noris loop neighbouring areas, Virinta River,

Kazlų Rūda Forest IV, Minija River upper reaches, Žėbiškiai and Lomanka Forests,

Veiviržas and Šalpė Rivers and valleys, Sabališkiai Forest, Kaunas Lagoon, Nomunas

loops, Mera River and its valley, Širvinta River valleys II, Taujėnai-Užulėnis Forests,

and Karajimiškis village neighbouring areas, Labūnava Forest, Laukesa I,

Pagramantis Regional Park, Ąžuolija Forest, Lavoriškiai Forest, Čerkiškė

neighbouring areas, Strošiūnai Pinewood, Gubernija Forest, Naujakiemis

neighbouring areas, Naujasis Lentvaris neighbouring areas, Kernavė neighbouring

areas, Strošiūnai Pinewood II, Būdai Forest, Šešuoliai Forest

Biosphere

polygons

Out of scope

Babtai-Varluva Forest Biosphere Polygon, Gubernija Forest Biosphere Polygon,

Labunava Forest Biosphere Polygon, Būda-Pravieniškės Forest Biosphere Polygon,

Taujėnai-Užulėnis Forest Biosphere Polygon

Biosphere

reserves

Out of scope

Botanical

objects of

natural

heritage

Out of scope

The areas of the Uogintai oak and Triliemenis oak.

Reserves

Karajimiškis

landscape

reserve

Veiviržas Ichthyological Reserve, Anykščiai Pinewood Landscape Reserve, Jūra

Landscape Reserve, Kurkliai Geomorphological Reserve, Geomorphological

Reserve of Vokė Old Valley Slopes, Punia Landscape Reserve, Merkys Ichthyological

Reserve, Drubengis Botanical Reserve, Landscape Reserve of Minija Old Valley,

Novėžis Landscape Reserve, Strošiūnai Landscape Reserve, Šventoji Ichthyological

Reserve, Minija Ichthyological Reserve, Karajimiškis Landscape Reserve, Kulis

(Grabijolai) Landscape Reserve, Judinis Geomorphological Reserve, Žeimena

Ichthyological Reserve, the Great Nomunas Loops Hydrographic Reserve, Upytė

Hydrographical Reserve, Šventininkai Botanical Reserve, Virinta Landscape

Reserve, Daumėnai Geological Reserve, Tatula Landscape Reserve, Sabališkės

Pedological Reserve, Pamūšiai Landscape Reserve, Minija River Breach Landscape

Reserve, Praviena Hydrographical Reserve, Baravykinė Landscape Reserve,

Daugyvenė Hydrographical Reserve, Verdeikiai Geomorphological Reserve, Jūra

Ichthyological Reserve, Vokė

Parks

Biržai

Regional

Park

Anykščiai

Regional

Park

Neris Regional Park, Biržai Regional Park, Varniai Regional Park, Anykščiai Regional

Park, Sirvėta Regional Park, Nomunas Loops Regional Park, Pagramantis Regional

Park, Kaunas Lagoon Regional Park

E4-1 – TRANSITION PLAN AND CONSIDERATION OF BIODIVERSITY AND ECOSYSTEMS IN STRATEGY AND

BUSINESS MODEL

109

Biodiversity conservation is one of the strategic objectives of the EPSO-G Group, ensuring that its

activities do not have a negative impact on biodiversity. At present, the Group does not have a biodiversity

mitigation plan (Biodiversity Transition Plan).

E4-2 – POLICIES RELATED TO BIODIVERSITY AND ECOSYSTEMS

The Company does not have a separate policy for managing impacts, risks, and dependencies on natural

resources related to biodiversity and ecosystems. Currently, it follows a Group-wide Environmental Policy,

which is set to be updated in 2025.

The Group adheres to the following principles and plans to integrate them into its policy documents:

• Assessing and managing impacts on biodiversity.

• Protecting natural habitats and species at all stages of activities and incorporating biodiversity

protection considerations from the outset of planning new infrastructure projects.

• Evaluating the environmental impact of constructing new facilities or refurbishing existing ones.

• Ensuring biodiversity protection when operating, expanding, or upgrading energy system

infrastructure by implementing mitigation or compensation measures.

• Adjusting the management of compensatory measures based on environmental monitoring data to

improve conservation and restoration outcomes for both living and non-living nature.

• Participating in habitat restoration projects and applying sustainable land management practices to

restore vegetation affected by operations.

• Restoring areas affected by activities after their cessation to minimise negative impacts and maximise

environmental benefits.

• Including biodiversity performance and initiatives in annual sustainability reports.

• Continuously assessing risks, developing prevention plans, and striving to avoid significant

environmental incidents within the Group’s operations. This includes fostering a culture of zero

tolerance for environmental pollution and zero environmental incidents.

• Requiring contractors and other partners to adhere to these principles, comply with relevant

environmental legislation and standards, and take responsibility for the environmental impact of their

activities.

The Company also follows the Group’s Sustainability Policy to manage its impact on biodiversity and

ecosystems.

The Group is committed to biodiversity protection by conducting monitoring where necessary and, in

cases of unavoidable circumstances, implementing mitigation or compensation measures. These

commitments aim to minimise or fully offset Amber Grid’s impact on biodiversity and ecosystems.

Additionally, the Company is dedicated to addressing the social consequences of its impact on

biodiversity and ecosystems in line with the principles of responsible business conduct. Risks are

continuously assessed, prevention plans are developed, and a culture of zero environmental incidents is

promoted.

The Company places strong emphasis on the environmental competencies of its employees, engaging

with local communities, stakeholders, and partners to ensure their involvement. Environmental initiatives

are communicated publicly, and the Company actively implements such initiatives, encouraging employee

participation and enhancing their expertise in nature conservation.

110

E4-3 – ACTIONS AND RESOURCES RELATED TO BIODIVERSITY AND ECOSYSTEMS

Amber Grid assesses and manages the impact of its activities on biodiversity through a range of measures,

including environmental monitoring, Environmental Impact Assessment (EIA) documents and Natura 2000

site assessments. The Company complies with legal requirements, monitors environmental impacts and

actively engages with stakeholders.

ENVIRONMENTAL MONITORING AFTER CONSTRUCTION OF THE GIPL PIPELINE

After the completion of the Gas Interconnection Poland–Lithuania (GIPL) in 2022, post-construction

monitoring of the individual stages has been carried out for 4 years in accordance with the environmental

monitoring programme agreed with the Environmental Protection Agency (EPA) in 2016.

The monitoring plan is not limited to monitoring the status of surface water bodies (the rivers Musė, Strėva

and Lapainios). It also covers monitoring of the landscape and state of birds (western marsh harrier,

Montagu's harrier, spotted crake, common crane, lesser spotted eagle, black stork, middle spotted

woodpecker), fish (protected species in the Strėva, Verknė and Lapainis rivers:

Thymallus thymallus,

Alburnoides bipunctatus,

Amur bitterling, Spined loach, European bullhead), insects Geranium argus,

False heath fritillary, Woodland brown, Large white-faced darter, Large copper) reptiles European pond

turtle, European fire-bellied toad); emergence, spread, and vegetation cover of invasive species

(Heracleum sosnowskyi, Boxelder maple, Large-leaved lupine, Canada goldenrod).

Four years of monitoring have shown that the construction of the gas pipeline link between Lithuania and

Poland had no significant negative impacts on the environment. Biodiversity is recovering naturally, as

expected.

Changes to natural habitats of the European Community (EC) importance in the area affected by the

pipeline are also being recorded and assessed following the construction of the GIPL link. The number of

plant species remained almost unchanged during the monitoring period, and no significant changes in the

composition of the flora were detected. This indicates that the damaged part of the habitat meadow is

recovering and that the restoration process has already started.

E4-4 – TARGETS RELATED TO BIODIVERSITY AND ECOSYSTEMS

The Group aims to prevent negative impacts on biodiversity by adhering to a hierarchy of avoidance and

mitigation measures and by implementing the commitments outlined under disclosure requirement E4-1.

At present, no additional measurable targets are foreseen, unless a need for them is identified in new EIA

documents or monitoring reports.

E4-5 – IMPACT METRICS RELATED TO BIODIVERSITY AND ECOSYSTEMS CHANGE

The Company has identified no negative impacts on biodiversity from its sites adjacent to areas of

biodiversity sensitivity. The Company has no biodiversity and ecosystem-related impact indicators

identified at this stage.

E5 RESOURCE USE AND CIRCULAR ECONOMY

111

SBM-3 - MATERIAL IMPACTS, RISKS, OPPORTUNITIES, AND THEIR INTERACTION WITH THE STRATEGY

AND BUSINESS MODEL

Amber Grid manages the resources used in its operations responsibly and strives to minimise waste

throughout the value chain. Recognising that infrastructure development can have additional

environmental impacts, the Company places great emphasis on resource efficiency and proper waste

management.

A range of measures is in place to optimise the use of raw materials, promote recycling, and reduce waste.

Ongoing environmental impact assessments are conducted to identify potential risks in a timely manner

and ensure that resource flows related to products and services are managed responsibly and

sustainably.

The table below summarises the key sustainability topics related to resource use and waste management,

their impacts, potential risks, and their location within the value chain.

Material impacts and risks related to the circular economy

Sustainability topic

Impacts

Risks and

opportunities

Location in

the value

chain

Resource inflows, including resource

use.

Resource outflows related to products

and services.

Potential negative impacts relate to the

envisaged expansion of energy

transmission infrastructure.

-**

Waste

Actual negative impacts arise from waste

generated by the Group's activities and

throughout the value chain.

Upstream

and

downstream

value chain

* No material risks/opportunities identified.

**Impact on sustainability topics arises directly from the Company’s operations, so no value chain location is indicated.

E5-1 - POLICIES RELATED TO RESOURCE USE AND CIRCULAR ECONOMY

The Company's pollution-related impacts are managed through the implementation of the Environmental

Policy, which applies to all EPSO-G Group companies. Under this policy, the Company is committed to

applying pollution prevention principles, reducing waste, and ensuring its safe and responsible

management. The implementation of the Environmental Policy is overseen by the Group's company

managers and Environmental Functional Supervisors.

Together with the Group, the Company has set objectives for responsible supply chain management, with

a key focus on ensuring a sustainable supply chain and financial stability. It is committed to ensuring that

50% of contracts will be signed with suppliers that aim to reduce their greenhouse gas (GHG) emissions

by 2035. Additionally, the Group seeks to transition to circular procurement by 2035.

To achieve this, a sustainable supplier programme will be developed, ensuring that the financial strategy

is aligned with the EU Taxonomy.

E5-2 - ACTIONS AND RESOURCES RELATED TO RESOURCE USE AND CIRCULAR ECONOMY

EFFICIENT USE OF RESOURCES

112

The Company is continuously taking steps to improve resource efficiency and promote a circular

economy, thereby reducing its environmental impact:

• During the maintenance and repair of NG pipelines, removed components (e.g. metal pipes) are

recycled. In 2024, the Company replaced 2,514.05 metres of pipeline and carried out repairs, ensuring

that all replaced pipeline metals were transferred to metal recyclers.

• Serviceable pipeline components are refurbished and reused in new projects where possible.

• The quantities of waste generated are recorded in the PPWAIS (Unified Product, Packaging, and Waste

Accounting Information System) in compliance with legal requirements.

• When replacing old office furniture, auctions are organised to allow employees to purchase items,

giving them a second life. The sale occurs in three phases, with prices gradually reduced to encourage

reuse. If furniture remains unsold after these phases, it is sent for recycling. In 2024, 98 pieces of office

furniture and equipment were sold, while in 2023, 50 end-of-life assets (trailers, car parts, etc.) were

sold.

• The Company has an Asset Management Team dedicated to ensuring that circular economy principles

are applied as extensively as possible.

In 2024, all public procurement was conducted as green procurement, in compliance with

legislative requirements.

SUSTAINABLE SUPPLY CHAIN

One of the key objectives for 2025 is to establish a sustainable and responsible supply chain. The planned

actions for 2025 include:

• Reviewing and, if necessary, adjusting the Group's screening process for business partners, including

the Group's Supplier Code of Conduct.

• Enhancing the information system for supplier screening.

• Conducting the initial analysis required to develop a new sustainability initiative in procurement—the

Supplier Sustainable Engagement Programme.

WASTE MANAGEMENT

The Company is committed to ensuring that waste generated from the operation and maintenance of the

gas transmission network is managed in line with circular economy principles:

• Waste, including valuable raw materials such as metals, is sorted and sent to certified recyclers to

ensure its reintegration into the market.

• Disassembled and reusable equipment parts are stored and repurposed for future maintenance work,

reducing the need for new raw materials.

• Contractors carrying out repairs are required to separate waste on-site and report on its transfer to

recyclers.

• The Company actively promotes the circular economy by collaborating with all stakeholders in the

value chain, including waste management partners. The goal is to ensure that 100% of recyclable waste

is returned to the market, contributing to resource conservation, waste reduction, and sustainable

practices.

• Contractors involved in waste management are obliged to comply with circular economy principles by

separating waste, transferring it to certified recyclers, and providing the Company with detailed

information on waste management processes. They must also report on the quantities of recycled

materials, ensuring transparency and effective waste management monitoring.

113

E5-3 - TARGETS RELATED TO RESOURCE USE AND CIRCULAR ECONOMY

The Company and the Group have set ambitious long-term goals for responsible supply chain

management. The primary objective is to establish a sustainable, environmentally friendly supply chain

while ensuring efficient financial management.

One of the key targets is to ensure that by 2035, at least 50% of contracts are awarded to suppliers that

commit to reducing their greenhouse gas (GHG) emissions and adopting environmentally friendly

practices. This initiative not only aims to minimise indirect environmental impacts but also encourages

suppliers to contribute to climate change mitigation goals.

Additionally, the Group plans to transition to a circular procurement model by 2035, prioritising

renewable, recyclable, and sustainable materials. This approach will help reduce waste, enhance resource

efficiency, and ensure responsible and effective supply chain operations.

E5-4 - RESOURCE INFLOWS

The Company’s operations require a wide range of technical materials and equipment to ensure safe and

reliable service delivery, including the maintenance and repair of the gas transmission network. The

selection and use of these materials and equipment are based on high quality and sustainability standards

to optimise operational processes and minimise environmental impact.

Main technical materials used:

• Metal parts (steel, copper): Pipe sections, valves, connectors, and other critical components essential

for maintaining and upgrading network infrastructure.

• Plastic components: Insulation materials and sealants used to protect and seal pipelines.

• Petroleum products and chemicals: Lubricants and other chemicals are used in an optimised manner

to reduce environmental impact.

Equipment used for network maintenance and repair:

• Heavy machinery: Excavators and cranes required for pipeline installation, rehabilitation, and

earthworks.

• Operational equipment: Compressor sets, boilers, and other equipment necessary for maintaining

power supply and grid stability.

• Vehicles: Trucks and specialised vehicles for transporting equipment and materials to sites, as well as

cars for staff mobility.

• IT equipment: Digital monitoring systems for real-time network surveillance, data analysis, and rapid

response to disturbances.

The Company continuously reviews and enhances its material and equipment management processes to

ensure operational efficiency, environmental compliance, and contribute to the sustainable development

of the gas transmission network.

The primary resource required for the Company’s operations is natural gas. In 2024, 433,117 MWh of natural

gas was consumed for operational processes and other uses. At present, Amber Grid does not have data

on the total weight (in tonnes) of other resources consumed during the reporting period.

MDR-T

114

E5-5 - RESOURCE OUTFLOWS

The Company's natural gas transmission activities generate specific waste streams, including metal,

construction and insulation materials, petroleum products, and electronic waste. All waste is segregated

and either sent to certified recyclers or managed in compliance with hazardous waste regulations. The

goal is to minimise environmental impact and promote a circular economy.

Metal waste generated during the replacement of sections of the main gas pipeline is handed over to

specialised metal collectors. Waste flow data is regularly obtained from waste handlers and recyclers,

based on formal transfer notes provided by contractors and certified waste collectors.

These processes ensure transparent waste management and support the Company's commitment to

operating responsibly and sustainably, minimising environmental impact, and using natural resources

efficiently.

Waste generated from operations

Waste generated, t

2024

2023

2022

2021

Total amount

451.99

3 076.75

1 170.24

78.23

Hazardous

25.67

40.76

28.66

38.10

Non-hazardous

426.32

3 035.99

1 141.58

40.12

Waste diverted to recycling

Total amount

393.10

3 041.63

1 102.63

61.78

Hazardous

0.00

13.79

12.53

26.75

Non-hazardous

393.10

3 027.84

1 090.11

35.13

Waste diverted to reuse

Total amount

Not available

Waste diverted to other recovery operations*

Total amount

28.38

0.00

Hazardous

15.72

0.00

Non-hazardous

12.66

0.00

Waste directed to disposal (combustion with energy recovery)

Total amount

28.38

32.77

39.57

13.88

Hazardous

15.72

26.97

16.14

11.36

Non-hazardous

12.66

5.80

23.43

2.52

Waste directed for disposal (landfill)

Total amount

1.69

2.35

28.04

2.47

115

Hazardous

0,00

0.00

Non-hazardous

1.69

2.35

28.04

2.47

Comments: The Company’s activities do not generate radioactive waste.

* According to the report submitted by the waste handler, in compliance with the Waste Management Regulations and waste disposal codes, most of

the waste is classified under recovery code R12. This indicates that the waste is being recycled or reprocessed before undergoing any of the activities

listed under codes R1–R11. The R-code classification (R1–R12) refers to waste recovery processes, which include recycling, reclamation, and other forms

of reuse.

In 2024, the amount of non-hazardous waste was seven times lower than in 2023. As mentioned earlier,

waste flow and volume are significantly influenced by the projects and maintenance works carried out

during the reporting year. More than 80% of the waste generated by the Company consists of metallic

waste, primarily produced during the reconstruction of main gas pipelines (MG). Given the lower volume

of MG reconstruction projects in 2024, a corresponding decrease in waste generation was recorded.

As in previous periods, the vast majority of waste (93% in 2024) was diverted to recycling or other recovery

operations.

Non-recycled waste

Non-recycled waste*

Total amount, t

Share, %

2024

30.07

6.65

2023

32.12

1.14

2022

67.61

5.78

2021

16.35

20.91

Notes: * Non-recycled waste is the amount of waste that is sent for disposal. In this case, according to the definition of the ESRS standard,

non-recycled

waste is that which has been disposed of and has not been diverted into recycling or recovery operations.

8.6. SOCIAL AREA

S1 OWN WORKFORCE

SBM-3, S1 SBM-3 – MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH

STRATEGY AND BUSINESS MODEL

MEASURES TO ENSURE THE WELL-BEING AND SUSTAINABILITY OF THE COMPANY'S EMPLOYEES

The Company recognises that employee well-being is important both for sustainable business

development and for long-term success. Therefore, employee-related sustainability issues are

continuously monitored and evaluated to ensure a safe, inclusive and motivating working environment.

The Company actively seeks to ensure that employees are provided with the necessary support and

conditions to develop and that potential risks are identified and managed in a timely manner.

Sustainability matters related to employees, which are addressed in this part of the report, include work-

life balance, fair pay, health and safety measures, training and development opportunities, and the

promotion of diversity and inclusion. The Company places great emphasis on protecting privacy and

strives to create an environment where every employee feels respected, valued, and safe.

The table below summarises the main sustainability topics related to employees and the related impacts,

risks, and opportunities.

Material impacts and risks related to own workforce

116

Sustainability topic

Impacts

Risks and

opportunities

Location in the

value chain

Working time. Work-life balance

Actual negative impact on workers

operating in outdoor conditions

(non-administrative jobs).

-**

Adequate wages

Actual positive impact due to a

transparent remuneration policy.

-**

Social dialogue. Freedom of

association, the existence of

work councils and employees’

rights to be informed, consulted,

and to participate. Collective

bargaining, including the share of

employees covered by collective

agreements.

Actual positive impact is created

through open and active

communication and

communication with trade unions,

work councils, and workers.

-**

Health and safety

Potential negative impact on

workers' health and safety due to

specific working conditions,

especially for those working on-

site and in outdoor environments.

Risks arise from

non-compliance

with health and

safety

requirements.

-**

Training and skills development

Actual positive impact arises from

the provision of internal and

external skill development

programs (including soft skills)

and job improvement programs for

all employees within the Group.

-**

Employment and inclusion of

persons with disabilities

Actual negative impact due to

minimal inclusion of people with

disabilities.

-**

Privacy

Potential negative impact due to

the improper processing of

personal data, including by third

parties, and personal data

breaches, which may adversely

affect employees' rights as data

subjects.

-**

*No material risks/opportunities identified.

**The impact arises in own operations and therefore the location of the value chain is not specified.

ACTIVITIES INVOLVING INCREASED RISK

The Company's employees are exposed to a high-risk working environment when working outdoors, in civil

engineering structures (e.g. GDS, GCS) and in safety zones where gas pipeline operations are carried out.

As a result, Amber Grid pays particular attention to their safety, training, and professional development.

To ensure the highest safety standards, employees regularly receive specialised professional and

technical training to keep their knowledge and skills up to date. Practical exercises are also carried out to

give employees the skills that are relevant to real-life situations.

RISK ASSESSMENT AND MANAGEMENT

Amber Grid has carried out a detailed analysis of the potential hazards and risks related to the impact of

natural gas transmission system disruptions on third parties. In addition, an Emergency Management

Plan has been prepared to organise the localisation and response of events. The staff involved in these

117

procedures are properly trained and instructed and practical exercises are carried out each year to

reinforce their preparedness to respond to emergencies.

OCCUPATIONAL RISK ASSESSMENT

The Company has assessed the occupational risks for all employees, identifying potential adverse health

effects and providing effective risk reduction and management measures. The occupational risk

assessment is periodically updated to take account of changes in working conditions and the latest safety

practices.

This safety management system ensures that Amber Grid's employees are well prepared, informed, and

protected in challenging conditions.

In addition, the Company carries out remote monitoring of gas pipelines, which allows it to promptly

identify potential risks and ensure the safety and efficient management of infrastructure.

S1-1 – POLICIES RELATED TO OWN WORKFORCE

The Company's activities are guided by the highest ethical and human rights standards in accordance with

international principles and national legislation. The United Nations Guiding Principles on Business and

Human Rights, the International Labour Organisation (ILO) Declaration on Fundamental Principles and

Rights at Work, and the OECD Guidelines for Multinational Enterprises are applied in the organisation's

activities. These principles are integrated into internal policy documents, including the Code of Ethics,

the Equal Opportunities Policy, the Remuneration, Performance Appraisal, Development Policy, and

the Policy on Prevention of Discrimination, Harassment, and Violence. This ensures a clear and

consistent approach to building respectful, fair, and responsible working relationships.

A CULTURE OF DIVERSITY AND INCLUSION

The Company strives to create an inclusive work environment where every employee feels valued,

respected, and has equal opportunities. This is achieved through a Diversity and Inclusion Strategy,

which includes the inclusion of diverse groups in the labour market, the strengthening of managerial

competences, and the application of transparent and objective selection processes. Employees are

actively encouraged to participate in inclusion initiatives, such as sharing personal stories, and training

and events, which contribute to building a tolerant and open organisational culture.

PROHIBITION OF DISCRIMINATION AND VIOLENCE

Any form of discrimination, harassment, psychological violence, or mobbing is not tolerated in Amber

Grid's operations. The Company shall ensure that the working environment is free from discrimination

regardless of gender, age, nationality, disability, religion, or other factors. Harassment, psychological

violence, and abuse of position shall be prevented. Ensuring that all employees work in a respectful, safe,

and supportive environment.

The Company's employment relationship is based on equal opportunities, respect, and dignity. Every

employee is provided not only with safe working conditions that meet their needs, but also with

opportunities for professional and personal development.

The Company's policy is that every member of the organisation, regardless of their position, is responsible

for a respectful and safe working environment. Even in the absence of obvious signs of discrimination,

harassment or violence, the Company actively promotes a positive organisational culture, reinforces

prevention, and ensures the well-being of employees.

118

PRINCIPLES OF THE CODE OF ETHICS

The Company's Code of Conduct clearly defines the principles that ensure fair, responsible, and ethical

behaviour within the organisation. The Code states that communication should be cordial, respectful and

fact-based. It ensures the protection of personal dignity, privacy, and reputation, and strictly prohibits any

discrimination based on sex, ethnic origin, age, religious beliefs, political opinions, sexual orientation,

marital status, disability, or any other characteristics.

Where legislation or the Code of Conduct does not provide a clear standard of conduct in certain

situations, staff are encouraged to apply the highest standards of integrity, reliability, and transparency.

The Company strives to create an organisational culture in which ethical behaviour is not only the rule, but

also a daily practice.

EQUAL OPPORTUNITIES POLICY

The Group has an Equal Opportunities Policy, which complies with the United Nations Sustainable

Development Goals and national legislation. Amber Grid actively supports and participates in social

initiatives aimed at ensuring human rights and equal opportunities for all employees.

The policy ensures that:

• The remuneration system is clear, transparent, and based on objective criteria.

• Employees have equal opportunities for development and career advancement, regardless of their

personal or social characteristics.

• The organisation fosters an inclusive culture based on goodwill, mutual trust, and cooperation.

PREVENTIVE MEASURES AND TRAINING

The company has a Discrimination, Harassment, and Violence Prevention Procedure, which includes

specific measures to prevent intolerable behaviour. It provides for the appointment of responsible

persons, training, and information dissemination to raise awareness and ensure a safe working

environment. Workers are encouraged to report observed violations through anonymous reporting

channels.

To improve the effectiveness of prevention activities, the Company organises regular training for both

employees and managers. This training includes practical situations and concrete examples of how to

recognise and avoid discrimination or harassment.

RESPONSIBILITY AND MONITORING

The organisation has a permanent monitoring system to prevent discrimination. All reports of possible

violations received are analysed to identify risk factors and improve internal processes. The Company has

an active trade union representing the interests of its employees and participating in decision-making

concerning their welfare, working conditions, and rights.

The Company also pays particular attention to supply chain management, ensuring that human rights and

labour protection principles are applied to all partners and suppliers.

In 2025, Amber Grid plans to seek the Equal Opportunities Ombudsperson’s recognition – the 'Equal

Opportunities Wings' award – which would confirm the organisation’s efforts to create an equitable, safe,

and inclusive working environment for all employees.

119

S1-2 – PROCESSES FOR ENGAGING WITH OWN WORKFORCE AND WORKERS’ REPRESENTATIVES

ABOUT IMPACTS

The Company implements a range of measures to promote employee involvement in the organisation,

ensuring their rights, well-being, and ability to influence decision-making.

Channels for employee feedback and suggestions:

• Employee engagement surveys – regular surveys to gather employees' views on working conditions,

motivation, and opportunities for improvement.

• Annual interviews with line managers – one-to-one meetings to discuss each employee's

contribution, professional development, and aspects of improving the working environment.

• Performance evaluation questionnaires – an opportunity to anonymously express employees’ views

on work processes, management support, and personal career prospects.

• The annual top management meetings with employees – provide a direct opportunity for

employees to raise important issues and make suggestions on strategic issues for the organisation.

OPERATION WITH TRADE UNIONS AND EMPLOYEE REPRESENTATIVES

The Company has a collective agreement with the trade union/employee representatives that provides

information and consultation on planned workforce changes. This includes changes in work organisation,

changes in remuneration policy, and other decisions that may affect employees' interests.

The Company maintains an ongoing dialogue with the trade union:

• Responsible person – the Head of Organisational Development coordinates the cooperation.

• Regular communication – both written and verbal, inviting people to collective bargaining,

consultations, and informing them of changes in the organisation.

• Meetings – quarterly meetings with trade union representatives were organised in 2023 and 2024 to

discuss:

o Implementation of the collective agreement.

o Results of the Employee Engagement Survey.

o Remuneration policy.

o Consultations on redundancies and other important issues.

ASSESSING THE EFFECTIVENESS OF EMPLOYEE ENGAGEMENT

The Company continuously analyses the effectiveness of its employee engagement measures based

on:

• Results of employee engagement surveys.

• Information gathered during the annual interviews.

• Expert judgement.

These measures help to ensure that workers' voices are heard, their interests are represented, and the

organisation's decisions are taken in a way that considers social responsibility and the well-being of

workers.

The Company adheres to the EPSO-G Group policy, developing its activities in line with the guidelines and

principles set out in the Group's sustainability documents.

120

S1-3 – PROCESSES TO REMEDIATE NEGATIVE IMPACTS AND CHANNELS FOR OWN WORKFORCE TO

RAISE CONCERNS

Amber Grid has processes in place to prevent and manage negative impacts. If the Company's activities

cause adverse impacts or if employees are exposed to inappropriate behaviour, they can raise their

concerns and make reports through the following channels:

Amber Grid Trust Line: sauga@ambergrid.lt.

EPSO-G Group Trust Line: pranesk@epsog.lt

E-notification form: available on the Company's website https://pranesk.epsog.lt.

Telephone: +37061270606.

By post to the Company's registered office at Laisvės pr. 10, Vilnius.

By communication with those directly responsible:

Head of Information Security.

Prevention Officer (responsible for corruption prevention).

Equal Opportunities Officer.

Social Responsibility Project Manager.

If they are temporarily absent, the information can be provided to their designated replacements.

To the line manager: employees can also contact their line manager with any concerns about the working

environment or operational processes.

These channels are available to all employees of the Company. Reports can be made both by those who

have direct experience of the situation and by those who have observed misconduct or received

information about possible violations. Reports may be made anonymously or by revealing your identity,

depending on the method chosen.

In addition, employee suggestions and concerns are conveyed to the Company by the Trade Union,

fostering a constructive dialogue between employees and management.

HANDLING AND PROTECTING NOTIFICATIONS

The Company has integrated monitoring and performance assurance processes to ensure that reporting

channels are legal, accessible, transparent, and are based on the protection of workers' rights. All

whistleblowing reports received are dealt with in accordance with the mechanisms established at Group

level, ensuring a prompt response and the implementation of appropriate actions.

Employees have access to all internal legislation relevant to their work, including:

• Procedures for the prevention of discrimination, violence and/or harassment, and sexual harassment.

• Other policies related to employee rights and work culture.

These documents are filed in the Company's document management system and are available to all

employees for review.

PROTECTION OF WHISTLEBLOWERS

Whistleblower protection is described in detail in disclosure G1-1 of this report. The Company shall ensure

the safe and confidential handling of reports and the protection of whistleblowers and other informants

from any possible discrimination or adverse consequences as a result of the information provided.

121

S1-4 – TAKING ACTION ON MATERIAL IMPACTS ON OWN WORKFORCE, AND APPROACHES TO

MANAGING MATERIAL RISKS AND PURSUING MATERIAL OPPORTUNITIES RELATED TO OWN

WORKFORCE, AND EFFECTIVENESS OF THOSE ACTIONS

The Company implements consistent and targeted actions to manage employee-related impacts, risks,

and opportunities in order to ensure the well-being of its employees, promote their professional

development, create a safe and supportive working environment, and guarantee equal opportunities for

all without exception.

DIVERSITY, EQUALITY, AND INCLUSION

Actions and initiatives in recent years have contributed to increasing employee engagement, building

trust in the organisation and ensuring consistent implementation of policies. A Diversity and Inclusion

Strategy was developed and launched in 2024 to promote equality, inclusion, and tolerance in all areas of

the Group's operations.

Progress and achievements:

• New e-learning course 'Diversity and Inclusion: Equal Opportunities at Work' was introduced to

employees, with approximately 60% of Amber Grid employees successfully completing it by the end of

2024.

• Between 2023 and 2024, more than 80% of the Company's employees received diversity and equal

opportunities training to raise awareness and foster an inclusive work environment.

• The Equal Opportunities Month events, discussions, and training sessions in November raised staff

awareness of the importance of equal opportunities and encouraged them to become more involved in

equal opportunities initiatives.

By 2027, Amber Grid will implement the following measures to promote equal opportunities:

• Employee survey and Equal Opportunities Ruler – to measure organisation's progress.

• Diversity and Inclusion Ambassadors Club – to promote employee engagement.

• Consistent communication and training – for both employees and managers.

• Creating an equal opportunities space on the intranet – to increase accessibility of information.

• Mentoring programme - for employee development and career progression.

EMPLOYEE ENGAGEMENT SURVEY

Amber Grid's Employee Engagement Survey, conducted in January 2024, attracted a very high level of

participation, with 96% of employees expressing their opinion. This high level of engagement confirms

that employees take an active interest in the organisation's activities and want to contribute to improving

the working environment.

The survey assesses key aspects of the working environment: work/leisure balance, opportunities for

learning and professional development, equal opportunities, reward system, and overall satisfaction with

working conditions.

Given the importance of the survey for the growth of the organisation, the Employee Engagement Survey

is planned to be carried out on an annual basis in order to systematically analyse the situation and make

data-driven decisions.

122

WORK-LIFE BALANCE

According to the 2024 Employee Engagement Survey, employees have a positive attitude towards work-

life balance. In order to maintain this positive perception and to further enhance the well-being of

employees, the Company is continuing to apply a hybrid working model, allowing some work to be

delivered remotely at certain times in the week. This allows employees to flexibly combine professional

and personal needs.

In addition, in 2024, the Company has made it possible for employees to work remotely from abroad for a

period of time. 10 employees have already used this option and their experience shows that this model is

convenient and contributes to increasing motivation and engagement.

To ensure a balance between work and rest, the Company keeps track of fixed working and rest times,

which are documented in timesheets. For greater transparency, monthly reports will be made available to

each head of unit from 2024. This practice will continue in 2025, ensuring the long-term well-being and

productivity of employees.

A review of the documents governing working time and rest periods was launched in 2024 in response to

the changing needs of work organisation and recent changes in legislation. The following provisions are

currently under review: Work Regulations, Procedure for Filling in Working Time Records, and Procedure

for Passive On-Call Duty at Home. These changes are expected to contribute to a more effective work-life

balance and to a positive working environment.

REMUNERATION

In 2024, the Company has successfully fulfilled all its obligations to employees under the current

Remuneration Policy:

• Remuneration ranges have been reviewed and their competitiveness in the market has been ensured.

• Monthly salaries for employees have been increased.

• Bonuses and financial incentives have been awarded for outstanding achievements and innovations.

The Company's remuneration system ensures that pay is transparent, fair, and equally accessible to all

employees, regardless of their personal or social characteristics.

Key principles of the reward system:

• Right to remuneration review and financial incentives – employees may be eligible for salary increases

based on their performance and contribution to the organisation's goals.

• Transparent remuneration ranges – defined salary intervals are accessible to all employees via the

internal intranet system.

• Performance-based incentives – bonuses and additional rewards are granted for outstanding

achievements and innovative solutions.

These principles ensure that every employee in the Company is properly valued, motivated, and has clear

prospects for both career and financial growth.

EMPLOYEE PERFORMANCE EVALUATION

123

In 2024, the Company organised employee performance evaluation calibration sessions for the first time.

During these sessions, managers from different departments jointly reviewed and aligned employee

performance assessment results to ensure objectivity, transparency, and a unified evaluation standard

across the organisation.

The main objectives of the calibration sessions:

• Ensuring that all employees are evaluated according to the same criteria, regardless of their role or job

nature.

• Strengthening transparency and consistency in the evaluation process across departments.

• Encouraging responsible and honest feedback to support employee development.

Based on the positive results of the first sessions and feedback from employees and managers, the

calibration process will be continued and improved in the coming year.

ADDITIONAL HEALTH INSURANCE

In 2024, the Company decided to increase funding for voluntary health insurance for employees. This

decision was made in response to rising healthcare costs, ensuring that employees continue to have

access to the same comprehensive package of services as in previous years.

Health insurance is not only an additional benefit but also a key motivator and a vital employee well-being

tool. The Company is committed to continuously monitoring market trends and, when necessary,

improving insurance terms and conditions to maintain the accessibility and quality of healthcare services

for all employees.

Moving forward, the Company will continue to prioritise employees' access to the best possible healthcare

options, supporting their long-term well-being and job satisfaction.

WORKERS' REPRESENTATIVES FOR HEALTH AND SAFETY

The Company has an active system of workers' representatives to ensure that every employee's interests

in occupational safety and health are represented. Currently, this role is fulfilled by 14 employee

representatives, who have a mandate to actively contribute to a safe and healthy working environment.

In addition, the Company has an Occupational Health and Safety Committee that collaborates closely

with employee representatives to continuously improve safety processes. All employees are encouraged

to share observations, suggestions, or concerns regarding workplace safety and health.

Workers' representatives play an active role in key health and safety decisions. They participate in

discussions and decision-making on matters such as occupational risk assessment, the selection of

personal protective equipment (PPE), and the implementation of drink-driving prevention measures. This

approach ensures that employees are not only heard but also actively contribute to their own well-being

and that of their colleagues. At the same time, the Company maintains a transparent, inclusive, and

effective safety management process

ASSESSMENT OF PSYCHOSOCIAL RISK FACTORS

In 2024, the Company conducted a psychosocial risk assessment to evaluate the emotional climate of

the workplace and identify potential risks to employee well-being. A total of 208 employees participated

in the assessment, representing 61.3% of the Company’s workforce.

124

Positive changes compared to 2022:

• Improved relationships with colleagues and managers.

• Increased job satisfaction.

• Greater work flexibility.

These assessments provide valuable insights into employees' needs, enable the timely identification and

mitigation of potential risks, and help maintain a positive emotional environment that enhances employee

productivity.

The Company remains committed to systematically monitoring employee well-being and implementing

measures to foster an even more supportive and motivating work environment.

TRAINING AND SKILLS DEVELOPMENT

Amber Grid actively invests in training and skills development in order to build a motivated, competent, and

continuously developing team.

The Company understands that strengthening the competences of its employees is key to the long-term

success of the organisation, and has therefore set ambitious targets in this area.

Progress and achievements in 2024:

• Strengthening engineering competences. The Level_UP programme to enhance the knowledge of

engineering staff in the areas of construction, technical standards, and other areas has been

implemented. In 2025, the programme is planned to be continued with a new phase - Level_UP II.

• Identifying future competences. In 2024, the Company, together with the Group, implemented a

process to identify future competences. In 2025 and beyond, actions are planned to be implemented

to develop the competences of employees necessary to achieve the Company's strategic objectives.

• Professional competences matrices: competences matrices have been developed for 2024 to help

identify existing gaps and development needs. It will set out a roadmap of actions to be implemented

from 2025 onwards.

• Management clubs and training. In 2024, the Company organised management clubs for managers

to strengthen their management competences and skills. In 2025, it is planned to continue the

management clubs and to provide additional training for managers.

• Organising global training. All employees received training on topics such as digitalisation,

innovation, legal awareness, and career issues. Training records were uploaded to an e-learning

system accessible to all staff.

• Targeted training programmes. Specialised training was organised for targeted groups of employees,

for example on the application of the EU General Data Protection Regulation (GDPR), contract

management, English language development and other relevant topics.

• Development of an e-learning system: Since 2024, an e-learning system has been developed to host

up-to-date training records. The system allows staff to study at their convenience and keep their

knowledge up to date.

• Good practice sharing initiatives. Initiatives to share good practices have been organised by targeted

groups of employees. These initiatives strengthen internal cooperation and promote continuous

learning.

125

In 2025, the Company plans to continue its initiatives and further invest in employee development.

Programmes will be implemented to strengthen general and leadership competences, launch a mentoring

programme, and continue existing development activities. These initiatives will provide employees with

opportunities to grow, share experiences, and enhance both their professional and personal skills,

contributing to the overall growth of the organisation.

MONITORING THE EFFECTIVENESS OF ACTIONS AND INITIATIVES

The Company consistently monitors and evaluates the effectiveness of its initiatives through various

indicators and employee feedback. The organisation uses the following methods to ensure a high quality

working environment and employee engagement:

• Employee engagement surveys. The annual surveys monitor changes in indicators and assess how

different measures contribute to employee satisfaction and engagement.

• Analysis of key performance indicators (KPIs). Monitoring changes in KPIs helps to assess the result

of the actions implemented.

• Evaluating the results of the training. Participant numbers and feedback on the usefulness and

applicability of the training to daily activities.

• Analysis of Reports on Potential Violations. The continuous registration of reports enables the

assessment of the effectiveness of preventive measures and, if necessary, the implementation of

additional actions to ensure a safe, transparent, and respectful working environment.

Trade unions play a vital role in ensuring workers' well-being. Regular meetings provide a platform to

discuss employees' needs, challenges, and expectations while reviewing information on planned and

implemented initiatives.

The Company regularly reviews and updates existing policies and strategies, such as the Equal

Opportunities Policy and the Diversity and Inclusion Strategy, taking into account employee feedback and

data collected. This ensures that the decisions taken are in line with real needs and contribute to a positive

working environment.

The results indicate that the existing measures and initiatives are effective, with employees appreciating

the opportunity to contribute to the decision-making process and share their insights.

PREVENTION OF NEGATIVE IMPACTS

The Company consistently strives to ensure that its activities do not negatively impact employees by

implementing actions based on legislation, internal policies, and international standards. All processes are

regularly reviewed, and risk management measures are in place to prevent potential breaches and uphold

a high level of employee well-being.

Dedicated teams continuously analyse information received through employee engagement channels in

accordance with the Equal Opportunities Policy and other relevant regulations. When potential violations

are identified, immediate interventions are taken, or long-term preventive measures are planned to

maintain a safe and respectful working environment.

To foster trust, the Company actively communicates decisions to employees, explaining the rationale

behind them. Employees are encouraged to provide feedback to further enhance organisational practices

and ensure the continuous improvement of employee well-being.

126

The Company remains committed to strengthening risk management mechanisms and preventive

measures to ensure a safe, transparent, and supportive working environment for all employees.

RESOURCES FOR IMPLEMENTING THE ACTION PLAN

The Company consistently invests in employee well-being, allocating both human and financial resources

to various initiatives each year. A dedicated budget is set aside for well-being programmes, training, and

workplace improvements, fostering employee motivation, engagement, and professional growth.

In addition, funds are allocated to the development of information systems, including enhancements to

messaging channels, document management, and other internal platforms. These investments ensure a

smooth flow of information, streamlined work processes, and improved communication—both among

employees and with external stakeholders.

The 2024 budget covered the following main areas:

• Education – EUR 222 thousand

• Health insurance – EUR 165 thousand

• Occupational Safety and Health (OSH) – EUR 133 thousand

The following financial resources are foreseen for 2025:

• Education – EUR 254 thousand

• Health insurance – Eur 208 thousand

• Occupational Safety and Health (OSH) – EUR 183 thousand

S1-5 – TARGETS RELATED TO MANAGING MATERIAL NEGATIVE IMPACTS, ADVANCING POSITIVE

IMPACTS, AND MANAGING MATERIAL RISKS AND OPPORTUNITIES

Amber Grid's sustainability objectives are closely linked to its strategic goals to promote diversity,

inclusion, and a strong organisational culture. These objectives focus on creating a unified, engaging work

environment, developing employee competencies and building long-term employee engagement .

The 2025-2027 objectives are aligned with the Company's sustainable development provisions, taking

into account the organisation's long-term aspirations.

1. ENSURING DIVERSITY AND INCLUSION

Strategic goal: Implement diversity and inclusion measures to ensure equal opportunities and an inclusive

work culture.

2025 targets:

• The proportion of female employees in the Company - 25% (2024: 25.85%).

• The proportion of employees with disabilities in the Company - 1% (2024: 0.57%).

• Implementation of Equal Opportunities Month initiatives in November.

• Implementation of the ‘Wings of Equality’ assessment plan in all Group companies.

• Diversity and inclusion measures are implemented according to the approved plan.

• Signing of the Diversity Charter.

127

2026 targets:

• The proportion of female employees in the Company - 28%.

• The share of women in top management positions is ≥ 19% (2024: 17%).

• Proportion of employees with disabilities in the Company - ≥ 2%.

2027 targets:

• The proportion of female employees in the Company is 30%.

• Proportion of employees with disabilities in the Company – ≥ 4%.

• Women in top management positions – ≥ 21%.

• Diversity of age groups: share of workers under 30 and over 60: 10% in each group by 2027 (2024: 7.39%

for workers under 30, 32.67% for over 60).

2. BUILDING A CAPABLE AND SUSTAINABLE ORGANISATION

Strategic Objective: to ensure that the Company has the necessary competencies, fosters internal talent

potential, and effectively plans workforce continuity and knowledge transfer.

2025 targets:

• Develop leadership and general competency training programmes.

• Ensure 100% success rate in recruiting to the required positions (2024: 100%, with the aim of

maintaining the same level and ensuring that the required positions are successfully filled).

• Implementation of the Leadership Programme: a programme is to be developed and implemented by

the last quarter of 2025.

• 70% of critical positions are filled by internal candidates (2024: 65%).

• A workforce continuity plan with a development calendar has been prepared.

2026 targets:

• All critical positions have at least one replacement candidate

• 70% of critical positions are filled by internal candidates.

2027 targets:

• Ensuring 100% success rate in recruiting for the right positions.

• All critical positions have at least one replacement candidate.

• 70% of critical positions are filled by internal candidates.

3. INCREASING EMPLOYEE ENGAGEMENT

Strategic objective: to ensure employee engagement of no less than 70% annually (2025–2027).

2025 targets:

• Conduct an annual employee engagement survey and implement an action plan based on its findings.

• Employee engagement rate – no less than 70% (2024: 72%)

• Develop and implement an Employee Value Proposition programme.

• Implement the Top Employer certification audit.

128

• Develop a Values-based Behaviour Programm.

Objectives for 2026-2027:

• Certification of at least one company within the group as a Top Employer.

SETTING TARGETS AND MEASURING PROGRESS

The Company consistently monitors and evaluates progress towards the targets through key

performance indicators (KPIs), which are presented in the Company's indicator monitoring system. This

system ensures that targets are achieved on time and within the set quality and quantity targets. The

indicator monitoring process is carried out on a regular basis and the results are recorded in quarterly and

annual reports.

The Company's objectives are developed in a targeted manner to align with the Company's strategic goals

of inclusion, equal opportunities and the development of organisational culture. These objectives are

pursued through a consistent monitoring process and the active involvement of employees to ensure

their engagement and contribution to the success of the organisation.

The company's objectives are designed to ensure effective impact management and the implementation

of opportunities across the Group's businesses. The objectives cover all locations in Lithuania and span

the value chain from the initial to the final stages.

The objectives are based on national and international policy guidelines, the principles of sustainable

development, and social responsibility. Each target has a clear methodological framework with action

plans, indicators, and targets.

The Company's objectives were set on the basis of a detailed analysis of internal and external data. The

results of the employee engagement surveys, the requirements of the Labour Code, and other relevant

legislation, as well as the organisation's internal documents were taken into account in assessing the

objectives.

The diversity and inclusion objectives are aligned with the provisions of the Labour Code of the Republic

of Lithuania, the recommendations of the Equal Opportunities Ombudsperson, and are also in line with the

UN's Sustainable Development Goals (SDGs). These objectives are also oriented towards compliance with

UN and OECD standards, ensuring the implementation of internationally recognised principles of human

rights, equal opportunities and social responsibility.

In setting the objectives, the Company modelled different scenarios to assess the long-term impact on

employee motivation, engagement and strengthening the culture of the organisation. This modelling

allowed for an early assessment of potential risks, anticipation of the impact on the working environment,

and informed decision-making.

Significant assumptions that have been taken into account:

• Promoting diversity, inclusion and women's leadership:

Diversity and inclusion within an organisation contribute to greater operational efficiency, improved

decision-making quality, and enhanced innovation potential. Research shows that diverse

experiences and perspectives foster more creative and innovative solutions. The Company is

committed to promoting women's leadership and ensuring equal opportunities for all employees.

• Sustainable development of the organisation:

For long-term success, we must consistently invest in developing employee competencies, training

129

managers, and creating internal career opportunities. The Company plans to continue this

investment, strengthening employee engagement and fostering professional growth.

• Consistency with EU and national objectives:

To support EU and national policy objectives, priorities such as increasing the representation of

women in management positions and adapting the working environment for people with disabilities

have been included in the Company's objectives. These initiatives will contribute to the Company's

corporate social responsibility goals and enhance its reputation as a socially responsible employer.

The Company actively learns from its performance and continuously improves processes to further

increase the positive impact on employees. The Company will continue to look after the well-being of its

employees by expanding additional programmes. Particular attention will be paid to health initiatives and

psychological support programmes to maintain the emotional and physical well-being of employees.

CHANGES TO THE METHODOLOGIES FOR TARGETS AND INDICATORS

In 2024 and the beginning of 2025, the Company has made changes to the methodologies for setting and

measuring targets and indicators to better reflect the context of the Sustainability Objectives and to

ensure their relevance and accuracy.

To align the indicators with the latest national and international sustainability requirements, the following

changes have been made:

• Updated gender diversity targets – for example, the target for women's leadership positions has been

increased to 17% in 2025 and 21% in 2027.

• Revised methodologies for employee engagement and diversity surveys – including more detailed

questionnaires and comprehensive reports on survey results.

Revisions to measurement methodologies:

• A centralised digital data management system has been put in place to collect, process, and analyse

employee-related data more efficiently. This system ensures the accuracy of monitoring indicators.

• Both quantitative and qualitative indicators have been launched to provide a more comprehensive

assessment of performance. Quantitative indicators: for example, the percentage increase in gender

representation to help monitor the increase in diversity. Qualitative indicators: for example, feedback

from employee engagement surveys to provide a deeper understanding of employee experiences and

expectations.

Changes to indicators and measurement methodologies are based on external audits and feedback from

employees and stakeholders. Changes are described in internal reports to ensure transparency and

comparability of indicators.

S1-6 – CHARACTERISTICS OF THE UNDERTAKING’S EMPLOYEES

Employee breakdown by gender

Gender

Number of employees (head count)*

2024

2023

2022

2021

Male

261

264

257

252

Female

130

Other**

Not applicable

Not reported

Total Employees

352

351

342

329

Notes: *The number of employees (headcount) is reported as of the end of the reporting period – December 31. The total number of employees includes

those on parental leave as well as interns with employment contracts.

** ‘Other’ does not apply as it is not legally possible to register as a third gender in Lithuania.

The number of employees disclosed in the Company’s financial statements:

• In the 2024 Annual Management Report – Financial Statements section, page

• In the 2023 Annual Report – Financial Statements section, page 153.

• In the 2022 Annual Report – Financial Statements section, page 150.

• In the 2021 Annual Report – Financial Statements section, page 83.

Employee breakdown by gender and by employment contract* (2024, 2023)

2024

2023

Number of employees

Female

Male

Other (*)

Not

disclosed

Total

Female

Male

Other (*)

Not

disclosed

Total

Number of employees

261

352

264

351

Number of permanent

employees

258

344

263

345

Number of temporary

employees

Number of non-guaranteed

hours employees

Not applicable

Notes: The number of employees (headcount) is reported as of the end of the reporting period – December 31. The total number of employees includes

those on parental leave as well as interns with employment contracts.

* ‘Other’ does not apply as it is not legally possible to register as a third gender in Lithuania.

Breakdown of the number of employees by gender and type of contract (2022, 2021)

2022

2021

Number of employees

Female

Male

Other (*)

Not

disclosed

Total

Female

Male

Other (*)

Not

disclosed

Total

Number of employees

257

342

252

329

Number of permanent

employees

254

330

249

320

Number of temporary

employees

131

Number of non-guaranteed

hours employees

Not applicable

Notes: The number of employees (headcount) is reported as of the end of the reporting period – December 31. The total number of employees includes

those on parental leave as well as interns with employment contracts.

* ‘Other’ does not apply as it is not legally possible to register as a third gender in Lithuania.

Employee turnover

Employees who left*

Rate of employee turnover**

2024

0.15

2023

0.1

2022

0.11

2021

0.11

Notes: *Employees who resigned voluntarily, were dismissed, retired, or passed away while in service. Calculation method: based on headcount.

**The number of employees who left or were dismissed is divided by the total number of employees.

S1-7 – CHARACTERISTICS OF NON-EMPLOYEES IN THE UNDERTAKING’S OWN WORKFORCE

Workers who are not employees

Number of non-employees* (headcount / FTE)

2024

2023

2022

2021

Notes: *Definition of non-employees used: people with contracts with the undertaking to supply labour (‘self-employed people’) or people provided by

undertakings primarily engaged in ‘employment activities’ (NACE Code N78). The Company does not have any such employees.

S1-8 – COLLECTIVE BARGAINING COVERAGE AND SOCIAL DIALOGUE

In 2023, a collective agreement was approved, applicable to all Company employees who are members of

the trade union. There are no agreements with employees regarding their representation in the European

Works Council, the European Company (SE) Works Council, or the European Cooperative Society (SCE)

Works Council.

Collective bargaining coverage and social dialogue*

Collective Bargaining Coverage

Social dialogue

Coverage

Rate

Employees - EEA

Employees - Non-EEA

Workplace representation

(EEA only)

0-19%

Not applicable

20-39%

40-59%

60-79%

80-100%

80-100 %

Lithuania (100%)

Note: The Company does not have any employees outside the EEA.

132

S1-9 – DIVERSITY METRICS

Gender Distribution at Top Management Level

Gender distribution at top management level

2024

2023

2022

2021

Number

Percentage

Number

Percentage

Number

Percentage

Number

Percentage

Male

83 %

Female

17 %

Total

100 %

Note: The definition of top management used: all top-level managers and the CEO of the Company.

Distribution of Employees by Age Group

2024

2023

2022

2021

Number

Percentage

Number

Percentage

Number

Percentage

Number

Percentage

Under 30

Years Old

7.39 %

7.98 %

7.6 %

6.08 %

30-50 Years

Old

211

59.94 %

205

58.4 %

200

58.48 %

197

59.88 %

Over 50

Years Old

115

32.67

118

33.62

116

33.92

112

34.04

Total

352

100

351

100

342

100

329

100

S1-10 – ADEQUATE WAGES

All salaried employees of the Company receive a fair wage that aligns with applicable benchmark indices.

In accordance with legal regulations and market indicators, the adequate wage in Lithuania for 2024 was

€924 per month gross (minimum monthly wage, MMA).

S1-11 – SOCIAL PROTECTION

All employees of the Company are covered by social security, which helps to ensure financial stability in

the event of major life events such as illness, loss of employment with the Company, work-related

accident or disability, parental leave or retirement. Social security is provided in accordance with the

applicable legislation of the Republic of Lithuania and additional benefits offered by the Company.

In accordance with the collective agreement, the Company provides additional support to employees in

the event of retirement by paying additional benefits based on length of service, even if this is not required

by the Labour Code.

If the employment of an employee is terminated by mutual agreement of the parties when he/she

becomes entitled to a full retirement pension, the employee shall be paid a severance payment, the

amount of which shall depend on his/her continuous service with the Company:

133

• 10-19 years – at least 3 average salaries.

• Aged 20-29 – at least 4 average salaries.

• 30 years or more – at least 5 average salaries.

The Company provides additional financial benefits:

• On the birth of a child.

• In the event of an employee's death (support is provided to a family member).

• In the event of the death of an employee's close relative.

• For employees raising three or more children or supporting a child with a disability.

All employees are covered by additional health insurance.

These measures help to ensure the financial security and well-being of employees, strengthening their

trust in the Company and promoting their long-term commitment to the organisation.

S1-12 – PERSONS WITH DISABILITIES

Proportion of workers with disabilities

Percentage of Employees with Disabilities

2024

2023

2022

2021

Total amongst all employees

0.57

0.3

Notes: Data is based on information provided by employees, subject to restrictions on the collection of such information.

S1-13 – TRAINING AND SKILLS DEVELOPMENT METRICS

Percentage of employees that participated in regular performance and career development reviews

Percentage of employees that participated in regular performance and career

development reviews

2024

2023

2022

2021

Total, out of which:

100 %

Male

100 %

Female

100 %

Average number of training hours per employee and by gender

Average number of training hours per employee

2024

2023

2022

2021

Total, out of which:

44.84

77.76

61.5

31.25

Male

51.97

78.29

61.54

43.9

Female

43.62

66.6

59.5

34.83

Note: Calculations are based on the number of employees who have actually received training.

134

S1-14 – HEALTH AND SAFETY METRICS

Health and safety indicators

2024

2023

2022

2021

Company employees:

Number of deaths due to work-related injuries and work-

related ill health

Number of work-related accidents to be recorded

Total annual hours worked by all staff

587 068

590 247

664 747

650 673

Recordable work-related accident rate

1.70

1.69

3.01

0.00

Number of recordable work-related health problems

Number of working days lost due to work-related injuries and

deaths due to accidents at work, work-related health disorders

and deaths due to health disorders

Non-employees classified as own labour:

Number of deaths due to work-related injuries and work-

related health problems among non-employees working at the

company's sites

Note: The company has a health and safety management system in place for all employees.

S1-15 – WORK-LIFE BALANCE METRICS

Percentage of employees that took family-related leave broken down by gender

Percentage of entitled employees that took family-related leave

2024

2023

2022

2021

Total, out of which

0.02

0.022

0.0175

0.033

Male

0.01

0.019

0.0058

0.021

Female

0.01

0.002

0.0116

0.012

Note: In accordance with social policy, all employees of the Company are entitled to family leave

S1-16 – REMUNERATION METRICS (PAY GAP AND TOTAL REMUNERATION)

Gender pay gap

Gender Pay Gap (%)

2024

2023

2022

2021

Total

-4.27

-4.76

-2.30

-4.47

Notes: *Formula used to calculate the gender pay gap: (Average hourly earnings before tax of male employees - Average hourly earnings before tax of

female employees) / Average hourly earnings before tax of male employees 𝑥 100

135

In the Company, the average hourly wage for men is lower than for women, as 26% of all employees hold

lower-paid worker-category positions. From 2021 to 2024, these positions were predominantly occupied

by men, with only one female employee in this category.

Total remuneration ratio

Ratio of the total annual remuneration of the highest paid person to the average total annual

remuneration of all employees (excluding the highest paid person)*

2024

4.24

2023

4.28

2022

4.83

2021

5.15

Notes: * Formula used to calculate the total remuneration ratio: Annual total remuneration of the Company's highest paid person / Average annual total

remuneration of all employees (excluding the highest paid person).

S1-17 – INCIDENTS, COMPLAINTS, AND SEVERE HUMAN RIGHTS IMPACTS

No complaints of discrimination were reported in the Company during the period 2021–2024, and no such

cases were identified. Additionally, no major human rights incidents involving the workforce occurred

during the reporting period.

S3 AFFECTED COMMUNITIES

SBM-3, S3 SBM-3 – Material impacts, risks, opportunities, and their interaction with strategy and

business model

The nature of the Amber Grid’s activities and the sector it represents naturally impact local communities.

As the Company's business processes often involve the development of physical infrastructure, they may

cause temporary but significant disruptions to surrounding areas. These impacts can include noise, dust

generation, traffic restrictions, or temporary interruptions to transport links.

The Company recognises the importance of these impacts on communities and takes proactive steps to

minimise them. This includes responsible project planning, the application of environmental mitigation

measures, and clear communication with communities regarding potential changes and planned works.

Table 48. Significant impacts related to communities

Sustainability topic

Impacts

Risks and

opportunities

Location in

the value

chain

Communities’

economic, social

and cultural rights.

Actual negative impacts arise from the industry

represented by the Company and from direct activities

that inherently involve certain impacts on communities

(e.g. noise, dust or traffic restrictions).

-**

*No material risks/opportunities identified.

**The impact arises from the direct activity and therefore the location in the value chain is not specified.

S3-1 – POLICIES RELATED TO AFFECTED COMMUNITIES

136

Amber Grid recognises that its operations can have a direct impact on local communities and continuously

strives to ensure that its processes are carried out responsibly, taking into account the interests of both

communities and the environment. Commitments in this area are embedded in various policies that define

the principles of responsible operations and aim to create a lasting, positive impact:

The Sustainability Policy emphasises full stakeholder involvement and transparent engagement with

consumers, suppliers, the public, communities, employees and other stakeholder groups. The main

objective of this policy is to ensure that sustainable development processes are focused on long-term

benefits and transparency.

The Environmental Policy establishes a zero-tolerance principle and culture to prevent any

environmental incidents. Contractors and partners are obliged to comply with these principles, in order to

conform with applicable legislation and to take responsibility for their environmental impact. Involvement

of local communities in environmental impact assessment processes and full cooperation with

stakeholders towards a climate-neutral economy shall be encouraged.

The Sponsorship Policy defines the Company's commitment to working with the communities in which

activities or projects are carried out. Support is given to welfare initiatives, educational activities, and

other targeted beneficiary groups. Voluntary involvement of employees in activities that benefit society

is encouraged.

These policies help to ensure a responsible approach to community needs, environmental protection, and

social responsibility, with a view to achieving sustainable, long-term results.

Amber Grid is also working to ensure the sustainable implementation of its projects, in line with the

principles of environmental impact mitigation.

Key areas include:

• Waste management. Contractors working on construction projects are obliged to manage waste

properly by collecting, sorting, and transferring it to licensed waste recyclers. Waste movements are

carefully recorded and monitored. The use of chemicals is also controlled to prevent their release into

the soil and groundwater.

• Noise management. The Company takes into account the impact of noise on local communities,

ensuring that noisy operations are only conducted during pre-arranged periods. Communities are

informed in advance to minimise disruption.

• Environmental impact assessment. Before commencing projects, the Company conducts a

comprehensive environmental impact assessment to identify potential negative effects and develop

mitigation plans. This includes controlling noise, working hours, traffic movements, and ensuring the

proper use of equipment.

Environmental action planning is carried out in advance to protect the natural environment and ensure the

quality of life in surrounding communities.

The Company continuously monitors the impact of its activities on local communities and takes proactive

steps to mitigate any negative effects. During the period 2021-2024, the Company has not received any

reports of human rights abuses in the communities where it operates. This reflects the effective and

responsible implementation of the Company’s commitment to social responsibility and environmental

protection.

137

S3-2 – PROCESSES FOR ENGAGING WITH AFFECTED COMMUNITIES ABOUT IMPACTS

Amber Grid strives to work closely and responsibly with local communities to ensure a positive impact and

minimise potential negative effects on their lives and the environment. By involving communities in

decision-making processes, the Company aims to build mutual trust by ensuring their interests and views

are considered in projects and developments.

Before work begins, projects are presented to local communities at meetings where members can learn

about the planned work, discuss potential risks, and provide suggestions or comments.

Furthermore, to ensure awareness and transparency, all relevant information regarding ongoing and

upcoming projects is published in local newspapers, and community leaders such as presidents and elders

are directly informed. The Company also adjusts the timing and deadlines of works to avoid conflict with

events or periods important to the communities, aiming to minimise disruptions to local life and daily

routines.

These practices ensure that local communities are not only informed but also actively involved in

processes that directly impact their environment. The Company seeks to ensure that every community

member has a voice and feels their interests and opinions are respected and considered in project and

development decisions

S3-3 – PROCESSES TO REMEDIATE NEGATIVE IMPACTS AND CHANNELS FOR AFFECTED COMMUNITIES

TO RAISE CONCERNS

The Company and the Group as a whole provide communities with the opportunity to anonymously and

safely raise concerns about important issues through Trust Lines. These lines offer a direct and

confidential way to report potential corruption, environmental violations, operational non-compliance, or

any other issues that may negatively impact communities or the environment.

The Trust Lines operate to the highest standards of confidentiality and security, ensuring that all reports

are properly addressed and that whistleblowers are protected from any potential negative consequences.

The Company encourages communities to actively use this tool to promote transparency, accountability,

and lasting trust in the Company's operations and its stakeholders.

Reports to the Company can be made by:

E-mail: pranesk@epsog.lt.

E-notification form: available at https://pranesk.epsog.lt

By post: sending information to the address of the Company's registered office.

Other methods: additional methods of reporting are set out in disclosure G1-1 of this report.

All reports submitted will be treated in accordance with the highest standards of confidentiality and

responsible behaviour.

S3-4 – TAKING ACTION ON MATERIAL IMPACTS ON AFFECTED COMMUNITIES, APPROACHES TO

MANAGING MATERIAL RISKS, AND PURSUING MATERIAL OPPORTUNITIES RELATED TO AFFECTED

COMMUNITIES, AND EFFECTIVENESS OF THOSE ACTIONS

The ongoing steps taken by the Company to identify and respond to significant impacts on affected

communities are described in disclosure S3-1.

138

S3-5 – TARGETS RELATED TO MANAGING MATERIAL NEGATIVE IMPACTS, ADVANCING POSITIVE

IMPACTS, AND MANAGING MATERIAL RISKS AND OPPORTUNITIES

Within the Company, impacts on local communities are managed on a project-by-project basis,

considering the specific circumstances and in line with the Group's policy principles (see S3-1). While

there are no overarching measurable targets in this area, the Company consistently evaluates the impact

of its activities on communities. When significant changes are anticipated, the Company takes

appropriate measures to ensure that the interests of communities are protected and that its operations

are developed sustainably.

139

S4 CONSUMERS AND END-USERS

SBM-3, S4 SBM-3 - Significant impacts, risks, opportunities, and their interaction with strategy and

business model

In order to adequately meet the expectations of its shareholders and address the needs of its

stakeholders, Amber Grid is committed to organising its operations in such a way that service delivery to

customers and end-users is uninterrupted and stable. The company operates on a business-to-business

(B2B) model, meaning its services reach end-users indirectly through energy transmission and exchange

operators. It should be noted that the Company does not directly supply products to the market.

Detailed information about the strategic objectives, performance indicators, and management principles

related to service accessibility across the entire EPSO-G Group can be found in the 'Operational Strategy

and Implementation Progress' section of the EPSO-G’s Consolidated Management Report 2024.

The Company's business model also includes responsibility for the accessibility of information and its

impact on direct users and end-users. To ensure transparency and sustainability, the Company

consistently manages this aspect through its long-term strategy and the implementation of legislation.

By maintaining high standards of information disclosure, the Company ensures that the public and

stakeholders receive clear, timely, and reliable information.

All stakeholders, including service users and end-users, can contact the Company through both

anonymous and non-anonymous channels. Detailed information regarding the reporting procedures is

provided under Disclosure Requirement G1-1. Communication and dissemination of information is carried

out in accordance with the laws of the Republic of Lithuania and the Company’s internal procedures to

ensure transparency and responsible dialogue with the public.

Material impacts related to consumers and end-users

Sustainability

topic

Impacts

Risks and

opportunities

Location in

the value

chain

Access to

(quality)

information

Potential negative impacts on consumers and end-users arise

from late or overly bureaucratic provision of information.

Mismanagement in this area can have a negative impact on

stakeholders.

-**

Access to

products and

services

Potential negative impacts could arise through the value

chain due to inadequate infrastructure in peripheral areas,

disruptions to the transmission system, fluctuations in energy

prices due to the impact of the excessive costs of

infrastructure upgrades on transmission tariffs, etc.

Downstream

*No material risks/opportunities identified.

**The impact arises from the direct activity and therefore the location in the value chain is not specified.

S4-3 - PROCESSES TO REMEDIATE NEGATIVE IMPACTS AND CHANNELS FOR CONSUMERS AND END-

USERS TO RAISE CONCERNS

The Company and the Group operate Trust Lines, providing users and end-users with the opportunity to

anonymously and safely raise concerns about various important issues, such as potential cases of

corruption, environmental violations, or operational non-compliance.

Reports to the Company can be made by:

140

Amber Grid Trust Line: sauga@ambergrid.lt

EPSO-G Group Trust Line: pranesk@epsog.lt

Online: Trust Line

Telephone: +37061270606

By post: Amber Grid's registered office at Laisvės pr. 10, Vilnius.

Other ways that are listed in accordance with disclosure requirement G1-1 in this report.

All reports submitted will be treated in accordance with the highest standards of confidentiality and

responsible behaviour.

8.7. GOVERNANCE OBJECTIVE

G1 BUSINESS CONDUCT

SBM-3 - Material impacts, risks and opportunities, and their interaction with the strategy and

business model

Adherence to business ethics principles is one of the key components of the Company’s sustainability.

Ethical conduct, transparency, responsibility, and respect for various stakeholders are essential to

ensuring trust in the organisation and the long-term sustainability of its operations. Business ethics

practices encompass both internal processes and external relationships with partners, suppliers, and the

community, making continuous impact assessment and management in this area particularly important.

To effectively manage potential impacts, risk factors and opportunities related to business ethics are

continuously analysed. Both internal measures for strengthening the organisational culture and external

influences that may significantly affect the Company's operations or reputation are assessed. The table

below provides an overview of the significant impacts, risks, and opportunities related to business ethics.

Table 50. Material impacts related to business conduct

Sustainability topic

Impacts

Risks and

opportunities

Location in the

value chain

Corporate culture

Potential negative impacts may arise

from possible non-compliance with

the Company's culture, policies and

principles, including transparency,

accountability, diversity,

inclusiveness, and ethical behaviour.

-**

Protection of whistle-

blowers

Potential negative impact on the

rights of stakeholders may arise if the

whistle-blowers’ protection system

does not function effectively. This

includes breaches of whistle-blowers’

confidentiality, possible direct or

indirect discrimination, retaliatory

actions, or other negative treatment

against them.

Providing stakeholders

(from workers to other

stakeholders) with the

opportunity to voice

their concerns and

address them creates

the conditions for

financial opportunity.

Upstream and

downstream value

chain

Management of

relationships with

suppliers, including

payment practices

Potential negative impact on

stakeholders' rights in public

procurement.

-**

141

Corruption and bribery

Potential negative impacts on

stakeholders' rights may arise from

corrupt or unethical practices along

the value chain.

Upstream and

downstream value

chain

*No material risks/opportunities identified.

**The impact arises from the direct activity and therefore the location in the value chain is not specified.

G1-1 - BUSINESS CONDUCT POLICIES AND CORPORATE CULTURE

The Company actively promotes business conduct and fosters a responsible corporate culture based on

group-wide policy documents:

• Group Code of Conduct - defines the standards of fair, transparent, and respectful conduct that are

an integral part of the Company’s culture.

• Group Supplier Code of Conduct - sets out the requirements for the Company’s business partners to

ensure fair cooperation, respect for human rights, and responsibility for environmental impacts.

• Employees Anti-Corruption Code of Conduct - sets out the principles that help ensure that all

employes adhere to the highest standards of anti-corruption conduct, regardless of their position.

Compliance with these documents helps build trust in the Company, both internally and with external

stakeholders.

In 2024, Amber Grid was awarded the ISO 37001:2016 International Standard 'Anti-bribery Management

Systems: Requirements with Guidelines for Use,' confirming that Amber Grid actively promotes ethical

business conduct and fosters a responsible corporate culture.

SHAPING CORPORATE CULTURE

The Company actively fosters its corporate culture to create an inclusive, respectful, and trusting working

environment. This culture is intentionally developed through various initiatives and measures that

enhance employee engagement, a sense of community, and responsibility for shared goals.

"The following ways are used to promote corporate culture:

• Targeted actions to promote culture: Thematic initiatives, such as Equal Opportunities Month,

focusing on respect for diversity, inclusion, and equality. These initiatives raise awareness among

employees and help create a harmonious and inclusive working environment.

• Training and education: Training and communication campaigns on anti-corruption, ethics, and

compliance. Employees are made aware of the Group's Code of Conduct and participate in workshops

to better understand the importance of responsible and honest behaviour.

• Working together in the public interest: Organising events to promote community and social

responsibility, such as volunteering campaigns or replanting forests. These activities not only build

team spirit but also contribute to positive change in communities.

Fostering a corporate culture begins with senior management. Managers, in line with the Group's Code of

Conduct, must set a personal example, adhere to ethical behaviour standards, and promote these within

their teams. Leadership by managers in this area is essential to creating a transparent, fair, and respectful

working environment.

Internal documents are in place to support and reinforce the company culture:

MDR-P

142

• Work Regulations - defines the rights, duties, and general standards of behaviour of workers.

• Equal Opportunities Policy and Procedures - ensures that all employees are given equal

opportunities.

• The Discrimination, Harassment, and Violence Prevention Procedures - establishes a clear

framework for preventing inappropriate behaviour and ensuring a safe and respectful environment for

all workers.

Amber Grid has established and defined values that form the common basis for all the Company‘s

activities.

WHISTLEBLOWING CHANNEL

Amber Grid and the Group operate a Trust Line, which allows employees and other stakeholders to report

potential violations anonymously and securely. Reports can cover a wide range of areas, including corrupt

practices, compliance violations, environmental non-compliance, or other forms of non-compliance.

Employees and other stakeholders of the Company may report suspected irregularities, unethical, or

dishonest behaviour directly or anonymously to the Designated Person in Charge or to other employees

of the Prevention Unit, without fear of adverse consequences. Reports can be made through the following

channels:

Amber Grid Trust Line: sauga@ambergrid.lt

EPSO-G Group Trust Line: pranesk@epsog.lt

E-notification form: available on the EPSO-G's website https://pranesk.epsog.lt.

By telephone: +37061270606

By post: to the Amber Grid's registered office at Laisvės pr. 10, Vilnius.

There were no reports of corruption in 2024.

The principles of the Trust Line and information regarding whistle-blower protection are detailed in the

EPSO-G's Anti-Corruption Policy.

These channels allow employees and other stakeholders to report potential irregularities, unethical, or

dishonest behaviour in a safe and confidential manner. The Company ensures that each report is properly

investigated in accordance with the highest standards of transparency and confidentiality.

Information on reporting channels and options is published on the Group's websites and on the internal

intranet, accessible to all employees. The Company's whistle-blowing procedures are governed by clearly

defined internal regulations, ensuring that whistle-blowers are treated objectively, professionally, and

confidentially, prior to the appropriate actions being taken."

PROTECTION OF WHISTLE-BLOWERS

In accordance with the provisions of national and internal legislation, the Company ensures that

individuals providing information through the Trust Line are protected from any potential negative

consequences. The confidentiality of whistle-blowers is maintained at all stages, and full anonymity is

granted upon request. These safeguards apply in all cases, regardless of whether the information

provided in the report is substantiated.

Whistle-blowers are afforded a wide range of protections in line with national law and the application of

the Company’s internal procedures. These protections extend not only to the whistle-blower but also to

their family members, to protect them from any adverse effects resulting from the information provided.

143

Adverse effects are prohibited in all forms, including but not limited to the following actions:

• Suspension or unfair dismissal.

• Career restrictions, such as denial of promotion or halting a planned promotion.

• Reassignment, where the whistle-blower is transferred to a lower position or a different work location

without objective reasons.

• Unreasonable changes to the terms of a contract, such as failing to offer a permanent contract to a

worker who has a reasonable expectation of it.

BUSINESS CONDUCT AND ANTI-CORRUPTION TRAINING

All employees are made aware of the Group's primary internal legal instrument governing business ethics,

the Group Code of Conduct, which outlines the standards for fair, transparent, and responsible business

practices.

To ensure compliance with these principles, training is provided on business conduct and anti-corruption.

Additionally, various events are organised to present the Company's values, behavioural principles, and

other relevant cultural aspects.

CORRUPTION TOLERANCE SURVEY

Amber Grid consistently monitors employees' attitudes towards ethics and anti-corruption culture. An

anonymous Employee Corruption Tolerance Survey is organised annually. The results of this survey

allow the Company to assess the current situation, identify areas for improvement, and ensure that

ethical standards remain an important part of the Company’s operations.

POSITIONS AT RISK OF CORRUPTION

In accordance with national legislation and the Company's internal rules, job positions identified as having

the highest risk of corruption are included in a specific list to be monitored. To ensure public awareness

and transparency, this list of high-risk positions is made publicly available on the Company's website. This

allows both employees and stakeholders to understand the areas of activity where special attention is

given to the prevention of corruption.

G1-2 – MANAGEMENT OF RELATIONSHIPS WITH SUPPLIERS

The Procurement function is considered one of the strategic enablers contributing to sustainable growth

and effective risk management across the Company and Group. Procurement's activities focus on the

following key areas: long-term planning, digitisation, resilience, and sustainability.

The objectives of the procurement function reflect the Company's commitment to social responsibility

and environmental goals. One of the key objectives is to ensure that 100% of purchases are made

according to green criteria, with at least 7% of purchases meeting social criteria.

To ensure transparency and responsible supply chain management, suppliers are required to review the

Supplier Code of Conduct before contracts are awarded and confirm their commitment to the principles

outlined in the Code. A specific questionnaire is also completed to help identify suppliers' behavioural

patterns and potential risks. All suppliers must comply with the requirements set out, with no grounds for

exclusion, including environmental and social irregularities.

MDR-A, MDR-T

144

Focusing on procurement quality and process compliance, the most significant purchases are carried out

by employees holding official Procurement Officer certificates. This practice helps manage risks inherent

in the procurement process and ensures a high level of competence.

The Group organises regular in-house training sessions to improve employees' understanding of social

and environmental performance principles. This raises awareness and fosters a responsible purchasing

culture.

It is worth noting that the majority of the Group's suppliers are local businesses, accounting for more than

80% of the contracts awarded. This supports the growth of the local economy and promotes cooperation

with reliable, socially responsible partners.

The procurement process also includes a contract monitoring mechanism to assess supplier

performance, evaluate their ability to meet commitments, and identify potential issues in advance. Special

attention is given to working with more vulnerable groups of suppliers to ensure fair competition and long-

term cooperation."

G1-3 - PREVENTING AND DETECTING CORRUPTION AND BRIBERY

In order to identify, assess, and manage potential corruption risks, the Company implements the

measures set out in the Anti-Corruption Policy. These measures ensure transparent, responsible, and

ethical operations while strengthening the corporate culture:

• Restrictions on accepting and giving gifts: Rules governing the acceptance, provision, and granting

of gifts have been established to prevent potential conflicts of interest.

• Measures to manage interests: Measures are in place to ensure that the Group's interests prevail and

that the personal interests of employees and members of collegial bodies are managed to ensure

transparency and objectivity in decision-making.

• Verification of operating partners: The credibility of partners is assessed to avoid working with

unscrupulous or unreliable entities.

• Ensuring workers' reliability: Procedures are in place to assess the integrity and trustworthiness of

employees, particularly in positions with a higher risk of corruption.

• Line of trust: A channel is available for employees and other stakeholders to anonymously report

possible irregularities or signs of corruption.

• Internal research: In accordance with established internal investigation procedures, all potential

irregularities, including those that may have the appearance of corruption, are investigated.

• Transparency of transactions: Transactions are subject to transparency measures to avoid potential

manipulation or opaque arrangements.

• Anti-corruption awareness: Through training, communication, and targeted actions, employees

develop anti-corruption awareness and responsible behaviour skills.

• Transparent procurement: Procurement within the Group is carried out according to the principles of

transparency, competitiveness, and fairness.

In 2024, Amber Grid was awarded the ISO 37001:2016 International Standard "Anti-corruption

Management Systems. Requirements and Guidelines for Use".

MDR-A

145

The Company continuously identifies and assesses corruption risk factors, implements measures to

manage them, and analyses their effectiveness. Corruption risk management is carried out in accordance

with the Group's risk management policy and methodology, ensuring systematic and effective corruption

prevention.

To ensure objectivity and impartiality, the Company’s managers are not involved in handling incidents that

may involve corruption. This responsibility is carried out by a dedicated corporate unit with the necessary

competencies and authority to conduct investigations in accordance with established procedures and

confidentiality principles.

The report of the internal investigation, prepared in accordance with the Internal Investigations

Procedures, is submitted to the Chief Executive Officer of the Company. The report may also be shared

with the heads of relevant departments, where appropriate, but only to the extent necessary for the

performance of their functions and for decisions related to the findings of the investigation.

The Company’s website has a dedicated Anti-Corruption section where stakeholders can find key

information on the Company’s anti-corruption activities. This section includes:

• Legislation on anti-corruption.

• Measures to prevent and control corruption.

• Links to relevant documents providing detailed information on applicable ethical and transparency

standards.

• Contact information for individuals who wish to ask questions or make reports.

All of this information is available in both Lithuanian and English languages, ensuring wider accessibility for

both local and international stakeholders.

To ensure that suppliers adhere to the highest ethical standards, Amber Grid familiarises them with the

Group's Supplier Code of Conduct during the procurement process. This Code sets out the basic

principles of ethical behaviour, including anti-corruption provisions, which the Company expects all of its

partners and suppliers to comply with.

Employees are provided with information related to anti-corruption activities through an internal

communication channel, the intranet, within a dedicated section. Depending on the need, relevant anti-

corruption issues are regularly communicated to employees. In addition, all employees are made aware of

anti-corruption legislation through the document management system.

These measures ensure that both the Company’s employees and external partners have a clear

understanding of anti-corruption principles, their importance, and their responsibility for compliance.

CORRUPTION PREVENTION TRAINING

Amber Grid consistently organises targeted anti-corruption training to strengthen the Company's culture

of transparency and responsibility. Employee development includes a variety of activities aimed at all

employees and targeted groups:

• Training for all new recruits: Each new employee is familiarised with anti-corruption principles, the

Code of Conduct, and the Company’s anti-corruption standards.

• Events and seminars with invited guests: Periodic seminars and events with experts and invited

guests to present practical aspects of anti-corruption prevention and share best practices.

• Training on demand: Targeted training for all employees or specific groups based on their roles and

responsibilities. These training sessions help enhance knowledge and skills related to corruption

prevention.

146

• Communication in newsletters and meetings: Regular communication on anti-corruption topics is

carried out through newsletters, emails, and working meetings, serving as a constant reminder to

employees of their responsibility to uphold ethical standards and transparency.

• Anonymous Corruption Tolerance Survey: An anonymous survey is conducted annually to assess

the level of anti-corruption culture within the Company and identify areas for improvement. The results

help further refine training programmes and tools.

Amber Grid provides training for all employees, regardless of whether their job is classified as high-risk.

Specialised training is also available on demand for specific employee groups, addressing issues relevant

to them and enhancing their practical knowledge of corruption prevention.

These measures ensure that employees fully understand the importance of anti-corruption and adhere to

the principles set out, contributing to a fair and responsible corporate culture.

G1-4 - CORRUPTION OR BRIBERY INCIDENTS

No cases of anti-corruption have been identified or confirmed by Amber Grid in the reporting periods of

2021-2024. Furthermore, there were no convictions for breaches of corruption and bribery laws during this

period. The Company has also not been subject to any fines or other sanctions related to these types of

violations.

These results confirm Amber Grid's ongoing commitment to implementing the principles of transparency

and accountability, ensuring that all processes adhere to the highest ethical standards.

Anti-corruption indicators

2021

2022

2023

2024

Cases of corruption identified

Employees sanctioned and dismissed for corruption

Company/employees facing corruption-related lawsuits

Corruption cases identified resulting in contracts not being

concluded/renewed with operational partners

G1-6 - PAYMENT PRACTICES

Amber Grid aims to ensure clear and transparent payment terms that facilitate smooth cooperation with

suppliers. In 2024, the Company’s average payment period for all invoices was 27.4 days.

Key contractual payment terms:

• calendar days from the date of invoicing – 1.29% of all invoices.

• 14 calendar days from the date of invoicing – 1.39% of all invoices.

• 17 calendar days from the date of invoicing – 13.45% of all invoices.

• 30 calendar days from the date of invoicing – 83.87% of all invoices.

The payment analysis includes all payments made in 2024, including invoices issued in previous periods.

Advances and advances to accountable persons are not included in the calculations.

147

The Company follows a responsible payment policy to ensure financial stability within the supply chain.

Clearly defined payment terms allow suppliers to plan their financial flows, and timely payments contribute

to a trusting business relationship.

8.8. EU TAXONOMY REGULATION INDICATORS

The European Union (EU) Taxonomy Regulation (EU) 2020/852 and its associated delegated acts

(hereinafter referred to as the Taxonomy) establish a classification system for environmentally

sustainable economic activities. This system aims to promote private investment in activities that

contribute to achieving the goals of the European Green Deal. The Taxonomy sets out science-based

criteria for assessing the sustainability of economic activities and establishes corporate accountability

and reporting obligations.

Amber Grid's identification of taxonomy-aligned economic activities, assessment of compliance with

technical screening criteria, evaluation of climate-related risks and vulnerabilities, assessment of

compliance with minimum safeguards, and calculation of taxonomy-non-eligible activity indicators are

presented in the EPSO-G’s Consolidated Management Report 2024, in the section ‘Disclosure of

Information under the EU Taxonomy Regulation’.

Below are the tables of Amber Grid's Taxonomy indicators (revenue, capital expenditure, and operating

expenditure), prepared in accordance with the requirements and templates of the European

Commission’s Delegated Regulation (EU) 2021/2178.

TURNOVER ACCORDING TO EU TAXONOMY REGULATION

Substantial contribution criteria

DNSH criteria

('Does Not Significantly Harm')

Minimum safeguards

Absolute

turnover

Proportion of Taxonomy

-aligned

(A.1.) or -eligible (A.2.) turnover

year 2023

Proportion of turnover year 2024

Category (enabling activity)

Climate change mitigation

Category (transitional activity)

Climate change adaptation

Economic activities

Code(s)

Absolute turnover

Proportion of

turnover year 2024

Climate change

mitigation

Climate change

adaptation

Water and marine

resources

Pollution

Circular economy

Biodiversity and

ecosystems

Climate change

mitigation

Climate change

adaptation

Water and marine

resources

Pollution

Circular economy

Biodiversity and

ecosystems

A. TAXONOMY ELIGIBLE ACTIVITIES

EUR

Y; N;

N/EL

Y; N;

N/E

Y; N;

N/E

Y; N;

N/E

Y; N;

N/E

Y; N;

N/E

Y / N

Y /

EL;

N/E

EL;

N/E

EL;

N/E

EL;

N/E

EL;

N/E

A.1 Environmental sustainable activities (Taxonomy-aligned)

Electricity generation

using solar photovoltaic

technology

CCM 4.1./CCA

4.1.

N/E

Transmission and

distribution networks

for renewable and low-

carbon gases

CCM 4.14. / CCA

4.14.

0.1

N/E

148

Installation,

maintenance and repair

of charging stations for

electric vehicles in

buildings (and parking

spaces attached to

buildings)

CCM 7.4. / CCA

7.4.

N/E

Turnover of

environmentally

sustainable activities

(Taxonomy-aligned)

(A.1)

0.1

0.2

N/E

Of which enabling

N/E

Of which

transitional

A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

Transport by

motorbikes,

passenger cars and

light commercial

vehicles

CCM 6.5. /

CCA 6.5.

N/E

Renovation of

existing buildings

CCM 7.2. /

CCA 7.2.

N/E

Turnover of

Taxonomy-eligible

but not

environmentally

sustainable

activities (not

Taxonomy-aligned

activities) (A.2)

Turnover of

Taxonomy-eligible

activities (A.1+A.2)

0.1

0.2

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Turnover of

Taxonomy-non-

eligible activities

74.

99.

TOTAL (A+B)

74.6

100

EL – Taxonomy-eligible activity for the relevant objective;

N/EL – Not eligible, Taxonomy-non-eligible activity for the relevant environmental objective;

Y – Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective;

N – No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective.

CAPEX ACCORDING TO EU TAXONOMY REGULATION

Substantial contribution criteria

DNSH criteria

('Does Not Significantly Harm')

Minimum safeguards

Absolute turnover

Proportion of Taxonomy

-aligned

(A.1.) or -eligible (A.2.) turnover

year 2023

Proportion of turnover year 2024

Category (enabling activity)

Climate change mitigation

Category (transitional activity)

Climate change adaptation

Economic activities

Code(s)

Absolute turnover

Proportion of

turnover year 2024

Climate change

mitigation

Climate change

adaptation

Water and marine

resources

Pollution

Circular economy

Biodiversity and

ecosystems

Climate change

mitigation

Climate change

adaptation

Water and marine

resources

Pollution

Circular economy

Biodiversity and

ecosystems

A. TAXONOMY ELIGIBLE ACTIVITIES

EUR

Y; N;

N/EL

Y; N;

N/E

Y; N;

N/E

Y; N;

N/E

Y; N;

N/E

Y; N;

N/E

Y / N

Y /

EL;

N/EL

EL;

N/E

EL;

N/E

EL;

N/E

EL;

N/E

EL;

N/E

149

A.1 Environmental sustainable activities (Taxonomy-aligned)

Electricity generation

using solar photovoltaic

technology

CCM 4.1./CCA

4.1.

N/E

Transmission and

distribution networks

for renewable and low-

carbon gases

CCM 4.14. / CCA

4.14.

0.3

N/E

Installation,

maintenance and repair

of charging stations for

electric vehicles in

buildings (and parking

spaces attached to

buildings)

CCM 7.4. / CCA

7.4.

N/E

Turnover of

environmentally

sustainable activities

(Taxonomy-aligned)

(A.1)

0.3

N/E

Of which enabling

N/E

Of which

transitional

A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

Transport by

motorbikes,

passenger cars and

light commercial

vehicles

CCM 6.5. / CCA

6.5.

0.1

N/E

Renovation of

existing buildings

CCM 7.2. / CCA

7.2.

1.2

19%

N/E

Turnover of

Taxonomy-eligible

but not

environmentally

sustainable

activities (not

Taxonomy-aligned

activities) (A.2)

1.3

Turnover of

Taxonomy-eligible

activities (A.1+A.2)

1.6

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Turnover of

Taxonomy-non-

eligible activities

4.8

TOTAL (A+B)

6.4

100

EL – Taxonomy-eligible activity for the relevant objective;

N/EL – Not eligible, Taxonomy-non-eligible activity for the relevant environmental objective;

Y – Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective;

N – No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective.

150

OPEX ACCORDING TO EU TAXONOMY REGULATION

Substantial contribution criteria

DNSH criteria

('Does Not Significantly Harm')

Minimum safeguards

Absolute turnover

Proportion of Taxonomy

-aligned

(A.1.) or -eligible (A.2.) turnover

year 2023

Proportion of

turnover year 2024

Category (enabling activity)

Climate change mitigation

Category (transitional activity)

Climate change adaptation

Economic activities

Code(s)

Absolute turnover

Proportion of

turnover year 2024

Climate change

mitigation

Climate

change

adaptation

Water and marine

resources

Pollution

Circular economy

Biodiversity and

ecosystems

Climate change

mitigation

Climate change

adaptation

Water and marine

resources

Pollution

Circular economy

Biodiversity and

ecosystems

A. TAXONOMY ELIGIBLE ACTIVITIES

EUR

Y; N;

N/EL

Y; N;

N/E

Y; N;

N/E

Y; N;

N/E

Y; N;

N/E

Y; N;

N/E

Y / N

Y /

EL;

N/EL

EL;

N/E

EL;

N/E

EL;

N/E

EL;

N/E

EL;

N/E

A.1 Environmental sustainable activities (Taxonomy-aligned)

Electricity generation

using solar photovoltaic

technology

CCM 4.1./CCA

4.1.

N/E

Transmission and

distribution networks

for renewable and low-

carbon gases

CCM 4.14. / CCA

4.14.

0.3

N/E

Installation,

maintenance and repair

of charging stations for

electric vehicles in

buildings (and parking

spaces attached to

buildings)

CCM 7.4. / CCA

7.4.

N/E

Turnover of

environmentally

sustainable activities

(Taxonomy-aligned)

(A.1)

0.3

N/E

Of which enabling

N/E

Of which

transitional

A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

Transport by

motorbikes,

passenger cars and

light commercial

vehicles

CCM 6.5. / CCA

6.5.

N/E

Renovation of

existing buildings

CCM 7.2. / CCA

7.2.

N/E

Turnover of

Taxonomy-eligible

but not

environmentally

sustainable

activities (not

Taxonomy-aligned

activities) (A.2)

151

Turnover of

Taxonomy-eligible

activities (A.1+A.2)

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Turnover of

Taxonomy-non-

eligible activities

14.2

100

TOTAL (A+B)

14.2

100

EL – Taxonomy-eligible activity for the relevant objective;

N/EL – Not eligible, Taxonomy-non-eligible activity for the relevant environmental objective;

Y – Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective;

N – No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective.

8.9. INDICES

ESRS INDEX

Applicable ESRS Sector

Not available

ESRS 2 General Disclosures

Disclosure Requirement

Page

1. BASIS FOR PREPARATION

BP-1

General basis for preparation of sustainability statements

BP-2

Entities included in the organisation's sustainability reporting

2. GOVERNANCE

GOV-1

The role of the administrative, management and supervisory

bodies

GOV-2

Information provided to and sustainability matters addressed by

the undertaking’s administrative, management and supervisory

bodies

GOV-3

Integration of sustainability-related performance in incentive

schemes

GOV-4

Statement on due diligence

GOV-5

Risk management and internal controls over sustainability

reporting

3. STRATEGY

SBM-1

Strategy, business model and value chain

SBM-2

Interests and views of stakeholders

SBM-3

Material impacts, risks and opportunities and their interaction

with strategy and business model

4. IMPACT, RISK AND OPPORTUNITY MANAGEMENT

4.1 Disclosures on the materiality assessment process

IRO-1

Description of the process to identify and assess material

impacts, risks and pportunities

IRO-2

Disclosure Requirements in ESRS covered by the undertaking’s

sustainability statement

4.2 Minimum disclosure requirement on policies and actions

MDR-P

Policies adopted to manage material sustainability matters

152

MDR-A

Actions and resources in relation to material sustainability

matters

5. METRICS AND TARGETS

MDR-M

Metrics in relation to material sustainability matters

MDR-T

Tracking effectiveness of policies and actions through targets

ENVIRONMENTAL TOPICS

ESRS E1 CLIMATE CHANGE

Governance

E1 GOV-3

Integration of sustainability-related performance in incentive

schemes

Strategy

E1-1

Transition plan for climate change mitigation

E1 SBM-3

Material impacts, risks and opportunities and their interaction

with strategy and business model

Impact, risk and opportunity management

E1 IRO-1

Description of the processes to identify and assess material

climate-related impacts, risks and opportunities

E1-2

Policies related to climate change mitigation and adaptation

E1-3

Actions and resources in relation to climate change policies

Metrics and targets

E1-4

Targets related to climate change mitigation and adaptation

E1-5

Energy consumption and mix

E1-6

Gross Scopes 1, 2, 3 and Total GHG emissions

E1-7

GHG removals and GHG mitigation projects financed through

carbon credits

E1-8

Internal carbon pricing

ESRS E2 POLLUTION

Impact, risk and opportunity management

E2 IRO-1

Description of the processes to identify and assess material

pollution-related impacts, risks and opportunities

E2-1

Policies related to pollution

E2-2

Actions and resources related to pollution

Metrics and targets

E2-4

Pollution of air, water and soil

ESRS E3 WATER AND MARINE RESOURCES

Impact, risk and opportunity management

E3 SBM-3

Material impacts, risks and opportunities and their interaction

with strategy and business model

E3 IRO-1

Description of the processes to identify and assess material

pollution-related impacts, risks and opportunities

ESRS E4 BIODIVERSITY AND ECOSYSTEMS

Strategy

E4-1

Transition plan and consideration of biodiversity and ecosystems

in strategy and business model

E4 SBM-3

Material impacts, risks and opportunities and their interaction

with strategy and business model

Impact, risk and opportunity management

153

E4 IRO-1

Description of processes to identify and assess material

biodiversity and ecosystem-related impacts, risks and

opportunities

E4-2

Policies related to biodiversity and ecosystems

E4-3

Actions and resources related to biodiversity and ecosystems

Metrics and targets

E4-4

Targets related to biodiversity and ecosystems

100

E4-5

Impact metrics related to biodiversity and ecosystems change

100

ESRS E5 RESOURCE USE AND CIRCULAR ECONOMY

Impact, risk and opportunity management

E5 IRO-1

Description of the processes to identify and assess material

resource use and circular economy-related impacts, risks and

opportunities

E5-1

Policies related to resource use and circular economy

101

E5-2

Actions and resources related to resource use and circular

economy

101

Metrics and targets

E5-3

Targets related to resource use and circular economy

102

E5-4

Resource inflows

102

E5-5

Resource outflows

103

SOCIAL TOPICS

ESRS S1 OWN WORKFORCE

Strategy

S1 SBM-2

Interests and views of stakeholders

S1 SBM-3

Material impacts, risks and opportunities and their interaction

with strategy and business model

111

Impact, risk and opportunity management

S1-1

Policies related to own workforce

106

S1-2

Processes for engaging with own workers and workers’

representatives about impacts

107

S1-3

Processes to remediate negative impacts and channels for own

workers to raise concerns

108

S1-4

Taking action on material impacts on own workforce, and

approaches to mitigating material risks and pursuing material

opportunities related to own workforce, and effectiveness of

those actions

109

Metrics and targets

S1-5

Targets related to managing material negative impacts,

advancing positive impacts, and managing material risks and

opportunities

113

S1-6

Characteristics of the undertaking’s employees

116

S1-7

Characteristics of non-employee workers in the undertaking’s

own workforce

118

S1-8

Collective bargaining coverage and social dialogue

118

S1-9

Diversity metrics

118

154

S1-10

Adequate wages

119

S1-11

Social protection

119

S1-12

Persons with disabilities

119

S1-13

Training and skills development metrics

120

S1-14

Health and safety metrics

120

S1-15

Work-life balance metrics

121

S1-16

Compensation metrics (pay gap and total compensation)

121

S1-17

Incidents, complaints and severe human rights impacts

121

ESRS S3 AFFECTED COMMUNITIES

Strategy

S3 SBM-2

Interests and views of stakeholders

S3 SBM-3

Material impacts, risks and opportunities and their interaction

with strategy and business model

121

Impact, risk and opportunity management

S3-1

Policies related to affected communities

122

S3-2

Processes for engaging with affected communities about

impacts

123

S3-3

Processes to remediate negative impacts and channels for

affected communities to raise concerns

123

S3-4

Taking action on material impacts on affected communities, and

approaches to managing material risks and pursuing material

opportunities related to affected communities, and effectiveness

of those actions

123

Metrics and targets

S3-5

Targets related to managing material negative impacts,

advancing positive impacts, and managing material risks and

opportunities

123

ESRS S4 CONSUMERS AND END-USERS

Strategy

S4 SBM-2

Interests and views of stakeholders

S4 SBM-3

Material impacts, risks and opportunities and their interaction

with strategy and business mode

125

Impact, risk and opportunity management

S4-3

Processes to remediate negative impacts and channels for

consumers and end-users to raise concerns

125

GOVERNANCE TOPICS

ESRS G1 BUSINESS CONDUCT

Governance

G1 GOV-1

The role of the administrative, supervisory and management

bodies

Impact, risk and opportunity management

G1 IRO-1

Description of the processes to identify and assess material

impacts, risks and opportunities

G1-1

Corporate culture and bBusiness conduct policies and corporate

culture

127

G1-2

Management of relationships with suppliers

129

G1-3

Prevention and detection of corruption and bribery

129

155

Metrics and targets

G1-4

Confirmed incidents of corruption or bribery

131

G1-6

Payment practices

131

LIST OF DATAPOINTS IN CROSS-CUTTING AND TOPICAL STANDARDS THAT DERIVE FROM OTHER EU

LEGISLATION

Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial

services sector (Sustainable Finance Disclosures Regulation) (OJ L 317, 9.12.2019, p. 1).

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and

investment firms and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation “CRR”) (OJ L 176, 27.6.2013, p. 1).

Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and

financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No

596/2014 (OJ L 171, 29.6.2016, p. 1).

Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality

and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’) (OJ L 243, 9.7.2021, p. 1).

Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the

Council as regards the explanation in the benchmark statement of how environmental, social and governance factors are reflected in each

benchmark provided and published (OJ L 406, 3.12.2020, p. 1).

Commission Implementing Regulation (EU) 2022/2453 of 30 November 2022 amending the implementing technical standards laid down in

Implementing Regulation (EU) 2021/637 as regards the disclosure of environmental, social and governance risks (OJ L 324,19.12.2022, p.1.).

Commission Delegated Regulation (EU) 2020/1818 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the

Council as regards minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (OJ L 406, 3.12.2020, p. 17).

Disclosure Requirement

and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

EU Climate

Law

reference

Page

ESRS 2 GOV-1

Board's gender diversity

paragraph 21 (d)

Indicator number 13

of Table #1 of Annex

Commission

Delegated Regulation

(EU) 2020/1816

Annex II

ESRS 2 GOV-1

Percentage of board members

who are independent paragraph

21 (e)

Delegated Regulation

(EU) 2020/1816,

Annex II

ESRS 2 GOV-4

Statement on due diligence

paragraph 30

Indicator number 10

Table #3 of Annex 1

ESRS 2 SBM-1

Involvement in activities related

to fossil fuel activities

paragraph 40 (d) i

Indicators number 4

Table #1 of Annex 1

Article 449a Regulation

(EU) No 575/2013;

Commission Implementing

Regulation (EU)

2022/2453

Table 1:

Qualitative information on

Environmental risk and

Table 2: Qualitative

information on Social risk

Delegated Regulation

(EU) 2020/1816,

Annex II

ESRS 2 SBM-1

Involvement in activities related

to chemical production

paragraph 40 (d) ii

Indicator number 9

Table #2 of Annex 1

Delegated Regulation

(EU) 2020/1816,

Annex II

ESRS 2 SBM-1

Involvement in activities related

to controversial weapons

paragraph 40 (d) iii

Indicator number 14

Table #1 of Annex 1

Delegated Regulation

(EU) 2020/1818

Article 12(1) Delegated

Regulation (EU)

2020/1816, Annex II

156

ESRS 2 SBM-1

Involvement in activities related

to cultivation and production of

tobacco paragraph 40 (d) iv

Delegated Regulation

(EU) 2020/1818, Article

12(1) Delegated

Regulation (EU)

2020/1816, Annex II

ESRS E1-1

Transition plan to reach climate

neutrality by 2050 paragraph 14

Regulation

(EU) 2021/1119,

Article 2(1)

ESRS E1-1

Undertakings excluded from

Paris-aligned Benchmarks

paragraph 16 (g)

Article 449a

Regulation (EU) No

575/2013; Commission

Implementing Regulation

(EU) 2022/2453 Template 1:

Banking book-Climate

Change transition risk:

Credit quality of exposures

by sector, emissions and

residual maturity

Delegated Regulation

(EU) 2020/1818,

Article12.1 (d) to (g),

and Article 12.2

ESRS E1-4

GHG emission reduction targets

paragraph 34

Indicator number 4

Table #2 of Annex 1

Article 449a

Regulation (EU) No

575/2013; Commission

Implementing Regulation

(EU) 2022/2453 Template

3: Banking book – Climate

change transition risk:

alignment metrics

Delegated Regulation

(EU) 2020/1818,

Article 6

ESRS E1-5

Energy consumption from fossil

sources disaggregated by

sources (only high climate

impact sectors) paragraph 38

Indicator number 5

Table #1 and

Indicator n. 5 Table

#2 of Annex 1

ESRS E1-5 Energy consumption

and mix paragraph 37

Indicator number 5

Table #1 of Annex 1

ESRS E1-5

Energy intensity associated

with activities in high climate

impact sectors paragraphs 40

to 43

Indicator number 6

Table #1 of Annex 1

ESRS E1-6

Gross Scope 1, 2, 3 and Total

GHG emissions paragraph 44

Indicators number 1

and 2 Table #1 of

Annex 1

Article 449a; Regulation

(EU) No 575/2013;

Commission Implementing

Regulation (EU) 2022/2453

Template 1: Banking book –

Climate change transition

risk: Credit quality of

exposures by sector,

emissions and residual

maturity

Delegated Regulation

(EU) 2020/1818,

Article 5(1), 6 and 8(1)

157

ESRS E1-6

Gross GHG emissions intensity

paragraphs 53 to 55

Indicators number 3

Table #1 of Annex 1

Article 449a Regulation

(EU) No 575/2013;

Commission Implementing

Regulation (EU) 2022/2453

Template 3: Banking book –

Climate change transition

risk: alignment metrics

Delegated Regulation

(EU) 2020/1818,

Article 8(1)

ESRS E1-7

GHG removals and carbon

credits paragraph 56

Regulation

(EU) 2021/1119,

Article 2(1)

ESRS E1-9

Exposure of the benchmark

portfolio to climate-related

physical risks paragraph 66

Delegated Regulation

(EU) 2020/1818, Annex

II Delegated

Regulation (EU)

2020/1816, Annex II

Not

material

ESRS E1-9

Disaggregation of monetary

amounts by acute and chronic

physical risk paragraph 66 (a)

ESRS E1-9

Location of significant assets at

material physical risk paragraph

66 (c).

Article 449a Regulation

(EU) No 575/2013;

Commission Implementing

Regulation (EU) 2022/2453

paragraphs 46 and 47;

Template 5: Banking book -

Climate change physical

risk: Exposures subject to

physical risk.

Not

material

ESRS E1-9 Breakdown of the

carrying value of its real estate

assets by energy-efficiency

classes paragraph 67 (c).

Article 449a Regulation

(EU) No 575/2013;

Commission Implementing

Regulation (EU) 2022/2453

paragraph 34;Template

2:Banking book -Climate

change transition risk:

Loans collateralised by

immovable property -

Energy efficiency of the

collateral

Not

material

ESRS E1-9

Degree of exposure of the

portfolio to climate- related

opportunities paragraph 69

Delegated Regulation

(EU) 2020/1818, Annex

Not

material

ESRS E2-4

Amount of each pollutant listed

in Annex II of the E-PRTR

Regulation (European Pollutant

Release and Transfer Register)

emitted to air, water and soil,

paragraph 28

Indicator number 8

Table #1 of Annex 1

Indicator number 2

Table #2 of Annex 1

Indicator number 1

Table #2 of Annex 1

Indicator number 3

Table #2 of Annex 1

ESRS E3-1

Indicator number 7

Table #2 of Annex 1

Not

material

158

Water and marine resources

paragraph 9

ESRS E3-1

Dedicated policy paragraph 13

Indicator number 8

Table 2 of Annex 1

Not

material

ESRS E3-1

Sustainable oceans and seas

paragraph 14

Indicator number 12

Table #2 of Annex 1

Not

material

ESRS E3-4

Total water recycled and reused

paragraph 28 (c)

Indicator number 6.2

Table #2 of Annex 1

Not

material

ESRS E3-4

Total water consumption in m

per net revenue on own

operations paragraph 29

Indicator number 6.1

Table #2 of Annex 1

Not

material

ESRS 2- IRO 1 - E4 paragraph 16

(a) i

Indicator number 7

Table #1 of Annex 1

ESRS 2- IRO 1 - E4 paragraph 16

(b)

Indicator number 10

Table #2 of Annex 1

ESRS 2- IRO 1 - E4 paragraph 16

(c)

Indicator number 14

Table #2 of Annex 1

ESRS E4-2

Sustainable land / agriculture

practices or policies paragraph

24 (b)

Indicator number 11

Table #2 of Annex 1

ESRS E4-2

Sustainable oceans / seas

practices or policies paragraph

24 (c)

Indicator number 12

Table #2 of Annex 1

ESRS E4-2

Policies to address

deforestation paragraph 24 (d)

Indicator number 15

Table #2 of Annex 1

ESRS E5-5

Non-recycled waste paragraph

37 (d)

Indicator number 13

Table #2 of Annex 1

103

ESRS E5-5

Hazardous waste and

radioactive waste paragraph 39

Indicator number 9

Table #1 of Annex 1

103

ESRS 2- SBM3 - S1

Risk of incidents of forced

labour paragraph 14 (f)

Indicator number 13

Table #3 of Annex I

104

ESRS 2- SBM3 - S1

Risk of incidents of child labour

paragraph 14 (g)

Indicator number 12

Table #3 of Annex I

104

ESRS S1-1

Human rights policy

commitments paragraph 20

Indicator number 9

Table #3 and

Indicator number 11

Table #1 of Annex I

105

159

ESRS S1-1

Due diligence policies on issues

addressed by the fundamental

International Labor Organisation

Conventions 1 to 8, paragraph 21

Delegated Regulation

(EU) 2020/1816,

Annex II

105

ESRS S1-1

processes and measures for

preventing trafficking in human

beings paragraph 22

Indicator number 11

Table #3 of Annex I

105

ESRS S1-1

workplace accident prevention

policy or management system

paragraph 23

Indicator number 1

Table #3 of Annex I

105

ESRS S1-3

grievance/complaints handling

mechanisms paragraph 32 (c)

Indicator number 5

Table #3 of Annex I

108

ESRS S1-14

Number of fatalities and number

and rate of work-related

accidents paragraph 88 (b) and

(c)

Indicator number 2

Table #3 of Annex I

Delegated Regulation

(EU) 2020/1816,

Annex II

120

ESRS S1-14

Number of days lost to injuries,

accidents, fatalities or illness

paragraph 88 (e)

Indicator number 3

Table #3 of Annex I

120

ESRS S1-16

Unadjusted gender pay gap

paragraph 97 (a)

Indicator number 12

Table #1 of Annex I

Delegated Regulation

(EU) 2020/1816,

Annex II

121

ESRS S1-16

Excessive CEO pay ratio

paragraph 97 (b)

Indicator number 8

Table #3 of Annex I

121

ESRS S1-17

Incidents of discrimination

paragraph 103 (a)

Indicator number 7

Table #3 of Annex I

121

ESRS S1-17 Non-respect of

UNGPs on Business and Human

Rights and OECD paragraph 104

(a)

Indicator number 10

Table #1 and

Indicator n. 14 Table

#3 of Annex I

Delegated Regulation

(EU) 2020/1816,

Annex II Delegated

Regulation (EU)

2020/1818 Art 12 (1)

121

ESRS 2- SBM3 – S2

Significant risk of child labour or

forced labour in the value chain

paragraph 11 (b)

Indicators number 12

and n. 13 Table #3 of

Annex I

Not

material

ESRS S2-1

Human rights policy

commitments paragraph 17

Indicator number 9

Table #3 and

Indicator n. 11 Table

#1 of Annex 1

Not

material

160

ESRS S2-1 Policies related to

value chain workers paragraph

Indicator number 11

and n. 4 Table #3 of

Annex 1

Not

material

ESRS S2-1Non-respect of

UNGPs on Business and Human

Rights principles and OECD

guidelines paragraph 19

Indicator number 10

Table #1 of Annex 1

Delegated Regulation

(EU) 2020/1816,

Annex II Delegated

Regulation (EU)

2020/1818, Art 12 (1)

Not

material

ESRS S2-1

Due diligence policies on issues

addressed by the fundamental

International Labor Organisation

Conventions 1 to 8, paragraph 19

Delegated Regulation

(EU) 2020/1816,

Annex II

Not

material

ESRS S2-4

Human rights issues and

incidents connected to its

upstream and downstream

value chain paragraph 36

Indicator number 14

Table #3 of Annex 1

Not

material

ESRS S3-1

Human rights policy

commitments paragraph 16

Indicator number 9

Table #3 of Annex 1

and Indicator

number 11 Table #1

of Annex 1

122

ESRS S3-1

non-respect of UNGPs on

Business and Human Rights, ILO

principles or and OECD

guidelines paragraph 17

Indicator number 10

Table #1 Annex 1

Delegated Regulation

(EU) 2020/1816,

Annex II Delegated

Regulation (EU)

2020/1818, Art 12 (1)

122

ESRS S3-4

Human rights issues and

incidents paragraph 36

Indicator number 14

Table #3 of Annex 1

123

ESRS S4-1 Policies related to

consumers and end-users

paragraph 16

Indicator number 9

Table #3 and

Indicator number 11

Table #1 of Annex 1

Not

material

ESRS S4-1

Non-respect of UNGPs on

Business and Human Rights and

OECD guidelines paragraph 17

Indicator number 10

Table #1 of Annex 1

Delegated Regulation

(EU) 2020/1816,

Annex II Delegated

Regulation (EU)

2020/1818, Art 12 (1)

Not

material

ESRS S4-4

Human rights issues and

incidents paragraph 35

Indicator number 14

Table #3 of Annex 1

Not

material

ESRS G1-1

United Nations Convention

against Corruption paragraph 10

(b)

Indicator number 15

Table #3 of Annex 1

127

ESRS G1-1

Indicator number 6

Table #3 of Annex 1

127

161

This appendix is an integral part of the ESRS 2. The table below illustrates the datapoints in ESRS 2 and

topical ESRS that derive from other EU legislation.

9. SIGNIFICANT EVENTS DURING THE REPORTING

PERIOD

In fulfilling its obligations under legal acts governing the securities market applicable to it, the Company

publishes significant events and other regulated information at the EU level. This information is accessible

on the Company’s website (www.ambergrid.lt/lt/apie_mus/rubrika-investuotojams/esminiai-ivykiai) and

on the website of NASDAQ Vilnius Stock Exchange (www.nasdaqbaltic.com).

Significant events during the reporting period 2024:

Table 52. Significant events of Amber Grid during 2024

Date

Significant events during the reporting period

02/02/2024

Amber Grid investor calendar for 2024

29/02/2024

Consolidated operating results of Amber Grid Group of 2023

28/03/2024

Notice of the convening the ordinary General Meeting of Shareholders of Amber Grid AB

28/03/2024

Correction: Amber Grid Investor's Calendar for 2024

26/04/2024

The proposal of UAB EPSO-G regarding the election of the Board members determination of

remuneration amounts for the members of the board and the operating budget of the board in

2024 was received

30/04/2024

Annual Information of Amber Grid for 2023

30/04/2024

Decisions adopted in the Extraordinary General Meeting of Shareholders of AB Amber Grid

09/05/2024

Regarding Gas Transmission System Operator's Revenue Cap of Regulated Activities for 2025

10/05/2024

Ex-dividend date

10/05/2024

Procedure for the payment of AB Amber Grid dividends for 2023

10/05/2024

Regarding the election of the Chairman of the Board of Amber Grid

10/05/2024

Amber Grid AB Operating Results for the 1st Quarter of 2024

21/05/2024

Regarding new prices for natural gas transmission services

21/05/2024

New wording of Amber Grid Articles of Association registered

Protection of whistle- blowers

paragraph 10 (d)

ESRS G1-4

Fines for violation of anti-

corruption and anti-bribery laws

paragraph 24 (a)

Indicator number 17

Table #3 of Annex 1

Delegated Regulation

(EU) 2020/1816,

Annex II)

131

ESRS G1-4

Standards of anti- corruption

and anti- bribery paragraph 24

(b)

Indicator number 16

Table #3 of Annex 1

131

162

28/05/2024

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

30/05/2024

New prices for natural gas transmission services have been approved

16/08/2024

Decisions adopted in the Extraordinary General Meeting of Shareholders of Amber Grid AB

09/08/2024

Amber Grid AB Operating Results for the first half of 2024

13/08/2024

Regarding the initiation of NERC sanctioning procedure

02/09/2024

Amber Grid AB concluded the cash pool agreement with EPSO-G UAB.

27/09/2024

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

18/10/2024

Decisions adopted in the Extraordinary General Meeting of Shareholders of Amber Grid AB

08/11/2024

Amber Grid AB results of operations for a nine-month period of 2024

31/12/2024

Amber Grid investor calendar for 2025

All notices that are made available to public according to the procedure defined in legal acts can be found

in an electronic publication of the Manager of the Register of Legal Entities. All notices on convening the

Company’s General Meeting of Shareholders and other material events are announced on the Central

Storage Facility at www.crib.lt and on the Company’s official website www.ambergrid.lt in accordance with

the procedure established in the Law on Securities. The shareholders whose shares entitle them to at

least 10% of total voting rights, receive notices on convocation of the General Meetings of Shareholders

in accordance with the procedure established in the Company’s Articles of Association.

10. ANNEXES

Amber Grid Organisational Structure

163

Amber Grid statement of compliance with the Corporate Governance Code for the Companies Listed

on NASDAQ Vilnius

In line with Article 12(3) of the Law on Securities of the Republic of Lithuania and paragraph 24.5 of the Listing Rules of

Nasdaq Vilnius AB, Amber Grid AB (the “Company”) has disclosed its compliance with the Corporate Governance Code

for the Companies Listed on Nasdaq Vilnius and its specific provisions or recommendations. In case of non-

compliance with the Code or some of its provisions or recommendations, the specific provisions or recommendations

that are not complied with must be indicated, the reasons for such non-compliance must be specified, and other

explanatory information indicated in this form must be presented.

Summary of the Company’s Corporate Governance Report:

Amber Grid AB is a part of the EPSO-G Group companies (“the Group”). The Company’s management structure and

governance model are determined by the Company’s Articles of Association, the Corporate Governance Guidelines of

the EPSO-G Group approved on 29 December 2022 by the Ministry of Energy (the ME), the sole shareholder of the

parent company EPSO-G UAB, and the Corporate Governance Policy of the EPSO-G Group. All these documents are

available on the Company’s website (www.ambergrid.lt) and EPSO-G’s website (www.epsog.lt).

Fig. 1 Main scheme of the implementation of corporate governance at the Group level.

Being a part of the Group does not affect the Company’s independence. The Company operates independently as it seeks

to achieve the objectives set in the Company’s Articles of Association, and it has the obligation to independently assess

whether compliance with the Group’s corporate governance documents does not harm the interests of the Company, its

creditors, shareholders or other stakeholders.

Corporate governance structure:

• The General Meeting of Shareholders;

• The Board (five members, two of whom are independent members, the other two members nominated by the

shareholder, and one civil servant);

• The Committees operating at the Group level:

• The Remuneration and Nomination Committee (mainly composed of independent members);

• The Audit Committee (mainly composed of independent members).

The Group has a centralised internal audit function. In order to ensure the independence of the internal audit, it is

established that the head of the internal audit function is appointed and dismissed by the Board of EPSO-G UAB, which is

mainly composed of independent members. The internal audit function is also accountable to the Audit Committee, which

also consists mostly of independent members. The internal audit recommendations are analysed by the Company’s

Board, which also approves the plan of measures for implementation of audit recommendations.

164

On the basis of the Risk Management Policy of the EPSO-G Group, a uniform risk management system of the Group

has been implemented at the Company according to the COSO ERM standards applicable in a global practice, which

set out the risk identification, assessment and management principles and responsibilities. Risk management

coordination is performed at the Group level.

The purpose of the Group’s operating policies is to introduce a consistent and effective organisation management

system that helps employees successfully implement important strategic projects and create value to local private

and business customers in a transparent and effective manner. To ensure the effectiveness of the operating policies,

the Company annually reports on the progress achieved with the implementation of the operating policies.

The operating policies that are currently effective at the Company:

Structured Table

165

Principles/recommendations

Yes/No/Not

Applicable

Comments

1 Principle: General Meeting of Shareholders, fair treatment of shareholders and shareholders' rights

The corporate governance system should ensure fair treatment of all shareholders. The corporate governance system should

protect shareholders’ rights.

1.1. All shareholders should have equal access to the

information and/or documents provided for by law

and should be able to participate in decisions that are

important for the company.

Yes

Pursuant to the Law on Companies of the Republic of

Lithuania and Chapter IX of the Company’s Articles of

Association, information on general meetings of

shareholders being convened, their draft decisions and

decisions made is published on the Company’s website

and on NASDAQ OMX Vilnius stock exchange in the

Lithuanian and English languages. The Company ensures

equal opportunities to its shareholders to vote on the

adoption of relevant decisions at the General Meetings of

Shareholders (by completing the general voting ballot,

representing a shareholder by proxy, etc.).

1.2. It is recommended that a company’s capital

should consist only of shares that give their holders

equal voting, ownership, dividend and other rights.

Yes

The Company’s issued capital is divided into ordinary

registered shares with the nominal value of EUR 0.29

each. All the shares grant the same rights to voting,

ownership, dividend and other rights to their holders in

proportion to the number of shares held. All shares are

intangible and recorded in the personal securities

accounts of the shareholders managed by the securities

account manager contracted to manage the share

accounting.

1.3. It is recommended that investors should have

access to the information concerning the rights

attached to the shares of the new issue or those

issued earlier in advance, i.e. before they purchase

shares.

Yes

Please see paragraph 1.2.

Including the rights and obligations of the shareholders

are stipulated in Chapter IV of the Company’s Articles of

Association that are made available to public.

1.4. Exceptional transactions of major importance,

such as the disposal of all or almost all of the

company's assets, which would effectively amount to

a disposal of the company, should be subject to the

approval of the General Meeting of Shareholders.

Yes

Paragraph 38 of the Company’s Articles of Association

specifies the cases when a transaction requires approval

of the Board or the General Meeting of Shareholders.

1.5. The procedures for organising and participating

in the General Meeting of Shareholders should give

shareholders equal opportunities to participate in

the General Meeting of Shareholders and should not

prejudice the rights and interests of shareholders.

The choice of the place, date and time of the General

Meeting should not preclude the active participation

of shareholders in the General Meeting. In the notice

of the General Meeting, the company should indicate

the latest date on which the proposed draft

resolutions can be submitted.

Yes

The Company convenes the General Meetings of

Shareholders and implements other meeting-related

procedures in accordance with the procedure

established in the Law on Companies of the Republic of

Lithuania. In addition, each time the General Meeting of

Shareholders is convened, the general rights of the

shareholders and the deadlines for exercising such rights

are published on the Notice of Convening the General

Meeting of Shareholders and on the Company’s website.

1.6. In order to ensure the right of shareholders living

abroad to access information, it is recommended

that, where possible, the documents prepared for the

General Meeting of Shareholders be made public in

advance not only in Lithuanian, but also in English

and/or in other foreign languages. It is also

recommended that the minutes of the General

Meeting of Shareholders, after signing, and/or the

decisions adopted be made public not only in

Lithuanian but also in English and/or other foreign

languages. It is recommended that this information

be published on the company's website. Not all

documents may be made publicly available if their

public disclosure would be prejudicial to the company

or would disclose the company’s business secrets.

Yes

Information on the general meetings of shareholders

being convened, their draft decisions and decisions

made are published on the Company’s website and on

NASDAQ Vilnius stock exchange in the Lithuanian and

English languages, by indicating location, date and time

of the meeting.

166

1.7. Shareholders entitled to vote should be able to

vote at the meeting of shareholders, either present

or absent in person. Shareholders should not be

prevented from voting in advance in writing by

completing a single ballot paper.

Yes

A notice of convening the General Meeting of

Shareholders always indicates a possibility for the

shareholders to vote in writing by filling in the attached

form of a voting ballot or to vote by proxy.

1.8. In order to increase shareholders' ability to

participate in General Meetings of Shareholders, it is

recommended that companies should make greater

use of modern technology to enable shareholders to

participate and vote in General Meetings of

Shareholders by electronic means. In such cases, the

security of the information transmitted must be

guaranteed and the identity of the person who

participated and voted must be identifiable.

Given the challenges in ensuring the security of the

information transmitted and the establishment of the

identity of shareholders, these options are not yet

available to shareholders. However, shareholders are

provided with other opportunities to exercise their rights:

to vote in the General Meeting of Shareholders in person;

to vote by proxy; to vote by concluding voting rights

entrustment agreement; voting in writing in advance by

completing the general voting ballot.

1.9. It is recommended to disclose in the notice of

the draft decisions of the convened General Meeting

of the Shareholder the new nominations of the

members of the collegial body, the remuneration

proposed for them, the proposed appointment of the

audit company, if these issues are included in the

agenda of the General Meeting of Shareholders.

When proposing to elect a new member of the

collegial body, it is recommended that the member's

educational background, work experience and other

management positions held (or proposed to be held)

be disclosed.

Yes

A notice of convening the General Meeting of

Shareholders always specifies the draft decisions

containing information required by the Law on

Companies of the Republic of Lithuania, including new

candidatures of members of the collegial bodies, the

proposed remuneration, the proposed audit firm and the

proposed audit fee.

1.10. Members of the Company’s collegial

management body, heads of the administration

other competent persons related to the Company

who can provide information related to the agenda

of the general meeting of shareholders should take

part in the general meeting of shareholders.

1.11. Proposed candidates to member of the collegial

body should also participate in the general meeting

of shareholders in case the election of new members

is included into the agenda of the general meeting of

shareholders.

Yes

Relevant competent persons who can provide

information related to the agenda of the General

Meeting of Shareholders always attend the General

Meeting of Shareholders. The proposed candidates to

the members of the collegial bodies do not always

attend the General Meetings of Shareholders.

2.1. Establishment of the Supervisory Council

The procedure for the establishment of the Supervisory Council should ensure that conflicts of interest are properly managed

and that the company is governed efficiently and fairly.

2.1.1. The members of the Supervisory Council

elected by the General Meeting of Shareholders

should collectively ensure a diversity of

qualifications, professional experience and

competences, as well as a gender balance. In order to

maintain an appropriate balance between the

qualifications of the members of the Supervisory

Council, it should be ensured that the members of the

Supervisory Council as a whole have a broad range of

knowledge, views and experience to perform their

tasks properly.

Not

applicable

Supervisory Council is not formed at the Company.

2.1.2. Members of the Supervisory Council should be

appointed for a fixed term, with the possibility of

individual re-election for a new term, in order to

ensure the necessary growth in professional

experience.

Not

applicable

Supervisory Council is not formed at the Company.

For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions.

167

2.1.3. The Chair of the Supervisory Council should be

a person whose current or former position would not

be an obstacle to the impartial exercise of his/her

functions. A former CEO or the Board member of the

company should not immediately be appointed as a

Chair of the Supervisory Council. Where a company

chooses not to comply with these recommendations,

information should be provided on the measures

taken to ensure operational impartiality.

Not

applicable

Supervisory Council is not formed at the Company.

2.1.4. Each member should devote sufficient time and

attention to his/her duties as a member of the

Supervisory Council. Each member of the Supervisory

Council should undertake to limit his/her other

professional commitments (in particular

management positions in other companies) in such a

way that they do not interfere with the proper

performance of his/her duties as a member of the

Supervisory Council. If a member of the Supervisory

Council attended less than half of the Supervisory

Council meetings during the company’s financial

year, the company’s shareholders should be

informed.

Not

applicable

Supervisory Council is not formed at the Company.

2.1.5. Where the appointment of a member of the

Supervisory Council is proposed, it should be

disclosed which members of the Supervisory Board

are considered independent. The Supervisory

Council may decide that, despite the fact that a

particular member meets all the criteria of

independence, he/she cannot be considered

independent due to special personal or company-

related circumstances.

Not

applicable

Supervisory Council is not formed at the Company.

2.1.6. The amount of remuneration for members of

the Supervisory Council should be approved by the

company’s General Meeting of Shareholders for their

activities and participation in the meetings of the

Supervisory Council.

Not

applicable

Supervisory Council is not formed at the Company.

2.1.7. The Supervisory Council should carry out an

evaluation of its own performance each year. It

should include an assessment of the structure,

organisation and ability to act as a group, as well as

an assessment of the competence and effectiveness

of each member of the Supervisory Council and an

assessment of whether the Supervisory Council has

achieved its stated performance objectives. The

Supervisory Council should publish, at least once a

year, relevant information on its internal structure

and operating procedures.

Not

applicable

Supervisory Council is not formed at the Company.

3 Principle: Board

3.1. Functions and responsibilities of the Board

The Board should ensure the implementation of the company’s strategy, as well as good corporate governance, taking into

account the interests of shareholders, employees and other stakeholders.

3.1.1. The Board should ensure the implementation

of the company’s strategy, as approved by the

Supervisory Council, if it is established. In cases

where the Supervisory Council is not established, the

Board is also responsible for approving the

company’s strategy.

Yes

Paragraph 34 of the Company‘s Articles of Association

stipulates the power of the Company’s Board to approve

the Company’s strategy and supervise its

implementation.

In addition, in carrying out its supervisory function the

Board regularly reviews reports on the implementation of

the strategy.

168

3.1.2. The Board, as the collegial management body

of the company, performs the functions assigned to

it by the Law and the company’s Articles of

Association and, in cases where the company does

not have a Supervisory Board, also performs the

supervisory functions provided for in the Law. In

carrying out its functions, the Board should take into

account the needs of the company, shareholders,

employees and other stakeholders, as appropriate, in

order to build a sustainable business.

Yes

Section 7.3 of the Company’s Articles of Association

stipulates that the Company’s Board undertakes the

supervisory functions. By performing the functions

assigned to it, the Board takes into account the Audit

Committee’s recommendations, as well as the needs of

the company’s shareholders, employees and other

stakeholders.

3.1.3. The Board should ensure compliance with

the laws and internal company policies applicable to

the company or group of companies to which it

belongs. It should also put in place appropriate risk

management and control measures to ensure regular

and direct accountability of executives.

Yes

Article 36 paragraph (xxi) of the Company’s Articles of

Association provides that the Board takes decisions on

the non-application to the Company or the application

with exceptions of the documents applicable at the level

of the Group of companies approved by the Board of the

parent company.

The Board ensures and regularly monitors the

implementation of the documents it approves (strategy,

performance plans, budget, etc.) within the Company.

3.1.4. Moreover, the management board should

ensure that the measures included into the OECD

Good Practice Guidance

on Internal Controls, Ethics

and Compliance are applied at the company in order

to ensure adherence to the applicable laws, rules and

standards.

Yes

The Company’s Board ensures and monitors

implementation of internal controls, ethics and

compliance measures as follows:

- there is an internal audit function at the group level;

- the Audit Committee is formed at the group level,

mostly consisting of independent members, with the

internal audit function accountable to it;

- there is the Code of Conduct and the EPSO-G Group

Anti-Corruption Policy, the EPSO-G Group Sponsorship

and Charity Policy, Sponsorship and Charity Policy, and

the EPSO-G Group Conflict of Interest Management

Policy in place.

3.1.5. In appointing the Company’s CEO, the Board

should take into account the appropriate balance of

qualifications, experience and competence of the

candidate.

Yes

When the Board appoints the head of the Company, it

follows the procedure approved by Resolution of the

Government of the Republic of Lithuania for the selection

of candidates to a collegial supervisory or management

body of a state-owned or municipal enterprise or of a

company or its subsidiary owned by a state-owned or

municipal enterprise, also takes into account the

recommendations of the Remuneration and Nomination

Committee (Clause 53 of the Company’s Articles of

Association), and the appropriate balance between the

candidate‘s qualification, experience and competence.

Article 55 of the Company’s Articles of Association

provides that, when assessing the suitability of a

candidate for the position of CEO, the Board shall assess

the candidate’s compliance with the requirements set

out in the Articles of Association and applicable

legislation and may, for that purpose, require the

candidate to submit documents substantiating such

compliance and/or request the competent public

authorities to provide the necessary information about

the candidate.

3.2. Establishment of the Board

For the purposes of this Code, heads of the administration are the employees of the company who hold top level management

positions.

For the purposes of this Code, the criteria of independence of members of the supervisory council are interpreted as the criteria of

unrelated parties defined in Article 31(7) and (8) of the Law on Companies of the Republic of Lithuania.

169

3.2.1. The members of the Board elected by the

Supervisory Board or by the General Meeting of

Shareholders if no Supervisory Council is established

should collectively ensure a diversity of

qualifications, professional experience and

competences, and strive for gender balance. In order

to maintain an appropriate balance between the

qualifications of the members of the Board, it should

be ensured that the members of the Board as a whole

have a wide range of knowledge, views and

experience to perform their tasks adequately.

Yes

Paragraph 27 of the Company’s Articles of Association

stipulates that in the process of selection of the Board

members it is ensured that the Board consists of at least

2 (two) independent members. Their independence is

established in accordance with the criteria laid down in

the Corporate Governance Code and the Policy for

Management of Interests of Members of Collegial Bodies,

Executives and Employees of the Group, as well as the

requirements set forth in other applicable legal acts. It is

aimed that the Board members have competences that

are required in the areas of responsibility and functions of

the Board.

The selection of the Company’s Board members is carried

out by the Remuneration and Nomination Committee in

accordance with the approved matrix of the Board

competences.

The Board members carry out their performance

assessment on annual basis. In addition, the

Remuneration and Nomination Committee evaluates the

performance of the Board on an annual basis and

provides recommendations on performance

improvement.

3.2.2. The names of the candidates for election to

the Board, their education, qualifications,

professional experience, positions held, other

relevant professional commitments and potential

conflicts of interest should be disclosed, without

prejudice to the requirements of the legislation

governing the processing of personal data, at the

meeting of the Supervisory Council at which the

Board or its individual members will be elected. If the

Supervisory Council is not established, the

information set out in this point should be submitted

to the General Meeting of Shareholders.

The Board should compile the data on its members

referred to in this point each year and disclose it in

the company’s annual report.

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

3.2.3. All new members of the Board should be

briefed on their duties, the company’s structure and

its activities.

Yes

The Board members are introduced to their duties, the

structure and activities of the Company by sharing with

them the Company‘s corporate documents – a set of

such documents is sent by email to the newly elected

Board members.

3.2.4. Members of the Board should be appointed

for a fixed term, with the possibility of individual re-

election, in order to ensure the necessary growth in

professional experience and sufficiently frequent

reconfirmation of their status.

Yes

Paragraph 26 of the Company’s Articles of Association

stipulates that the Board is a collegial management body

of the Company consisting of five members. The

members of the Board are elected for a four-year term of

office by the General Meeting of Shareholders, to which

the Board is accountable. A member of the Board may not

serve as a member of the Board for more than two

consecutive full Board terms and in any case may not

serve as a member of the Board for more than 10 (ten)

consecutive years.

3.2.5. The Chair of the Board should be a person

whose current or former position would not be an

obstacle to the impartial conduct of business. A

former CEO of the company should not immediately

be appointed as a Chair of the Board. Where a

company chooses not to comply with these

recommendations, information should be provided

on the measures taken to ensure operational

impartiality.

Yes

Paragraph 28 of the Company’s Articles of Association

stipulates the criteria prohibiting a person to be elected

as a member of the Board.

Article 28 of the Company’s Articles of Association

provides the criteria according to which a person cannot

be elected as a member of the Board. Article 46 of the

Company’s Articles of Association provides that the

chairperson of the Board should be elected from among

the Board members nominated by the parent company.

170

3.2.6. Each member should devote sufficient time

and attention to his or her duties as a Board member.

If a member of the Board has attended less than half

of the meetings of the Board during the company’s

financial year, the company’s Supervisory Council

should be informed, or, if there is no Supervisory

Council, the General Meeting of Shareholders.

Yes

The Board members actively attend the meetings, and

the minutes of the meetings provide records of

attendance and voting by the Board members during the

decision-making process.

As provided for in Paragraph 51 of the Company’s Articles

of Association, the Board of the Company shall account

for its activities by providing the General Meeting of

Shareholders with its annual report of activities on the

Board, including information about adopted resolutions

and the annual self-assessment. The report can be

submitted within the framework of the annual report of

the Company.

3.2.7. If, in the cases provided for in the Law, when

the Board is elected in the absence of a Supervisory

Council, some of the members of the Board will be

independent

, it should be published which members

of the Board are considered independent. The Board

may decide that a particular member of the Board,

although fulfilling all the criteria for independence set

out in the Law, may not be considered independent

because of special personal or company-related

circumstances.

Yes

The Company’s website and the annual report contain

information about the Company's Board members, with

specific indication of which members are independent.

At each Board meeting, the Board members are required

to declare potential conflicts of interest related to the

agenda items.

3.2.8. The amount of remuneration to be paid to

members of the Board for their activities and

participation in Board meetings should be approved

by the company’s General Meeting of Shareholders.

Yes

Article 25 of the Company’s Articles of Association

provides that the General Meeting of Shareholders

decides on the appointment and removal of Board

members, fixing the remuneration of Board members,

conclusion of contracts with Board members and their

standard terms and conditions. Based on the decision of

the General Meeting of Shareholders, a fixed monthly pay

for service at the Board and for activities at the group’s

committees has been set only for independent Board

members.

3.2.9. Board members should act honestly,

diligently and responsibly in the best interests of the

company and its shareholders and represent their

interests, taking into account other interest holders.

They should not pursue personal interests in their

decision-making, should be subject to non-

competition agreements, and should not, to the

detriment of the company's interests, take

advantage of business information and opportunities

that are relevant to the company's activities.

Yes

Taking into account the objective to monitor the absence

of conflicts of interest of the Company‘s Board members,

each year the Board members update their declarations

of interests, and the independent members are assessed

for their independence. In addition, paragraph 31 of the

Company’s Articles of Association stipulates that the

Board members may be employed elsewhere or hold

other job position compatible with their activities in the

Board, including but not limited to executive positions in

other legal entities, a job in a state or statutory service,

duties at the Company and other legal entities (in view of

the restrictions set in paragraph 28 of the Articles of

Association), as well as in legal entities where the

Company or the parent company acts as a member, only

by providing a prior notice to the Company’s Board. The

Company has adopted the Policy of Management of

Interests of Members of Collegial Bodies, Executives and

Employees of EPSO-G Group. Members of the Boards

have signed commitments to protect the information

confidential. No-compete agreements are not concluded

with the members of the Board. The need for such

agreements was not established because the Company

conducts a monopoly business.

171

3.2.10. Every year the management board should

carry out an assessment of its activities. It should

include an assessment of the structure, organisation

and ability to act as a group, as well as an assessment

of the competence and effectiveness of each

member of the Board and an assessment of whether

the Board has achieved its stated performance

objectives. The management board should, at least

once a year, make public respective information

about its internal structure and working procedures

in observance of the legal acts regulating the

processing of personal data.

Yes

The Board carries out a self-assessment of its activities

annually, and on its basis prepares a performance

improvement plan.

In addition, the Remuneration and Nomination

Committee and the Audit Committee, acting at the EPSO-

G Group level, evaluate annually decisions made by the

Board and provide recommendations on performance

improvement

The results of assessment of the Board’s activities are

presented in the Company’s annual report.

4 Principle: Working procedures of the Company’s Supervisory Council and the Board

The company's procedures for the work of the Supervisory Council, if established, and the Board should ensure the effective work

and decision-making of these bodies and promote active cooperation between the company’s bodies.

4.1. The Board and the Supervisory Council, if

established, should work closely together for the

benefit of both the company and its shareholders.

Good corporate governance requires an open

discussion between the management board and the

supervisory board. The Board should regularly and, if

necessary, promptly inform the Supervisory Council

of all matters of importance to the company in

relation to planning, business development, risk

management and control, and compliance with the

company’s obligations. The Board should inform the

supervisory board about any derogations in its

business development from the previously

formulated plans and objectives by specifying the

reasons for this.

Not

applicable

The Supervisory Council is not formed at the Company.

4.2. It is recommended that meetings of the

company’s collegial bodies be held at appropriate

intervals in accordance with a pre-approved

schedule. It is up to each company to decide on the

frequency of meetings of the collegial bodies, but it is

recommended that they should be held at such a

frequency as to ensure the uninterrupted discussion

of the company’s key governance issues. Meetings of

the company’s collegiate bodies should be convened

at least once a quarter of the year.

Yes

Article 45 of the Company’s Article of Association

provides that the Board shall adopt its resolutions at the

meetings of the Board. The regulation of the convocation

of Board meetings and the voting procedure, as well as

other procedural issues shall be as provided by the Law

on Companies and related legal acts, and shall be defined

in detail in the rules of procedure of the Board, which shall

be approved by the Board.

At the end/beginning of each year, the Company’s Board

approves the schedule and activity plan (a preliminary

agenda for the respective Board meeting) for the

upcoming/current year.

4.3. The members of the collegial body should be

informed in advance of the convening of the meeting

in order to allow sufficient time for adequate

preparation of the issues to be discussed at the

meeting and for the discussion leading to the

adoption of decisions. The members of the collegial

body should be provided with all relevant material

relating to the agenda of the meeting together with

the notice of the meeting. The agenda should not be

amended or supplemented during a meeting unless

all members of the collegiate body are present and

agree to such amendment or supplementation or

unless there is an urgent need to deal with important

matters of the company.

Yes

The work of the Board is guided by the Rules of Procedure

of the Board, governing the convening of meetings, the

information of the Board members, the submission of

material and other procedural issues.

According to the Board’s Rules of Procedure, the material

must be submitted to the Board five working days before

the regular meeting.

The Board follows the recommendation to amend the

agenda.

172

4.4. In order to coordinate the work of the company’s

collegial bodies and to ensure an efficient decision-

making process, the chairpersons of the company’s

collegial supervisory and management bodies should

coordinate the dates and agendas of the meetings to

be convened and should cooperate closely on other

issues related to the company’s management.

Meetings of the company’s Supervisory Council

should be open to the members of the company’s

Board, in particular where the meeting deals with

matters relating to the removal of members of the

Board, their liability and the determination of

remuneration.

Not

applicable

The Supervisory Council is not formed at the Company.

5 Principle: Nomination, Remuneration and Audit Committees

5.1. Purpose and composition of committees

The committees established within the company should enhance the effectiveness of the Supervisory Council and, if the

Supervisory Council is not established, of the Board, which performs supervisory functions, by ensuring that decisions are taken

after due deliberation and by helping to organise the work in such a way as to ensure that decisions are not affected by material

conflicts of interest.

The Committees should act independently and in a principled manner and make recommendations related to the decision of the

collegial body, but the final decision is taken by the collegial body itself.

5.1.1. Depending on the specific circumstances of the

company and the governance structure chosen, the

company’s Supervisory Council and, if the

Supervisory Council not established, the Board,

which performs the supervisory functions, form

committees. It is recommended that the collegial

body form Nomination, Remuneration and Audit

committees

Yes

The Company has the Remuneration and Nomination

Committee at the Group level, which is formed by the

Board of EPSO-G UAB and acts in accordance with the

regulations approved by the body that forms it, and the

Audit Committee at the Group level, which is formed by

the sole shareholder EPSO-G UAB and acts in accordance

with the regulations approved by the body that forms it.

Given the close links between remuneration and

nomination issues and the need for experts with the

same qualifications, it has been decided to form a single

Remuneration and Nomination Committee.

5.1.2. Companies may decide to have fewer than

three committees. In this case, companies should

provide an explanation as to why they have chosen

the alternative approach and how the chosen

approach meets the objectives set by the three

separate Committees.

Yes

5.1.3. The functions assigned to the committees

formed in companies may be performed by the

collegial body itself in the cases provided for by law.

In such a case, the provisions of this Code relating to

committees (in particular as regards their role,

functioning and transparency) should, where

appropriate, apply to the collegiate body as a whole.

Not

applicable

Please see par. 5.1.1.

5.1.4. Committees established by the collegial body

should normally be composed of at least three

members. Subject to the requirements of the legal

acts, committees could be comprised only of two

members as well. Members of each committee should

be selected on the basis of their competences by

giving priority to independent members of the

collegial body. The chair of the management board

should not serve as the chair of committees.

Yes

Paragraphs 7.8 and 7.9 of the Articles of Association of

EPSO-G UAB regulate the formation of committees at the

EPSO-G Group level and the areas of their competence.

The aforementioned statutes state that the

Remuneration and Nomination and Audit Committees

shall consist of at least three members.

It is ensured that from among three members there is at

least one independent member in the Remuneration and

Nomination Committee, and more than half of the

members in the Audit Committee.

Not all members of the Remuneration and Nomination

Committee and the Audit Committee are appointed from

the Board of EPSO-G. One member to each of the

committees is appointed on the basis of competence

when performing the external selection of an

independent member of the committee.

The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial

Statements of the Republic of Lithuania provides that public-interest entities (including but not limited to public limited liability

companies whose securities are traded on a regulated market of the Republic of Lithuania and/or of any other Member State) are

under the obligation to set up an audit committee (the legal acts provide for the exemptions where the functions of the audit

committee may be carried out by the collegial body performing the supervisory functions).

173

5.1.5. The authority of each committee formed

should be determined by the collegial body itself.

Committees should perform their duties according to

the authority delegated to them and regularly report

to the collegial body on their activities and

performance on a regular basis. The Rules of

Procedure of each committee, defining its role and

specifying its rights and duties, should be published

at least once a year (as part of the information that

the company publishes annually about its

governance structure and practices).

Companies should also publish each year in their

annual report, without prejudice to the requirements

of the legislation on the processing of personal data,

the composition, number of meetings and

attendance of members of the existing committees

during the previous year, as well as the main

operational goals and their performance.

Yes

The authority of the committees is determined in the

Articles of Association of EPSO-G UAB and under the

decision of the body forming the committee – the

Regulations of the Remuneration and Nomination

Committee are approved by the decision of the Board of

EPSO-G UAB, and the Regulations of the Audit Committee

are approved by the decision of the sole shareholder

EPSO-G UAB, as it is permitted by the Requirements for

Members of the Audit Committee approved by the Bank

of Lithuania (Article 10).

The Regulations of the Committees are available on

EPSO-G UAB website. Information about the composition,

activities of the committees and other information is

presented in the consolidated Group’s annual report.

5.1.6. In order to ensure the independence and

objectivity of committees, members of the collegial

body who are not members of the committee should

normally be entitled to attend committee meetings

only at the invitation of the committee. The

Committee may invite or require the attendance of

certain employees or experts of the Company. The

Chair of each committee should be able to

communicate directly with shareholders. The cases

in which this should be done should be specified in

the rules governing the operation of the Committee.

Yes

The Regulations of the Committees provide for the right

of the members of the Committees to invite, at their

discretion, to their meetings the members of the bodies

of the companies of the EPSO-G UAB group of companies,

employees, representatives, candidates for certain

positions or other persons and to obtain from them the

necessary explanations within their competence as well

as require for that purpose that necessary actions would

be carried out needed for the performance of the

functions of the Committees.

5.2. Nomination committee.

5.2.1. The key functions of the nomination committee

should be the following:

(1) to select candidates to fill vacancies in the

membership of supervisory and management bodies

and the administration and recommend the collegial

body to approve them. The Nomination Committee

should assess the balance of skills, knowledge and

experience in the governing body, develop a

description of the functions and skills required for the

specific position and assess the time required to

complete the assignment;

(2) to assess, on a regular basis, the structure, size

and composition of the supervisory and management

bodies as well as the skills, knowledge and activity of

its members, and provide the collegial body with

recommendations on how the required changes

should be sought;

(3) to devote the attention necessary to ensure

succession planning.

Yes

The Remuneration and Nomination Committee of EPSO-

G UAB serves as the advisory body to the Board of EPSO-

G UAB and to the Company’s Board. The main functions of

the Committee are as follows:

assistance in the selection of candidates to members

of the bodies in all the group companies;

provision of recommendations for the group

companies on appointment of members to the

management bodies, conclusion of contracts with

them and determination of remuneration for them;

provision of recommendations on the policies of the

group companies that govern the remuneration policy

and employee performance assessment;

provision of recommendations on the system of

succession of critical positions.

makes recommendations on the system of equal

opportunities, inclusion and diversity promotion within

the Group;

etc.

5.2.2. The Company’s CEO should be consulted on

matters relating to members of the collegial body

who have an employment relationship with the

company and to the Senior Management, with the

right to make proposals to the Nomination

Committee.

Yes

The Regulations establish that the right of initiative to

convene the Remuneration and Nomination Committee is

exercised by the boards or CEOs of the Group of

companies that also propose the agenda of the meeting

by submitting issue-related materials and draft

resolutions.

Currently, the Company’s Board has no members who

have employment relations with the Company.

5.3. Remuneration Committee.

174

The main functions of the Remuneration Committee

should be:

1) submit to the collegial body proposals on the

remuneration policy applied to members of the

supervisory and management bodies and the

heads of the administration for approval. Such

policies should cover all forms of remuneration,

including fixed remuneration, performance-

related remuneration, financial incentive

schemes, pension schemes, severance

payments, as well as conditions that would allow

the company to recover amounts or suspend

payments, indicating the circumstances that

would make it appropriate;

2) submit to the collegial body proposals regarding

individual remuneration for members of the

collegial bodies and the heads of the

administration in order to ensure that they would

be consistent with the company's remuneration

policy and the evaluation of the performance of

the persons concerned;

3) review, on a regular basis, the remuneration

policy and its implementation.

Yes

The Company has a single Remuneration and Nomination

Committee, with functions described in detail in point

5.2.1.

5.4.

Audit Committee.

5.4.1.

The key functions of the audit committee are

defined in the legal acts regulating the

activities of the audit committee

Yes

The Audit Committee of EPSO-G UAB serves as the

advisory body to the Board of EPSO-G UAB and to the

Company’s Board. The main functions of the Committee

are as follows:

supervision of the preparation of the financial

statements of the companies of the Group and

performance of their audit;

ensuring compliance with the principles of

independence and objectivity by the auditors and

audit firms of the companies of the Group;

oversight of the effectiveness of the Group

companies’ internal control, risk management and

internal audit systems and business processes;

responsibility for control over provision of non-audit

services by the auditor and/or audit firm of the Group

companies;

ensuring the functioning of the complaints system and

complaints handling;

evaluation of transactions with related parties.

5.4.2.

All members of the committee should be

provided with detailed information on specific

issues of the company’s accounting system,

finances and operations. The Audit Committee

should be informed by the company’s

executives of the accounting treatment of

significant and unusual transactions, which

may be accounted for in different ways.

Please see par. 5.4.1.

For the purposes of this Code, heads of the administration are the employees of the company who hold top level management

positions.

For the purposes of this Code, the criteria of independence of members of the supervisory council are interpreted as the criteria of

unrelated parties defined in Article 31(7) and (8) of the Law on Companies of the Republic of Lithuania.

Issues related to the activities of audit committees are regulated by Regulation No 537/2014 of the European Parliament and the

Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities, the Law on the Audit of Financial

Statements of the Republic of Lithuania, and the Rules Regulating the Activities of Audit Committees approved by the Bank of

Lithuania.

175

5.4.3. The Audit Committee should decide whether

the participation of the chair of the management

board, CEO of the Company, the chief finance officer

(or senior employees responsible for finance and

accounting), the internal and external auditors in its

meetings is required (and, if required, when). The

Committee should be able to meet the persons

concerned, if necessary, without the presence of

members of the management bodies.

Yes

The Regulations of the Audit Committee stipulate that

the members of the Committee, at their own discretion,

may invite to their meetings the members of the bodies of

the companies of the group, their employees,

representatives, candidates for certain positions or other

persons, and obtain from them the necessary

explanations within their competence, as well as require

for that purpose that necessary actions would be taken

for the performance of the functions of the Committee.

5.4.4. The Audit Committee should be informed about

the internal auditor’s work programme and should be

furnished with internal audit reports or periodic

summaries. The Audit Committee should also be

informed of the work programme of the external

auditors and should receive a report from the audit

firm describing any relationship between the

independent audit company and the company and its

group.

Yes

Please see par. 5.4.3.

The Audit Committee is regularly, at least quarterly,

informed about the internal audit reports and at least

once every six months, with the internal audit plan and it

may provide recommendations with regard to them to the

boards of the companies of the EPSO-G Group. The Audit

Committee organises meetings with the external

auditors to discuss the auditors’ work program and

uncertainties arising during the audit, and after the

performance of the external audit, their conclusions and

recommendations are discussed with the external

auditors. Each year, before the start of annual audits, the

audit firm submits its declaration of independence to the

Audit Committee and to the companies.

5.4.5. The Audit Committee should examine whether

the company complies with the applicable provisions

regulating the possibility of lodging a complaint or

reporting anonymously his/her suspicions of

potential violations committed at the company and

should also ensure that there is a procedure in place

for proportionate and independent investigation of

such issues and appropriate follow-up actions.

Yes

The Regulations of the Audit Committee stipulate that

the Audit Committee ensures the effective functioning of

the complaints system and the proportionate and

independent investigation of submitted complaints. In

the implementation of this function, the Chairperson of

the Audit Committee is immediately informed about

significant complaints received. In addition, the Audit

Committee is regularly reported on all complaints

received by the companies of the EPSO-G Group, their

investigation and decisions made on the basis of the

findings of investigations carried out.

5.4.6. The Audit Committee should submit to the

supervisory board or, where the supervisory board is

not formed, to the management board its activity

report at least once in every six months, at the time

that annual and half-yearly reports are approved.

Yes

The Regulations of the Audit Committee stipulate that

the Audit Committee submits quarterly activity reports to

the Board.

In addition, it submit a consolidated activity report to the

Ordinary General Meeting of Shareholders and to the

Board of EPSO-G UAB.

6 Principle: Avoidance and disclosure of conflicts of interest

The corporate governance framework should encourage members of the company’s supervisory and management bodies to

avoid conflicts of interest and ensure a transparent and effective mechanism of disclosure of conflicts of interest related to

members of the supervisory and management bodies.

The corporate governance system should recognise the rights of stakeholders as established by law and promote active

cooperation between the company and stakeholders to create wealth, jobs and financial stability. In the context of this principle,

stakeholders include investors, employees, creditors, suppliers, customers, the local community and others with an interest in

the company.

A member of a company’s supervisory and

management body should avoid a situation where his

or her personal interests conflict or may conflict with

the interests of the company. If such a situation does

arise, a member of the supervisory or management

body of the company should, within a reasonable

period of time, inform the other members of the same

body, or the body of the company that elected him or

her, or the shareholders of the company of the

existence of such a conflict of interests, indicating

the nature of the interests and, where possible, the

value.

Yes

This obligation is set out in paragraphs 56-57 of the

Company’s Articles of Association, the Regulations of the

management bodies, and the Policy of Management of

Interests of Members of Collegial Bodies, Executives and

Employees of EPSO-G Group.

Article 30 of the Company’s Articles of Association

stipulates that upon emergence of new circumstances,

which may lead to a conflict of interests of a member of

the Board, the member of the Board must notify the Board

and the Company of such new circumstances without

any undue delay.

176

7 Principle: Company’s remuneration policy

The company’s remuneration policy and the procedures for its review and disclosure should prevent potential conflicts of interest

and abuse in determining the remuneration of the members of the collegiate bodies and of the executives, and ensure the

openness and transparency of the company's remuneration policy, as well as the company’s long-term strategy.

7.1. The company should approve and post the

remuneration policy on the website of the company;

such policy should be reviewed on a regular basis and

be consistent with the company’s long-term

strategy.

Yes

The Company applies the Guidelines for Determining the

Remuneration for Service at the Bodies of EPSO-G UAB

and EPSO-G UAB Group Companies, which are approved

by the sole shareholder EPSO-G UAB and are available to

public.

The Company applies in full EPSO-G Group’s

Remuneration, Performance Appraisal and Training

Policy. The Remuneration Policy is available to the public.

7.2. The remuneration policy should include all forms

of remuneration, including the fixed-rate

remuneration, performance-based remuneration,

financial incentive schemes, pension arrangements

and termination payments as well as the conditions

specifying the cases where the company can recover

the disbursed amounts or suspend the payments.

Yes

All possible forms of remuneration for collegiate bodies

and employees are set out in the Guidelines for

determining remuneration for activities in the corporate

bodies of EPSO-G UAB and EPSO-G Group and in the

Remuneration, Performance Assessment and

Development Policy of the EPSO-G Group. Both

documents are made public.

7.3. With a view to avoid potential conflicts of

interest, the remuneration policy should provide that

members of the collegial bodies which perform the

supervisory functions should not receive

remuneration based on the company’s performance.

Yes

The Company applies the Guidelines for Determining the

Remuneration for Service at the Bodies of EPSO-G UAB

and the EPSO-G Group Companies, which define a fixed

remuneration for independent members of the collegial

bodies. The members of the Board do not receive

remuneration (bonuses) based on the Company’s

performance.

7.4. The remuneration policy should provide

sufficient information on the policy regarding

termination payments. Termination payments should

not exceed a fixed amount or a fixed number of

annual salaries and should generally not exceed a

fraction of two years' fixed remuneration or its

equivalent. Termination payments should not be paid

if the contract is terminated because of poor

performance.

The Remuneration, Performance Appraisal and Training

Policy of the EPSO-G Group stipulates that the Group

companies do not enter into advance agreements on the

amounts of termination benefits (except for the heads of

the companies whose terms of employment are

determined by the Board). The amounts of termination

benefits are determined by taking into account the

mandatory minimum amounts of such benefits

established by the provisions of labour law, except for

exceptional cases when there are objective reasons for

the agreement on higher amounts of benefits. The Board

of the company shall be informed about the payment of

such benefits and the grounds for their payment during

the upcoming meeting

7.5. In the event that the financial incentive scheme is

applied at the company, the remuneration policy

should contain sufficient information about the

retention of shares after the award thereof. In the

case of a share-based award, the shares should not

vest for at least three years after the award. After

vesting, members of the collegiate bodies and

executives should retain a certain number of shares

until the end of their term of office, depending on the

need to cover any costs associated with the

acquisition of shares.

Not

applicable

No such schemes are applied at the Company.

7.6. The Company should publish information about

the implementation of the remuneration policy on its

website, with a key focus on the remuneration policy

in respect of the collegial bodies and managers in the

next and, where relevant, subsequent financial years.

It should also provide an overview of how the

remuneration policy was implemented in the previous

financial year. This type of information should not

contain information of commercial value. Particular

attention should be paid to significant changes in the

company's remuneration policy compared to the

previous financial year.

Yes

General information on the implementation of the

Remuneration Policy and average salary levels by each

category of employees are disclosed to public in the

Company’s annual report.

According to Article 25(5) of the Law on Energy of the

Republic of Lithuania, the Company discloses

remuneration of the members of the Company’s

management bodies, and other benefits related to the

functions of the members of the management bodies.

Information on employee remuneration is made available

to public on a quarterly basis on the Company’s website.

177

7.7. It is recommended that the remuneration policy

or any major change of the policy should be included

on the agenda of the general meeting of

shareholders.

Schemes where members of the collegial body and

employees are remunerated in shares or share

options should be approved by the General Meeting

of Shareholders.

Yes

Not

applicable

The remuneration of the members of the Company’s

Board is determined by the General Meeting of

Shareholders of the Company. When determining the

remuneration, the Company follows the Guidelines for

Determining the Remuneration for Service at the Bodies

of EPSO-G UAB and the EPSO-G Group Companies, which

are approved by the sole shareholder EPSO-G UAB.

Such schemes are not applied at the Company.

8 Principle: Role of stakeholders in corporate governance

The corporate governance framework should recognise the rights of stakeholders entrenched in the laws or mutual agreements

and encourage active cooperation between the company and stakeholders in creating the company value, jobs and financial

sustainability. In the context of this principle, stakeholders include investors, employees, creditors, suppliers, customers, the

local community and others with an interest in the company.

8.1. The corporate governance framework should

ensure that the rights and lawful interests of

stakeholders are protected.

Yes

The Company has adopted the Transparency and

Communication Policy of the EPSO-G Group of

Companies, which establishes goals to increase

awareness and understanding of stakeholders about the

activities of the EPSO-G Group of companies and

individual group companies; to ensure employee

engagement; to create and maintain sustainable

relationship with stakeholders based on mutual respect.

8.2. The corporate governance framework should

create conditions for stakeholders to participate in

corporate governance in the manner prescribed by

law. Examples of participation by stakeholders in

corporate governance include the participation of

employees or their representatives in the adoption of

decisions that are important for the company,

consultations with employees or their

representatives on corporate governance and other

important matters, participation of employees in the

company’s authorised capital, involvement of

creditors in corporate governance in the cases of the

company's insolvency, etc.

Yes

The Company, together with the representatives of the

Company’s employees, conducts consultations,

negotiations and briefings on the processes for

improving efficiency of the Company’s operations.

Stakeholders can take part in the corporate governance

to the extent permitted by law.

8.3. Where stakeholders participate in the corporate

governance process, they should have access to

relevant information.

Yes

The stakeholders are provided with the conditions to

familiarise themselves with the required information.

8.4. Stakeholders should be provided with the

possibility of reporting confidentially any illegal or

unethical practices to the collegial body performing

the supervisory function.

Yes

The Company’s Trust Line contacts are available to public

on the Company’s official website. The contacts can be

used by the stakeholders to report any incidents of

violation of environmental, occupational health and

safety requirements, unethical or inappropriate work

practices, violation of anti-corruption requirements. The

stakeholders are introduced to the possibility to contact

directly the head of the Company or the chairperson of

the Board.

The Audit Committee operating at the level of the EPSO-

G Group of companies ensures the functioning of the

system of lodging complaints and their handling.

9 Principle: Disclosure of information

The corporate governance framework should ensure that timely and accurate disclosures are made on all material matters

concerning the company, including its financial position, performance and corporate governance.

9.1. Without prejudice to the Company’s procedures

for confidential information and trade secrets, as well

as to the requirements of the legislation governing

the processing of personal data, the Company’s

public disclosures should include, but not be limited

to:

Yes

The Company applies the Transparency and

Communication Policy of the EPSO-G Group, based on

which the essential financial and non-financial

information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

9.2. the company’s performance and financial

results;

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

9.3. the company's business objectives and non-

financial information;

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

178

9.4. the persons owning or controlling a

shareholding in the company, directly and/or

indirectly and/or jointly with associated

persons, as well as the structure of the group

of companies and the interrelationships

between them, with an indication of the

ultimate beneficial owner;

Yes

Information is disclosed to public in the Company’s

interim and annual reports and on the Company’s and/or

the Group companies’ website.

9.5. the members of the Company’s supervisory

and management bodies, which of them are

considered independent, the Company’s CEO,

their shareholdings or votes in the Company,

and their involvement in the management of

other companies, their competence and

remuneration;

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

9.6. reports from existing committees on their

composition, number of meetings and

attendance of members during the previous

year, as well as on their main activities and

results;

Yes

Information is disclosed to public in the Company’s

interim and annual reports and on the Company’s and/or

the Group companies’ website.

9.7. the potential key risk factors, the company’s

risk management and supervision policy;

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

9.8. the company’s transactions with related

parties;

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

9.9. key issues relating to employees and other

stakeholders (e.g. human resources policies,

employee participation in the management of

the company, incentives in the form of shares

or share options, relations with creditors,

suppliers, the local community, etc.);

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

9.10. the company’s governance structure and

strategy;

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

9.11. initiatives and measures of social

responsibility policy and anti-corruption fight,

significant current or planned investment

projects.

This list is deemed minimum and companies are

encouraged not to restrict themselves to the

disclosure of information included into this list. This

principle of the Code does not relieve a company of

its obligation to disclose information as required by

law.

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

179

9.12. When disclosing the information specified in

Item 9.1.1 of recommendation 9.1, it is recommended

that the company which is a parent company in

respect of other companies should disclose

information about the consolidated results of the

whole group of companies.

Yes

EPSO-G UAB, as a parent company, discloses

consolidated information in the consolidated annual

report.

9.13. When disclosing the information specified in

Item 9.1.4 of recommendation 9.1, it is recommended

that the information on the professional experience

and qualifications of members of the Company’s

supervisory and management bodies and the

manager of the company as well as potential conflicts

of interest which could affect their decisions should

be provided. It is further recommended that the

remuneration or other income of members of the

company’s supervisory and management bodies and

CEO of the company should be disclosed, as provided

for in greater detail in Principle 7.

Yes

Information is disclosed to public in the Company’s

interim and annual report and on the Company’s official

website.

9.14. Information should be disclosed in such manner

that no shareholders or investors are discriminated in

terms of the method of receipt and scope of

information. Information should be disclosed to all

parties concerned at the same time.

Yes

The Company discloses the information via the

information disclosure system used by the NASDAQ

Vilnius stock exchange in the Lithuanian and English

languages simultaneously. The Company discloses

information prior to or after a trading session at NASDAQ

Vilnius Stock Exchange and presents it simultaneously to

all the markets in which the Company’s stock is traded.

The Company does not disclose information that may

affect the price of its stock in any comments, interviews

or by any other means until such information is provided

through the information disclosure system of the stock

exchange.

10 Principle: Selection of the Company’s audit firm

The Company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm.

10.1. With a view to obtain an objective opinion on the

company’s financial position and financial

performance results, the company’s annual financial

statements and the financial information provided in

its annual report should be audited by an

independent audit firm.

Yes

The Company’s financial information is audited by an

independent audit firm.

The independent auditor is appointed by the General

Meeting of Shareholders.

10.2. It is recommended that the audit firm would be

proposed to the general meeting of shareholders by

the supervisory board or, if the supervisory board is

not formed at the company, by the management

board of the company.

Yes

The Audit Committee operating at the Group level takes

part in the selection process of an auditor, by

recommending a candidate for the independent auditor

to the Company’s Board. As the Board assesses the

candidate proposed by the Audit Committee, it proposes

the candidate for the approval by the General Meeting of

Shareholders.

10.3. In the event that the audit firm has received

remuneration from the company for the non-audit

services provided, the company should disclose this

publicly. This information should also be available to

the Supervisory Council or, if the Supervisory Council

is not formed at the company, by the management

board of the company when considering which audit

firm should be proposed to the general meeting of

shareholders.

Yes

The fee for non-audit services received by the audit firm

is made available to public by the Company. The non-

audit services provided by the audit company shall be in

accordance with the policy approved by the Audit

Committee of EPSO-G Group on the purchase of non-

audit services from the audit company or from any

network to which the audit company belongs.

The provision of non-audit services is supervised by the

Audit Committee operating at the Group level, which has

all the necessary information about the auditor to provide

recommends to the Board on a candidate for the

independent auditor.

180

INFORMATION ON COMPLIANCE WITH TRANSPARENCY GUIDELINES

EPSO-G UAB and its subsidiaries comply

with Resolution No 1052 of the Government of 14 July 2010 On

the Approval of the Description of the Guidelines for Ensuring the Transparency of the Activities of State-

Owned Enterprises (hereinafter the “Transparency Guidelines”). The application of the Transparency

Guidelines is mandatory to EPSO-G as it is a state-owned enterprise (hereinafter the “SOE”). In order to

ensure compliance with the Transparency Guidelines across EPSO-G Group, the Business Transparency

and Communication Policy of the EPSO-G Group was approved at the Group level, which considers in detail

the requirements set forth in the Transparency Guidelines, and defines their applicability to the EPSO-G

Group companies.

Implementation of the Transparency Guidelines is largely ensured by Amber Grid AB through disclosure of

information in the annual report and on the official website of Amber Grid, where information is disclosed

in the format that is acceptable and comprehensible to the stakeholders.

Article 3 of the Transparency Guidelines stipulates that SOE complies with the provisions of the Corporate

Governance Code for the Companies Listed on Nasdaq Vilnius AB

that are related to public disclosure of

information. Information on how Amber Grid complies with the provisions of the Code is provided in Annex

to Amber Grid’s Annual Report - Amber Grid Notice of Compliance with the Corporate Governance Code

for the Companies Listed on Nasdaq Vilnius AB.

Below is structured information on the implementation of the Transparency Guidelines:

Under Article 17.11 of the Transparency Guidelines, in the event of failure to comply with the Transparency Guidelines, the

reasons for such non-compliance must be explained.

Corporate Governance Code for the Companies Listed on Nasdaq Vilnius approved at the Board meeting of Nasdaq Vilnius AB on

15 January 2019, Minutes No 19-63.

The following information must be published/other requirements must be implemented on

Amber Grid’s website (www.ambergrid.lt):

Company name, company code and the register in which the data on the Company is collected and stored,

registered office (address)

Implemented

Legal form, in case Amber Grid is restructured, reorganised (the way of reorganisation is to be indicated),

under liquidation, in the process of bankruptcy or bankrupt

Not

applicable

Information on the authority representing the State, i.e. the Ministry of Energy, and link to its official website

Implemented

Operational objectives, vision and mission

Implemented

Structure

Implemented

CEO’s details*

Implemented

Data on the chair and members of the Board*

Implemented

Details of the chair and members of the Supervisory Council*

Not

applicable

Names of committees, their chairs and members*

Not

applicable

The following details are published: name, surname, date of commencement of duties, other management positions held in

other legal entities, education, qualifications, professional experience; whether the member of the collegial body is elected or

appointed as an independent member.

Total amount of the nominal values of the shares owned by the State (to the nearest euro cent) and the

percentage of Amber Grid’s issued capital

Implemented

Implementation of special obligations established under the recommendations approved by the Minister of

Economy and Innovations of the Republic of Lithuania: the purpose of special obligations, budget allocations

Implemented

181

in the current calendar year for fulfilment of special obligations, and the legal acts under which the SOE is

assigned to fulfil special obligation, the terms for fulfilment of special obligation and/or the regulated pricing

Information on corporate social responsibility initiatives and measures, major investment projects underway

or planned

Implemented

If Amber Grid is a member of other legal entities (not applicable to subsidiaries and second-tier subsidiaries),

the name, code, and register in which data on the Company is compiled and stored, registered address, and

official websites of such legal entities

Not

applicable

A set of Amber Grid’s annual financial statements, Amber Grid’s annual report, as well as an auditor’s report

on Amber Grid’s annual financial statements must be published on Amber Grid’s website within 10 working

days from the date of approval of the set of annual financial statements

Implemented

The sets of Amber Grid’s interim financial statements and Amber Grid’s interim reports must be published on

website not later than within 2 months after the end of the reporting period

Implemented

The following documents must be provided/other requirements must be implemented on

Amber Grid’s website (www.ambergrid.lt):

Amber Grid’s Articles of Association

Implemented

Official Letter of the Ministry of Energy on determining the State’s goals and expectations for Amber Grid

Not

applicable

The business strategy or a summary thereof where the business strategy contains confidential information

or information considered to be a commercial/industrial secret

Implemented

Remuneration policy that covers determination of remuneration for CEO and members of collegial bodies and

committees of Amber Grid

Implemented

Amber Grid annual and interim reports

Implemented

Sets of annual and interim financial statements for a period of at least five years and auditor’s reports on the

annual financial statements

Implemented

The above documents are published in PDF format and are technically printable

Implemented

Other requirements must be met/published in the financial statements and reports:

Amber Grid keeps its accounting records in a way that ensures preparation of the financial statements in

accordance with the International Accounting Standards

Implemented

Amber Grid prepares a set of financial statements for the period of 6 months.

Implemented

In addition to annual report, Amber Grid prepares an interim report for the period 6 months.

Implemented

In addition to the content requirements set forth in the Law on Financial Reporting by Undertakings of the Republic of

Lithuania, the following information must be disclosed by Amber Grid :

Brief description of Amber Grid’s business model

Implemented

Information on significant events occurring during the financial year and after the end of the financial year

(until the date of preparation of annual report) that had material impact on the activities of Amber Grid

Implemented

Results for the objectives set out in the Operational Strategy

Implemented

Profitability, liquidity, asset turnover, debt ratios

Implemented

Compliance with specific obligations

Implemented

Implementation of the investment policy, ongoing and planned investment projects and investments during

the year under review

Implemented

Implementation of the risk management policy applied by Amber Grid

Implemented

Implementation of the dividend policy

Implemented

Implementation of the remuneration policy

Implemented

Total annual salary bill, average monthly salary by position and/or department

Implemented

182

It is recommended that SOEs that are not required to prepare a corporate social responsibility, include

information on environmental, social and human resources, human rights, anti- corruption and anti-bribery

issues in their annual report or annual activity report, as appropriate

Implemented

The consolidated annual report shall include the structure of the group, the name, code and register number

of each subsidiary company in which data on the Company are collected and stored, the registered office

(address), the percentage of shares held in the subsidiary company’s issued capital, and the financial and

non-financial performance of the financial year

Not

applicable

The interim report of Amber Grid includes the following information: a brief description of Amber Grid’s

business model, analysis of financial performance during the reporting period, information on significant

events occurring during the reporting period, profitability, liquidity, asset turnover and debt ratios and

changes therein compared to the respective period in the previous year

Implemented

'Please unpack the Result.zip and reopen this file.'

AMBER GRID AB

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

CONFIRMATION OF RESPONSIBLE PERSONS AND THE INDEPENDENT AUDITOR’S REPORT

Consolidated and separate statement of financial position

(All amounts are in EUR ’000 unless otherwise stated)

		Company¹
	Notes	As at 31 December 2024	As at 31 December 2023
ASSETS
Non-current assets
Intangible assets	5	2,210	2,559
Property, plant and equipment	6	276,754	284,353
Right-of-use assets	8	4,281	3,100
Investments in subsidiaries and associates	7	3,560	3,644
Derivatives	9	1,153	1,226
Deferred tax assets	33	3,931	4,086
Total non-current assets		291,889	298,968
Current assets
Inventories	10	4,761	4,874
Prepayments		865	794
Trade receivables	11	9,763	9,030
Other receivable	12	13,152	19,074
Prepaid income tax		-	-
Other financial assets	13	6,735	528
Cash and cash equivalents	14	31	121
Total current assets		35,307	34,421
Total assets		327,196	333,389
EQUITY AND LIABILITIES
Equity
Issued capital	15	51,731	51,731
Legal reserve	17	5,173	5,173
Other reserves	17	403	114,430
Revaluation reserve	17	2,479	2,767
Retained earnings		115,842	13,425
Total equity		175,628	187,526
Non-current liabilities
Non-current borrowings	19	55,312	60,962
Lease liabilities	20	3,492	2,933
Contract liabilities	21	1,700	1,530
Provisions	22	937	667
Total non-current liabilities		61,441	66,092
Current liabilities
Current borrowings	19	23,563	25,435
Current portion of non-current borrowings	19	5,919	5,649
Current portion of lease liabilities	20	986	317
Trade payables	23	6,384	5,335
Prepayments received and contract liabilities	24	1,036	622
Income tax liability		1,071	-
Other payables and current liabilities	25	45,197	41,950
Provisions	22	5,971	463
Total current liabilities		90,127	79,771
Total equity and liabilities		327,196	333,389

¹) As the Company has elected to apply the equity method of accounting to its investment in an associate (after the loss of control) in the consolidated and separate financial statements for 2023, there is an overlap between the economic interest (group) and the Company’s figures for 2024 and 2023, and therefore only the Company's figures are presented.

Consolidated and separate statement of comprehensive income

(All amounts are in EUR ’000 unless otherwise stated)

		Company¹		Group
	Notes	2024	2023	2023
Revenue	26	74,310	80,029	80,921
Other income	27	273	1,308	1,308
		74,583	81,337	82,229
Purchases of natural gas and other services	29	(16,079)	(17,441)	(17,441)
Impact of the change of gas balances	29	(430)	(7,911)	(7,911)
Payroll and related expenses	30	(15,501)	(13,840)	(14,096)
Purchases of repair and maintenance services		(2,612)	(3,055)	(3,055)
Other expenses	31	(13,434)	(13,351)	(13,419)
		(48,056)	(55,598)	(55,922)
EBITDA		26,527	25,739	26,307
Dividend income	28	-	542	-
Result on loss of control and revaluation of associates		-	10,146	9,489
Gain (loss) on derivatives		(364)	(208)	(208)
Depreciation and amortisation	5,6,8	(14,932)	(12,595)	(12,680)
Revaluation of property, plant and equipment	6	-	(7,940)	(7,940)
Loss on impairment and write-off of property, plant and equipment		(43)	(229)	(229)
Operating profit (EBIT)		11,188	15,455	14,739
Finance income		186	22	467
Finance costs		(2,352)	(1,780)	(1,781)
Total finance costs, net	32	(2,166)	(1,758)	(1,314)
Share of results of associates	7	480	295	295
Profit before income tax		9,502	13,992	13,720
Income tax
Current year income tax expenses		(1,071)	-	(140)
Deferred tax benefit (expenses)		(125)	(567)	(567)
Total income tax	33	(1,196)	(567)	(707)
Net profit		8,306	13,425	13,013
Other comprehensive income
Items that will not be reclassified to profit or loss
Gain on revaluation of non-current assets	17	-	3,255	3,255
Deferred tax (expenses)	17	(30)	(488)	(488)
Total other comprehensive income		(30)	2,767	2,767
Total comprehensive income for the period		8,276	16,192	15,780

Basic and diluted earnings per share (EUR)	34	0.05	0.08	0.07

¹⁾As the Company has elected to apply the equity method of accounting to its investment in an associate (after the loss of control) in the consolidated and separate financial statements for 2023, there is an overlap between the economic interest (group) and the Company’s figures for 2024, and therefore only the Company's figures are presented.

The accompanying notes form an integral part of these financial statements.

Consolidated statement of changes in equity

(All amounts are in EUR ’000 unless otherwise stated)

	Notes	Issued capital	Legal reserve	Other reserves	Revaluation reserve	Retained earnings	Total
Balance as at 31 December 2022		51,731	5,231	110,768	-	16,074	183,804
Reserves established		-	-	3,662	-	(3,662)	-
Dividends declared		-	-	-	-	(12,058)	(12,058)
Eliminating the impact of loss of control		-	(58)	-	-	58	-
Total transactions with owners		-	(58)	3,662	-	(15,662)	(12,058)
Net profit for the year		-	-	-	-	13,013	13,013
Other comprehensive income	17	-	-	-	2,767	-	2,767
Total comprehensive income for the period		-	-	-	2,767	13,013	15,780
Balance as at 31 December 2023		51,731	5,173	114,430	2,767	13,425	187,526
Depreciation of revaluation reserve and write-offs		-	-	-	(258)	258	-
Reserves cancelled	17	-	-	(114,027)	-	114,027	-
Dividends declared		-	-	-	-	(20,174)	(20,174)
Total transactions with owners		-	-	(114,027)	(258)	94,111	(20,174)
Net profit for the year		-	-	-	-	8,306	8,306
Other comprehensive income	17	-	-	-	(30)	-	(30)
Total comprehensive income for the period		-	-	-	(30)	8,306	8,276
Balance as at 31 December 2024		51,731	5,173	403	2,479	115,842	175,628

The accompanying notes form an integral part of these financial statements.

Separate statement of changes in equity

(All amounts are in EUR ’000 unless otherwise stated)

	Notes	Issued capital	Legal reserve	Other reserves	Revaluation reserve	Retained earnings	Total
Balance as at 31 December 2022		51,731	5,173	110,768	-	15,720	183,392
Reserves established		-	-	3,662	-	(3,662)	-
Dividends declared		-	-	-	-	(12,058)	(12,058)
Total transactions with owners		-	-	3,662	-	(15,720)	(12,058)
Net profit for the year		-	-	-	-	13,425	13,425
Other comprehensive income	17	-	-	-	2,767	-	2,767
Total comprehensive income for the period		-	-	-	2,767	13,425	16,192
Balance as at 31 December 2023		51,731	5,173	114,430	2,767	13,425	187,526
Depreciation of revaluation reserve and write-offs	17	-	-	-	(258)	258	-
Reserves cancelled	17	-	-	(114,027)	-	114,027	-
Dividends declared		-	-	-	-	(20,174)	(20,174)
Total transactions with owners		-	-	(114,027)	(258)	94,111	(20,174)
Net profit for the year		-	-	-	-	8,306	8,306
Other comprehensive income	17	-	-	-	(30)	-	(30)
Total comprehensive income for the period		-	-	-	(30)	8,306	8,276
Balance as at 31 December 2024		51,731	5,173	403	2,479	115,842	175,628

The accompanying notes form an integral part of these financial statements.

Consolidated and separate statement of cash flows

(All amounts are in EUR ’000 unless otherwise stated)

			Company ¹		Group
		Notes	2024	2023	2023
I.	Cash flows from operating activities
I.1.	Net profit		8,306	13,425	13,013
	Adjustments for non-cash items and other corrections:
I.2.	Depreciation and amortisation	5,6,8	14,932	12,595	12,680
I.3.	Revaluation of property, plant and equipment		-	7,940	7,940
I.4.	Loss on impairment and gain/loss on disposal/write-off of property, plant and equipment		41	(78)	(78)
I.5.	Gain/loss on impairment and write-off of inventories, trade receivables		(132)	(31)	(31)
I.6.	Income tax expenses (benefit)	33	1,196	567	707
I.7.	Grants recognised as income		(4)	(54)	(54)
I.8.	Increase (decrease) in provisions		5,834	37	37
I.9.	Elimination of other non-cash items		-	-	3
	Elimination of results of financing and investing activities:
I.10.	Dividend income		-	(542)	-
I.11.	Result on loss of control and revaluation of associate	7	-	(10,146)	(9,489)
I.12.	Gain/loss on derivatives	8	364	208	208
I.13.	Share of results of associate	7	(480)	(295)	(295)
I.14.	Total finance costs, net	32	2,166	1,769	1,324
	Changes in working capital:
I.15.	(Increase) decrease in inventories, prepayments and other current assets		255	8,167	8,173
I.16.	(Increase) decrease in trade receivables		(738)	9,466	18,664
I.17.	(Increase) decrease in other receivables		(1,376)	1,109	(1,277)
I.18.	(Decrease) increase in trade payables		980	(6,079)	(52,811)
I.19.	(Decrease) increase in other payables and current liabilities		3,259	1,484	(114,248)
I.20.	(Increase) decrease in other financial assets		(2)	398	156,063
I.21.	Income tax received (paid)		-	-	(95)
	Net cash flows from operating activities		34,601	39,940	40,434

The accompanying notes form an integral part of these financial statements.

(cont’d on the next page)

Consolidated and separate statement of cash flows (continued)

(All amounts are in EUR ’000 unless otherwise stated)

			Company ¹		Group
		Notes	2024	2023	2023
II.	Cash flows from investing activities
II.1.	(Acquisition) of property, plant and equipment and intangible assets		(6,072)	(37,625)	(37,633)
II.2.	Proceeds from disposal of property, plant and equipment		340	749	749
II.3.	Grants received	18	7,192	14,259	14,259
II.4.	Sale (acquisition) of subsidiaries (associates)		-	6,500	5,307
II.5.	Loans granted (repayments received)		-	-	-
II.6.	Interest received		135	8	453
II.7.	Dividends received		564	542	-
II.8.	Decrease (increase) in deposits	13	(6,205)	(503)	(503)
	Net cash flows used in investing activities		(4,046)	(16,070)	(17,368)
III.	Cash flows from financing activities
III.1.	Dividends (paid)		(20,166)	(12,051)	(12,051)
III.2.	Proceeds from borrowings		-	-	-
III.3.	(Repayments) of borrowings		(5,649)	(24,780)	(24,780)
III.4.	Change in overdraft		(1,526)	15,437	15,437
III.5.	Interest (paid)		(2,415)	(1,864)	(1,864)
III.6.	Coverage of lease liability		(876)	(512)	(525)
III.7.	Other cash flows from financing activities		(13)	-	-
	Cash flows from/used in financing activities		(30,645)	(23,770)	(23,783)
IV.	Change in cash and cash equivalents included in disposal group		-	-	817
V.	Net increase (decrease) in cash and cash equivalents		(90)	100	100
VI.	Cash and cash equivalents at the beginning of the year	14	121	21	21
VII.	Cash and cash equivalents at the end of the period	14	31	121	121

The accompanying notes form an integral part of these financial statements.

Notes to the consolidated and separate financial statements

(All amounts are in EUR ’000 unless otherwise stated)

1. General information

Amber Grid AB (hereinafter the “Company”) is a public limited liability company registered in the Republic of Lithuania.

Its registered office address is as follows:

Laisvės pr. 10,

LT – 04215, Vilnius,

Lithuania.

Amber Grid AB was registered on 25 June 2013 as a result of unbundling of natural gas transmission activity (including assets, rights and obligations attributed thereto) from Lietuvos Dujos AB. The Company has been actively operating since 1 August 2013. After obtaining a favourable decision from the European Commission, on 10 April 2015 the National Control Commission for Prices and Energy (the National Energy Regulatory Council (NERC) as from 1 July 2019) granted to the Company an energy operator licence No L2-3 (GDP) to engage in natural gas transmission activities for indefinite term in the territory of Lithuania.

Acting as a natural gas transmission system operator, the Company provides the following services to the system users, other operators and gas market participants:

natural gas transmission in the territory of Lithuania;

natural gas flow balancing within the transmission system;

administration of funds intended to compensate the construction and fixed operating expenses of the liquefied natural gas (LNG) terminal, its infrastructure, connector, and the reasonable supply costs of the required quantity of liquefied natural gas incurred by the designated supplier;

administration of the register of guarantees of origin of gas produced from renewable energy sources.

The Company’s clients are large companies (operating in the sectors of electricity, district heating, and industry) and medium-sized local businesses, as well as natural gas suppliers receiving natural gas transmission services.

All the shares of the Company are ordinary registered shares with the par value of EUR 0.29 each. As at 31 December 2024 and 2023, all the shares had been fully paid. The Company had no its own shares. Since 1 August 2013, the Company’s shares have been traded on stock exchange and have been quoted on the Baltic Secondary List of NASDAQ Vilnius. (ISIN – LT0000128696, LEI code 097900BGMP0000061061, ticker AMG1L).

As at 31 December 2024 and 31 December 2023, the Company’s shareholders were as follows:

	Number of shares held	Ownership interest, (%)

EPSO-G UAB (company code 302826889, Laisvės ave. 10, Vilnius)	172.279.125	96.58
Other shareholders	6.103.389	3.42
	178.382.514	100

EPSO-G UAB (hereinafter “EPSO-G”) is a state-owned group of energy transmission and exchange companies (www.epsog.lt). The rights and duties of the sole shareholder of the holding company EPSO-G UAB are exercised by the Ministry of Energy of the Republic of Lithuania (www.enmin.lt).

The consolidated and separate financial statements disclose the combined financial position and results of operations of Amber Grid AB (hereinafter - the "Company") and the Group consisting of Amber Grid AB and its subsidiary GET Baltic UAB (hereinafter - the "Group") up to the date of the change of control (on 31 May 2023).

Information on the shareholding of GET Baltic UAB (hereinafter – “GET Baltic”) as at 31 December 2024 and 31 December 2023 is presented below:

Company name	Company’s registered office	Shareholding		Profile of activities
		As at 31 December 2024	As at 31 December 2023

GET Baltic UAB	Geležinio Vilko st. 18A, LT-08104 Vilnius, the Republic of Lithuania	34%	34%	Licensed activities of natural gas market operator trading natural gas short-term and long-term products.

On 31 May 2023, upon sale of 66% shares in GET Baltic, the Company lost control in GET Baltic. The retained investment in GET Baltic is accounted for as investment in associate.

As at 31 December 2024, the number of employees on payroll at the Company was 349 (31 December 2023: 351).

2. Summary of material accounting policies

The principal accounting policies applied in the preparation of the Company’s and the Group’s financial statements for the year ended 31 December 2024 are set out below:

2.1 Basis of preparation

The Group’s and the Company’s financial statements for the year ended 31 December 2024 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and are in compliance thereof.

These consolidated and separate financial statements have been prepared on a historical cost basis, except for property, plant and equipment which is recorded at revalued amount, less accumulated depreciation and estimated impairment loss and derivative financial instruments accounted for at fair value.

In accordance with the accounting principles of non-current assets of EPSO–G UAB group companies, the non-current assets are accounted at revalued amount less accumulated depreciation and impairment losses, whereas grants are accounted for by reducing the carrying amount of the related asset.

These financial statements are presented in EUR ‘000 unless otherwise stated.

The Group’s and the Company’s financial year coincides with the calendar year.

The Company’s management authorized these financial statements on 7 April 2025. The shareholders of the Company have a statutory right to either approve or refuse to approve these financial statements and require the management to prepare a new set of financial statements.

The accounting policies applied in the preparation of the financial statements are consistent with those of the previous financial year except as follows:

Adoption of new and/or amended IFRS and interpretations of the International Financial Reporting Interpretations Committee (IFRIC)

The following IFRSs, amendments and IFRIC interpretations were adopted by the Group and the Company for the first time in the financial year ended 31 December 2024:

Amendments to IFRS 16 Leases – Lease Liability in a Sale and Leaseback (issued on 22 September 2022 and effective for annual periods beginning on or after 1 January 2024). The amendments relate to sale and leaseback transactions which satisfy the requirements of IFRS 15 to be accounted for as a sale. Based on the Company’s management assessment, these amendments have not a material impact on the financial statements.

Amendments to IAS 1: Classification of liabilities as current or non-current (originally issued on 23 January 2020 and subsequently amended on 15 July 2020 and 31 October 2022, ultimately effective for annual periods beginning on or after 1 January 2024). These amendments clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities are non-current if the entity has a substantive right, at the end of the reporting period, to defer settlement for at least twelve months. The guidance no longer requires such a right to be unconditional. Management’s expectations whether they will subsequently exercise the right to defer settlement do not affect classification of liabilities. A liability is classified as current if a condition is breached at or before the reporting date even if a waiver of that condition is obtained from the lender after the end of the reporting period. Conversely, a loan is classified as non-current if a loan covenant is breached only after the reporting date. In addition, the amendments include clarifying the classification requirements for debt a company might settle by converting it into equity “Settlement” is defined as the extinguishment of a liability with cash, other resources embodying economic benefits or an entity’s own equity instruments. There is an exception for convertible instruments that might be converted into equity, but only for those instruments where the conversion option is classified as an equity instrument as a separate component

of a compound financial instrument. Based on the Company’s management assessment, these amendments did not have a material impact on the financial statements.

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (Issued on 25 May 2023 and effective for annual periods beginning on or after 1 January 2024). The amendments to IAS 7 and IFRS 7 introduced disclosure requirements about entity’s supplier finance arrangements. These amendments require the disclosures of the entity’s supplier finance arrangements that would enable the users of financial statements to assess the effects of those arrangements on the entity’s liabilities and cash flows and on the entity’s exposure to liquidity risk. The purpose of the additional disclosure requirements is to enhance the transparency of the supplier finance arrangements. The amendments do not affect recognition or measurement principles but only disclosure requirements. Based on the Company’s management assessment, these amendments did not have a material impact on the financial statements.

Standards, interpretations and amendments that have been endorsed by the European Union, yet they have not been early adopted by the Group and the Company:

Amendments to IAS 21 Lack of Exchangeability (Issued on 15 August 2023 and effective for annual periods beginning on or after 1 January 2025). The amendments to IAS 21 help entities assess exchangeability between two currencies and determine the spot exchange rate, when exchangeability is lacking. An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. The amendments to IAS 21 do not provide detailed requirements on how to estimate the spot exchange rate. Instead, they set out a framework under which an entity can determine the spot exchange rate at the measurement date. When applying the new requirements, it is not permitted to restate comparative information. It is required to translate the affected amounts at estimated spot exchange rates at the date of initial application, with an adjustment to retained earnings or to the reserve for cumulative translation differences. Based on the Company’s management assessment, these amendments will not have a material impact on the financial statements.

2.2 Presentation currency

All amounts in these financial statements have been measured and presented in the euros (EUR), which is an official currency of the Republic of Lithuania.

2.3 Basis of consolidation

The Group’s consolidated financial statements included Amber Grid AB and its subsidiary GET Baltic UAB until the loss of control. The financial statements of GET Baltic UAB have been prepared for the same reporting period and using the same accounting policies consistent with those applied by the parent company.

2.4 Investments in subsidiaries and associates in the Company’s separate financial statements

Investments in subsidiaries are accounted for in the parent company’s balance sheet at cost less impairment loss, when the carrying amount of investment reported in the parent company’s balance sheet exceeds the expected recoverable amount.

Investments in associates are recorded in the subsidiary’s separate financial statements using the equity method. Under the equity method, the carrying amount of investment in associate is subsequently increased or decreased by the post-acquisition change in the share of the associate’s net assets, less any impairment of investments.

The Group’s and Company’s share of the acquired associate’s post-acquisition profits or losses is recognised in profit or loss in the statement of comprehensive income, and the Group’s and Company’s share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The carrying amounts of investments in associates are adjusted by these amounts.

2.5 Intangible assets

The Group’s and the Company’s intangible assets are recognised if it is probable that future economic benefits associated with the asset will flow to the Group and the Company and the cost of the asset can be measured reliably. Intangible assets are carried at cost, see Note 5.

The useful lives of intangible assets other than those with indefinite useful lives are 4 to 8 years.

After initial recognition, intangible assets are stated at cost less accumulated amortisation and impairment losses, if any.

Intangible assets mainly consist of software, licences and other intangible assets used in the Group’s and the Company’s activities.

Special land use conditions (protected areas)

In its financial statements for the year ended 31 December 2020, the Company recognised as intangible assets a commitment to register and a right to use the land parcels of third parties on the basis of the special land use conditions. The special land use conditions mean conditions involving certain restrictions or limitations on the activities carried out on the land parcel, which depend on the geographic location, the principal purpose of use, the method of use of the land parcel, and on the environmental and public health needs. The special land use conditions apply for as long as there is an object, in respect of which the protected areas have been established, irrespective of the physical condition of such object; or special land use conditions may be established when there is an intention to implement a project. The special land use conditions remain in force for indefinite period. Since the useful life of the intangible assets is indefinite, such assets are not amortised. The useful life is not limited because the special land use conditions are established for the land parcels for indefinite period.

A provision for non-current liabilities in relation to the commitment to register the special land use conditions (protected areas) has been formed under IAS 37 (see Note 22).

Maintenance costs and other subsequent expenditures of intangible assets

Maintenance costs of intangible assets are recognised as expenses in the reporting period when they are incurred. Updating and development costs of intangible assets incurred subsequent to their acquisition or creation are recognised as expenses in the reporting period when they are incurred, except for software updating, modification, upgrading or new version installation costs that are capitalised by adding them to the cost of that software or recognising as a separate item of non-current intangible assets. In such case, the remaining useful life of the former software is re-measured and impairment is recognised for the remaining net book amount, if any.

2.6 Property, plant and equipment

Assets with a useful life longer than one year are classified as property, plant and equipment.

The Company’s items of property, plant and equipment are stated at revalued amounts, based on periodic (at least every 5 years) valuations performed by independent valuers, less accumulated depreciation and impairment losses (Note 6).

Any accumulated depreciation and impairment losses at the date of revaluation are eliminated against gross carrying amount of the asset and net amount is restated to the revalued amount of the assets.

Increases in the carrying amount arising on the first revaluation of property, plant and equipment are credited to revaluation reserve directly in equity and decreases are recognised in the profit and loss account. Decreases in the carrying amount arising on the subsequent revaluation of property, plant and equipment that offset previous increases of the same asset are charged against revaluation reserve directly in equity, whereas all other decreases are charged to the profit and loss account. Revaluation increases in property plant and equipment value that offset previous decreases are taken to the profit and loss account. All other increases in the carrying amount arising on subsequent revaluations of property, plant and equipment are credited to revaluation reserve. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to the statement of comprehensive income and depreciation based on the asset’s original cost is transferred from revaluation reserve to retained earnings, after considering the effect of deferred income tax. Upon the sale or write-off of an asset item, any balance related to these assets is transferred from revaluation reserve to retained earnings.

Interest and other borrowing costs (the bank’s administration charges, etc.) are included in the acquisition cost of property, plant and equipment if they are directly attributable to the acquisition of a qualifying asset. A qualifying asset is asset that is developed on the basis of a project with the value of not less than EUR 1 million and that necessarily takes no less than 12 months to get ready for its intended use or sale.

Variable considerations for the separate acquisition of property, plant and equipment that are dependent on future performance (such as revenues or profits) are accounted for in the cost of property, plant and equipment and liabilities, when the variable considerations can be estimated reliably and the asset is able to operate in the manner intended by the Group’s management.

After initial recognition, value changes of variable payments are recognised by the Group in profit or loss.

Property, plant and equipment also includes the minimum quantity of natural gas contained in the gas pipelines (line pack) which is necessary to ensure a stable functioning of the transmission system. This part of property, plant and equipment is not depreciated, because the Company will be able to sell such natural gas at the end of the useful life of the gas transmission pipeline, and accordingly, the value of such natural gas represents the residual value of the gas transmission pipeline.

Emergency reserve inventories meeting the criteria of non-current assets are classified as property, plant and equipment. The carrying amount of inventories written off during repair, technical maintenance and emergency liquidation are recorded in the statement of profit or loss or added to the carrying amount of assets under maintenance.

Depreciation is calculated on a straight-line basis over the following estimated useful lives:

Land	-
Buildings	25 - 60	years.
Other structures and engineering networks	18 – 25	years.
Gas pipelines and associated equipment	55 – 70	years.
Plant and machinery	5-25	years.
Motor vehicles	7	years.
Other PP&E	4-10	years.

The useful lives, residual values and depreciation method are reviewed annually to ensure that they are consistent with the expected pattern of economic benefits from items of property, plant and equipment.

The Company has land with indefinite useful life, which is not depreciated.

Construction work in progress includes items of property, plant and equipment that are under construction. The cost of such assets includes design, construction works, plant and equipment being installed, and other directly attributable costs. Construction work in progress is not depreciated until the construction of asset is completed and the asset is put into operation. Prepayments for non-current assets are classified as non-current assets because they are used in long-term activities and are presented in the balance sheet line item “construction work in progress”.

Maintenance, repair, reconstruction and other subsequent costs of property, plant and equipment

Maintenance costs of property, plant and equipment are recognised as expenses of the reporting period when they are incurred. The costs of the day-to-day servicing of an item of PP&E are not included in the cost of that item. Rather, these costs are recognised as expenses when they are incurred. The purpose of these expenditures is often described as for the ‘repairs and maintenance’ of the property, plant and equipment. When property, plant and equipment is subject to reconstruction (major enhancement), such reconstruction/major enhancement works are recognised as a separate component of PP&E and the net book amount of the component of the replaced part of assets is written off. A condition of continuing to operate an item of property, plant and equipment may be performing regular major inspections for faults regardless of whether parts of the item are replaced, its cost is recognized in the carrying amount of the item of property, plant and equipment as a separate component if the recognition criteria are satisfied and the costs of such inspection are material. Any remaining carrying amounts of the cost of previous inspection (as distinct from physical parts) are written-off to operating expenses of the reporting period in the statements of profit or loss and other comprehensive income.

Impairment of property, plant and equipment and intangible assets

At each reporting date, the Group and the Company review the carrying amounts of their property, plant and equipment to determine whether there are any indications that those assets have suffered an impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

The recoverable value is the higher of an asset’s fair value less costs to sell and the value in use. In assessing the value in use, the expected future cash flows are discounted to their present value using the discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as an increase in revaluation reserve (without exceeding the amount of previous impairment).

2.7 Right of use assets

Right-of-use assets are assets that the Group and the Company have the right to manage during the lease term. The Group and the Company recognise right-of-use assets for all types of leases, including the lease of a right-of-use asset in case of sublease, but excluding leases of intangible assets, short-term leases and leases of low value assets.

Initial measurement of right-of-use assets

At the commencement date, the Group and the Company measure right-of-use assets at cost, which consists of: the present value of the initial measurement of the lease liability, initial costs incurred directly attributable to the underlying asset, any lease payments at the commencement date, less any lease incentives.

Subsequent measurement of right-of-use assets

After the initial recognition, the Group and the Company apply a cost method for right-of-use assets: the carrying amount of the asset at the respective date is calculated as the difference between the acquisition cost and the accumulated depreciation, plus any subsequent adjustments for the remeasurement of lease liability.

The calculation of depreciation of right-of-use assets is started from the date on which the assets are transferred for the use (the commencement date) until the earlier of these dates: the end of the lease term and the end of the useful life.

The Company calculates depreciation of right-of-use assets using the following rates:

Land*	99	years.
Buildings	from 5 to 10	years.
Motor vehicles	3	years.

* The Company applies the portfolio method for the land lease agreements concluded with the municipalities not by auction, i.e. a set of the agreements of the Company is accounted for as a single agreement due to similar criteria. Regardless of the remaining term of the land lease agreement, in accordance with the requirements of the legal acts, the agreements must be extended for as long as the facilities of the Company exist on the land plots. When assessing the flow generated by the infrastructure assets of the Company (for the calculation of the recoverable amount of assets), an infinite flow is projected as the ongoing reconstruction and repair works allow using the assets for a longer period than the established original depreciation rates. For this reason, the lease of land is subject to a substantially infinite rate corresponding to the original term of the agreement – 99 years.

2.8 Financial assets and liabilities

The Group and the Company recognise a financial asset in the statement of financial position only when they become a party to the contractual provisions of the financial instrument, the purchase or sale of the financial asset is recognised or derecognised using the accounting at the trade date.

At initial recognition, the Group and the Company measure the financial assets at fair value, except for trade receivables that do not include a significant component of financing. Initial measurement of financial assets other than those measured at fair value through profit or loss, includes the fair value of the instrument and transaction costs directly attributable to the acquisition of the financial asset.

Transaction costs include all fees and commissions that the Group and the Company would not have paid if they had not entered into a financial instrument contract.

Financial assets measured at amortised cost

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are recognised as current assets, except for the loans and receivables with maturity term of more than 12 months after the date of the statement of financial position, in which case they are recognised as non-current assets.

Loans and receivables are initially recognised at cost (fair value of the amount receivable) and subsequently amortised cost using the effective interest rate method. Gains and losses are recognised in the statement of profit or loss when the assets are derecognised or impaired, as well as through the amortisation process.

Financial assets measured at fair value through profit or loss

The Group and the Company account for financial assets measured at fair value through profit or loss using a business model, the goal of which is achieved through the collection of contractual cash flows and the sale of financial assets.

The Group and the Company do not have financial assets held for trading that are acquired for the purpose of selling in the near future, and within such category only classify the financial asset that arises on disposal of a business or investment and that represents a non-equity contingent consideration.

Expected credit losses

The Group and the Company seek to recognise the expected credit losses for the period before the financial instrument becomes past due. Normally, credit risk increases significantly before a financial instrument becomes past due or other delay factors are observed from the debtor (such as restructuring, bankruptcy, other economic difficulties of a client, etc.).

Therefore, if there is a considerable amount of cost or effort to obtain reasonable and reliable information that is more forward-looking than past due payments, it should be based on the assessment of credit risk changes.

Expected credit losses are recognised based on individually or collectively assessed credit risk of loans and trade receivables, the assessment of which is based on all reasonable and supportable information, including forward-looking information.

Lifetime expected credit losses of trade receivables are assessed taking into consideration the level of credit risk. The individual assessment basis is applied to debts with a high level of credit risk concentration or when there is a significant increase in the probability of credit losses. During the individual assessment, information on the credit history of a particular borrower, its financial position as at the date of assessment is analysed, including forward-looking information that would allow to timely determine whether there has been a significant increase in the credit risk of that particular borrower, thus enabling making judgement on the recognition of lifetime expected credit losses in respect of that particular borrower.

Lifetime expected credit losses for loans receivable and trade receivables are accounted for through profit or loss using the contra account for doubtful receivables.

Loans receivable and trade receivables are written off when the Group and the Company lose the right to the contractual cash flows from the financial assets.

Trade payables and other financial liabilities, borrowings

Financial liabilities, borrowings

Financial liabilities, including borrowings, are recognised initially at fair value, less transaction costs.

Subsequently, financial liabilities are carried at amortised cost using the effective interest rate method. Interest expense is recognised using the effective interest rate method.

If a financing agreement concluded before the date of the statement of financial position proves that the liability was non-current as of the date of the statement of financial position, such financial liability is classified as non-current.

Trade payables

Trade payables represent commitments to pay for goods and services acquired from suppliers in the ordinary course of business. Trade payables are classified as current liabilities if the term of their settlement is no longer than one year; otherwise, they are included in non-current liabilities.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is settled or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss.

2.9 Inventories

Inventories consist of spare parts, consumables, and natural gas contained in the gas pipelines used in the activities and for provision of services. Inventories also include waste or metal scrap which is fit for use and was retrieved from written off items of property, plant and equipment.

Inventories are initially recorded at cost. Subsequent to initial recognition, inventories are stated at the lower of cost and net realisable value.

The cost of inventories includes acquisition price and related taxes that are not subsequently recovered from tax administration authorities and costs associated with bringing inventory into their current condition and location. Other costs are included in the cost of inventories to the extent they are related to bringing inventory into their current condition and location. The cost of inventories is determined net of trade discounts.

The cost of inventories, except for natural gas, is determined using the first-in, first-out (FIFO) method, according to which write-offs are firstly carried out in respect of the same type of inventories that were acquired first.

The cost of inventories which consist of natural gas contained in the gas pipelines is determined using the weighted average costing method. The cost of one unit of energy of natural gas (kWh) is determined by applying the weighted average costing method using the following formula:

The cost of one energy unit of natural gas (kWh) = (opening balance of natural gas (quantity * price) + purchases of natural gas over the period (quantity * price)) / opening balance of natural gas + purchases of natural gas over the period).

Purchases of natural gas from 1 March 2022 exclude gas purchased for the balancing of the system user.

2.10 Cash and cash equivalents

Cash includes cash at banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less and that are subject to an insignificant risk of change in value.

If there are indications that cash and cash equivalents may not be recoverable, impairment is accounted for. Impairment is recorded in the statement of profit or loss within operating expenses for the period during which it occurred.

2.11 Grants

Grants are recognised when the Group and the Company comply with all conditions attached to the grants, as set out in the respective grant agreement, and when there is a reasonable assurance that the grant will be received.

Government grants or grants received from the EU in a form of non-current assets or intended for purchase of non-current assets are considered as grants related to assets.

At the Group and the Company grants are recognised by deducting them from the asset’s carrying amount. For the purpose of the statement of profit or loss and other comprehensive income, grants are recognised over the useful life of the related asset as a deduction from depreciation expenses.

Accumulated grants receivable are classified as other amounts receivable when, according to the agreement, the European Commission undertakes a commitment to fund strategic projects and there is strong evidence that the funding will be received.

Grants received as a compensation for the expenses or unearned income in the current or previous reporting periods, also all grants other than grants related to assets, are considered as grants related to income. Income-related grants are recognised as utilised to the extent of the expenses incurred during the reporting period or unearned income to be compensated by that grant.

For the purpose of the statement of profit or loss, income-related grants are recognised when related costs are incurred, for which the grant was intended to compensate, by adding them to other income. If no connection can be established between the grants and incurred costs or deferred expenses, they are recognised as income during the period they are received or when the Group and the Company comply with all the conditions attached to grants, as established in the respective grant agreement, and there is a reasonable assurance that the grant will be received.

2.12 Lease liabilities

Initial measurement of the lease liability

The amount of the initial measurement of lease liability is calculated as the present value of lease payments not paid at the commencement date.

The lease payments are discounted using the incremental borrowing rate. The incremental borrowing rate is determined as the rate at which the Group and the Company would be able to borrow funds for the purpose of acquiring certain assets for a respective period.

At the commencement date, the lease payments included in the measurement of lease liability comprise the following payments:

‐fixed payments, less any lease incentives receivable;

‐variable lease payments that depend on an index or a rate;

‐amounts expected to be payable by the Group and the Company under residual value guarantees;

‐the exercise price of a purchase option if the Group and the Company are reasonably certain to exercise that option;

‐payments of penalties for terminating the lease, if the lease term reflects the Group and the Company exercising an option to terminate the lease.

Subsequent measurement of lease liability

Subsequent to initial recognition, the Group and the Company recognise a change in the value of the lease liability by:

‐increasing the carrying amount to reflect interest on the lease liability;

‐reducing the carrying amount to reflect the lease payments made; and

‐remeasuring the carrying amount to reflect any lease modifications or revised lease payments.

For a lease modification that is not accounted for as a separate lease, the Group and the Company account for the remeasurement of the lease liability by:

‐decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease. The Group and the Company recognise in profit or loss any gain or loss relating to the partial or full termination of the lease;

‐making a corresponding adjustment to the right-of-use asset for all other lease modifications.

The Company classifies assets as right-of-use assets by recognising under non-current assets in the statement of financial position, if the asset and lease contract meet all of the following criteria:

‐the lease is not a short-term (12 months or more) or short-term lease with a purchase option;

‐value of the leased item or group of items/underlying asset is not less than EUR 4,000 and therefore does not qualify as a lease of a low-value asset;

‐if the contract conveys the right to control the use of an identified asset for a period of time, i.e. to obtain economic benefits from use of the identified asset and to direct the use of the identified asset.

The Group and the Company present its lease liabilities separately from other liabilities in the statement of financial position. Interest expense on the lease liability is presented separately from the depreciation charge for the right-of-use assets. The interest expense on the lease liability is a component of finance costs recognised in the statement of comprehensive income.

2.13 Long-term employee benefits

Each employee of retirement age who terminates his/her employment with the Group and the Company upon retirement receives the payment, the amount of which is established by the Lithuanian laws. A liability for such payments is recognised in the balance sheet and it reflects the present value of these payments at the date of the financial statements. The non-current liability for payments to employees at the date of the financial statements is estimated with reference to actuary valuations using the projected relative unit method. The present value of the defined non-current liability for payments to employees is determined by discounting the estimated future cash flows using the effective interest rates as set for government debentures denominated in a currency in which payments to employees are expected to be made and with maturity similar to that of the related liability.

2.14 Provisions, contingent assets and liabilities

Provisions are recognised when the Group and the Company have a legal obligation or irrevocable commitment, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the estimate of the expenditure required to settle the obligation (the expected value). Where the effect of the time value of money is material, the amount of a provision is discounted using a pre-tax effective interest rate that, if necessary, reflects the risks specific to the liability. Where discounting is used, the carrying amount of a provision increases in each period to reflect the passage of time. This increase is recognised as borrowing cost.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the changes in circumstances. If the amount of the provision is discounted, the amount reversed at each reporting period is equal to the discounting effect (interest expenses). If circumstance change and the provision is no longer necessary, the provision is reversed in the statement of profit or loss and other comprehensive income through the expense line item where it has been recorded initially at the time of establishment.

Provisions are classified as non-current liabilities, if the Group’s and the Company’s management expect to settle them after twelve months from the date of the statement of financial position, and as current liabilities, if the Group’s and the Company’s management expect to settle them within twelve months from the date of the statement of financial position.

A contingent liability is a liability that may arise from past events, or a present obligation that arises from past events, when it is not probable that resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured reliably.

Contingent liabilities are not accounted for, but are disclosed in the notes to the financial statements unless the probability of the loss of resources embodying economic benefits is remote.

A contingent asset is an asset that may arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events, that are not wholly within the Group's and Company's control.

Contingent assets are not recognised in the financial statements, but are described in the notes to the financial statements when it is probable that income or economic benefits will be received.

2.15 Income tax

Income tax expense for the period comprises current and deferred income tax.

Income tax

Current income tax charges are calculated on current profit before tax, as adjusted for certain non-deductible expenses/non-taxable income. Income tax is calculated using the tax rate effective at the date of issue of the financial statements. Income tax rate of 15% was used in 2024 and 2023. Current year income tax may be reduced by tax losses carried forward. In addition, the Company can take over tax losses from the Group companies, provided it meets the requirements laid down in the Law on Corporate Income Tax.

Deferred income tax

Deferred taxes are calculated using the balance sheet liability method. Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income tax liability is recognised for all temporary differences that will increase taxable profit in the future, and deferred tax asset is recognised only to the extent it is likely to reduce the taxable income in the future.

Deferred tax assets are reviewed at each financial reporting date, and if it is not probable that the Group and the Company will generate sufficient taxable profit to realize these assets, they are reduced to an amount which is likely to reduce the taxable profit in future. Deferred income tax assets and liabilities are estimated using the tax rate that has been applied when calculating income tax for the year when the related temporary differences are to be realised or settled.

Deferred tax assets and liabilities are offset only where they relate to income tax assessed by the same fiscal authority or where there is a legally enforceable right to offset current tax assets and current tax liabilities.

Current income tax and deferred income tax

Current income tax and deferred income tax are recognised as income or expenses and included in net profit or loss for the reporting period, except for the cases when tax arises from a transaction or event that is recognized directly in equity or in other comprehensive income, in which case taxes are also recorded in equity and other comprehensive income respectively.

2.16 Revenue recognition

Recognition and measurement of the Group’s and the Company’s revenue is based on a five-step revenue recognition model which is applied to all contracts with customers. The Group’s and the Company’s revenue is recognised at a point in time or over time, during which the performance obligation is settled, i.e. the control of services or goods is transferred to the customer.

The Group’s revenue includes as follows:

‐revenue from natural gas transmission and related services;

‐revenue from administration of the LNG terminal funds;

‐revenue from the activities of the natural gas exchange operator;

‐other income;

‐finance income.

Revenue from natural gas transmission and related services

Revenue from transmission services

Revenue from system users for natural gas transmission services is recognised over time, based on the reported data on natural gas quantities, distributed to the system users connected to the distribution system, and based on the statements of transmitted natural gas that were signed with the system users directly connected to the transmission system.

Revenue from balancing services

The Company’s revenue from system balancing products consists of technical balancing revenue, transit flow balancing revenue, and system users balancing revenue.

In transactions of balancing providing technical balancing and transit flow balancing services, the Company acts as principal. Below is described the revenue recognition for the provision of system user’s balancing services.

Based on the EC regulation establishing a network code on gas balancing of transmission networks (the “Regulation“), the system users bear the responsibility of balancing their inputs against their off-takes. If the system users fail to balance gas at the entry/exit points, the Company is entitled to undertake the balancing actions as set forth in the Regulation. In accordance with the Regulation, the Company undertakes the balancing actions in respect of the system users with reference to measures on each gas day.

Revenue from balancing services is recognised when the transmission system user‘s imbalance quantity becomes negative, thereby causing natural gas shortfall. Expenses from balancing services are recognised when the transmission system user‘s imbalance quantity becomes positive, thereby causing natural gas surplus. As the Company seeks to ensure financial neutrality, it levies a neutrality charge for each reporting month with effect from 1 March 2022. Neutrality charge means a charge payable to/by the transmission system operator due to performance of its balancing activities. The neutrality charge represents the difference between the expenses and revenue of the transmission system operator from the balancing activities. The neutrality charge may be both positive and negative. When the neutrality charge is negative, the transmission system operator pays the neutrality charge to the system users. When the neutrality charge is positive, the system users pay the neutrality charge to the transmission system operator. The purpose of the neutrality charge is to ensure financial neutrality of the transmission system operator.

Due to amendments introduced in regulation of balancing activities with effect from 1 March 2022, the Company acts as an agent in its gas purchase/sale transactions and reports net result of balancing activities in the financial statements. The neutrality charge is expected to ensure a zero gain/(loss) from balancing activities. Acting as an agent in balancing gas purchase/sale transactions is explained by limited control of the balancing services and purchases of gas, absence of economic benefits, no discretion in establishing the price for the balancing services since the pricing is governed by law, no discretion in choosing a counterparty and inability to regulate demand. In addition, the activities of the Company, as the transmission system operator, are not associated with trade in natural gas, and the regulated balancing actions are performed for the benefit of all system users rather than for the benefit of a specific system user.

Revenue from administration of the LNG terminal funds

Based on the provisions of Article 5(2) of the Republic of Lithuania Law on Liquefied Natural Gas Terminal, the Company carries out the function of administration of the LNG terminal funds. The administration of the LNG terminal funds is performed in accordance with the Description of the procedure for the administration of funds intended to compensate for the construction and fixed operating expenses of the liquefied natural gas terminal, its infrastructure and connector, including subsequent amendments and supplements thereto (the title was changed on 18 December 2015 under the Commission’s Resolution No 03-653 of 17 December 2015), as approved by the Commission’s Resolution No O3-294 of 9 October 2012). The Company collects and administers the LNG terminal funds and acts as an agent on behalf of the State, and such activities do not generate any revenue/profit for the Company in the ordinary course of business. The LNG terminal funds are collected and transferred to the recipients of the LNG terminal funds. The share of the LNG terminal funds intended solely to cover the administration expenses of the LNG terminal funds is considered as the Company's revenue. The amount of administration of the LNG terminal funds is calculated as the amount of costs that are expected to be incurred, by taking into account the actual costs incurred in the previous periods, and such amount is specified in the NERC’s certificate. The LNG terminal funds are not treated as the Company's revenue/expenses, but they are rather accounted for as other receivables/other payables and other financial assets.

Revenue from the activities of the natural gas exchange operator

The amounts collected by the exchange operator for the services provided in the course of trading are recognised as revenue of the exchange operator, based on the following service fees agreed with NERC:

‐initial registration fee: a one-off fee payable upon becoming an exchange participant which is recognised as revenue at a point in time when a service is rendered;

‐annual membership fee: a fixed membership fee payable annually by an exchange participant. The annual membership fee is payable for the calendar year (adjusted in proportion to the remaining number of days in a year in case the market participant joins the exchange at some point of time in the course of a year). This revenue is recognised over a period of time, during which the membership right is exercised;

‐floating trading fee: a fee estimated as EUR per 1 MWh, which is payable by a participant who is a party to the transaction for the quantity of natural gas purchased and/or sold on the exchange. It is recognised as revenue at a point in time when a service is rendered.

Other income

Connection fees on connection of new consumers and producers to the gas transmission network

The connection "service" is considered as a single performance obligation together with the future gas transmission services, as defined in IFRS 15 Revenue from contracts with customers, because the pricing of the connection fee is directly

linked to the pricing of the transmission services. Therefore revenue (including the compensation for the connection to the grid) are recognised in profit or loss over time during the useful life (or lives) of the connection assets constructed / built by Company and compensated by a consumer.

Accounting for the connection fees on connection of new producers is based on the accounting policies for grants (IAS 20 Accounting for government grants and disclosure of government assistance), and the acquisition cost of the assets is reduced by the amount of the connection fee.

Relocation (reconstruction) of infrastructure facilities owned under the title by the Company upon a customer’s request

Upon a customer’s request, the Company carries out relocation or reconstruction of infrastructure facilities and incurs related expenses. Such relocation work does not give rise to any economic benefits for the Company, and all expenses related to such work are compensated in full by a customer through acquisition of energy facility relocation service from the Company.

Based on IFRS and the Company’s accounting policies, there are two approaches for recognition of such transactions:

1.When relocation of assets involves substantial improvement of assets. Under IAS 16 Property, plant and equipment, the relocation expenses incurred by the Company are added to the acquisition cost of the related assets. Accounting for the compensation (i.e. relocation fee) due from a customer is based on the accounting policies for grants (IAS 20 Government grants and disclosure of government assistance) and the acquisition cost of the assets is reduced by the amount of the relocation fee. Since all relocation costs are compensated in full for the Company by a customer, such transaction results in a zero impact on the Company’s profit or loss, i.e. the Company neither incurs additional expenses nor earns additional revenue from such transaction.

2.When relocation of assets does not involve substantial improvement of assets. Under IFRS 15 Revenue from contracts with customers, the Company earns revenue from relocation service (i.e. revenue is recognised at the time of rendering the service) and incurs relocation service expenses (i.e. all costs incurred on relocation of assets are recognised as expenses in the same period as revenue from relocation service). Since all relocation costs are covered in full for the Company by a customer, such transaction results in a zero impact on the Company’s profit or loss, i.e. revenue earned by the Company equals expenses incurred.

Gain from disposal of property, plant and equipment, lease income, income from sale of other goods and provision of other services, income from default charges and fines collected from the contractors as a result of late fulfilment of work, income-related grants are recognised by the Group as other income.

2.17 Expense recognition

Expenses incurred in relation to revenue earned during the reporting period are recognised by the Group and the Company on an accrual basis, and based on the following principles: 1) the costs are recognised as expenses to the extent of the value of goods sold or services rendered, since the criterion for recognition of expenses is that they have been incurred to earn revenue of the reporting period; 2) the costs incurred by the Group company during the reporting period are recognised as expenses of the reporting period immediately, unless they can be linked to earning of the specific revenue, and no income is expected to be earned in relation to such expenses in the next periods.

The Group and the Company use expense classification by type.

Taxes such as real estate tax, land tax, land rent tax, taxes related to environmental pollution, non-deductible value added tax, etc. are recognized as expenses.

2.18 Finance income and costs

Finance income

Finance income includes income earned by the Company from financing activities, such as foreign exchange gain, when cash balances are translated into the functional currency euro, interest income on cash balance.

The Group‘s and the Company‘s finance costs include as follows:

‐foreign exchange loss from financing transactions;

‐interest on borrowings.

Interest income and expenses are recognised on accrual basis considering the outstanding balance of debt and the applicable interest rate.

2.19 Cash flows

The Group and the Company report cash flows using the indirect method. Reporting of cash flows from operating activities based on the indirect method means that net profit/(loss) for the reporting period is presented as cash inflows or outflows from operating activities of the Group and the Company for the reporting period. Cash inflows and outflows from investing and financing activities for the reporting period are presented separately unless cash flows are presented on a net basis.

For the purpose of the Group‘s and the Company‘s financial statements, dividends paid are reported as cash flows of financing activities, whereas dividends received are reported as cash flows of investing activities.

For the purpose of the Group‘s and the Company‘s financial statements, interest paid is reported as cash flows of financing activities, whereas interest received is reported as cash flows of investing activities.

3. Accounting estimates and assumptions

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and disclosure of contingencies. The material areas of estimation used in the preparation of these financial statements relate to GET Baltic’s share call/put options (Notes 3.1 and 9), provisions (Notes 3.2 and 22), the fair value of property, plant and equipment, the useful life of non-current assets, estimation of a revalued amount (Notes 3.3, 6).Future events may occur which may cause the assumptions used in arriving at the estimates to change. The effect of any changes in estimates will be recorded in the financial statements, when determinable.

3.1 GET Baltic’s share options

On 31 May 2023, the Company purchased a put option enabling the Company to sell the remaining shareholding in GET Baltic at a fixed price. Under the same option agreement, the Company issued a call option for the investor to purchase the remaining shares of GET Baltic at a fixed price. In the Company management’s assessment, these options meet the definition of derivatives. The put option, given the maximum 48-month option expiration term, creates a non-current financial asset for the Company that is measured at fair value. The investor’s call option creates a financial liability for the Company. Based on the Company management’s estimates, the expected exercise period of the call option is 24 months from the reporting date, i.e. upon fulfillment of the contractual obligations by the investor. As the Company does not have an irrevocable right to defer the put option, the liability is recognised as a current liability and measured at fair value. More information on options is disclosed in Note 9.

3.2 Provisions

The Company has a legal dispute with a construction contractor over the non-performance or improper performance of warranty obligations regarding the defects identified in the works during the construction of the gas pipeline interconnection between Poland and Lithuania (GIPL), which the contractor refuses to remedy. As a result of the non-performance or improper performance of the guarantee obligations, the Company has lodged claims for payment of the guarantee funds, and has guarantee funds received in the amount of EUR 5,815 thousand. The lawfulness of the claims for payment of the guarantee funds is being challenged by the contractor in court. In view of the uncertainties surrounding the outcome of the legal proceedings, the Company has recognised a provision for the potential repayment of the guarantee funds. More information on the provision and legal dispute is provided in Notes 22 and 38.

3.3 Valuation of property, plant and equipment

Based on the Company’s assessment, the carrying amount of property, plant and equipment as at 31 December 2024 approximated the fair value of the asset, as there were no changes that could have a material effect on the changes in the fair value, the impairment of non-current assets, or the changes in useful life. The remaining useful life of property, plant and equipment and the depreciation method used reflect the actual period during which the asset will provide economic benefit. No indications of impairment were identified. As at 31 December 2023, the Company revalued its property, plant and equipment by recognising a EUR 4,685 thousand revaluation loss. An increase in value of property, plant and equipment of EUR 3,255 thousand was recognised in other comprehensive income, and the impairment of EUR 7,940 thousand was recognised in profit or loss. The assumptions used in determining the fair value are described in more detail in Note 6.

4. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Group’s chief operating decision-maker, who is responsible for allocating resources and assessing performance, has been identified as the Board of Directors that makes strategic decisions.

Until 31 May 2023, the Group has two business segments which are consistent with the business directions stipulated in the Group’s strategy:

natural gas transmission segment;

natural gas exchange operator’s segment (activities of GET Baltic until 31 May 2023).

From the 1 June 2023, the Group has only one operating segment, natural gas transmission segment.

The Group has a single geographical segment – the Republic of Lithuania. All non-current assets of the Group are domiciled in Lithuania, where the Group operates.

The Board as the main decision-making body monitors the results with reference to the financial reports that have been prepared using the same accounting policies as those used for the preparation of the financial statements, i.e., information on profit or loss, including the reported amounts of income and expenses.

Key performance indicators are net profit and profit before interest, taxes, depreciation and amortisation, loss on revaluation, impairment and write-off of property, plant and equipment (EBITDA, which is non-GAAP performance indicator). These indicators are calculated on the basis of data reported in the financial statements.

EBIT, which is non-GAAP performance indicator, represent profit before interest and taxes.

The Board also monitors adjusted performance indicators, particularly the adjusted EBITDA. Adjusted EBITDA ratio is EBITDA ratio further adjusted by adding management’s adjustments. That is non-IFRS alternative performance measure. Management’s adjustments include temporary regulatory differences resulting from the Council’s decisions. Management’s adjustments may have both positive and negative impact on the adjusted ratios for the period. In management’s view, adjusted EBITDA ratio more accurately presents results of the operations and allows for an objective comparison of the results between the periods as revenue and costs have been adjusted due to the regulator’s decisions or are of a one-off nature.

Management also analyses investments and net debt of each individual segment.

The table below contains information on the Group’s operating segments for the year ended 31 December 2024:

	Transmission of natural gas
Revenue and other income	74,583
Operating expenses, excl. depreciation, write-off and impairment	(48,056)
EBITDA	26,527
Adjusted EBITDA	27,373
Temporary regulatory differences for previous periods	2,006
Temporary regulatory differences for reporting period	(1,160)
Overall effect of management’s adjustments on EBITDA	846
EBITDA (under IFRS) reconciliation to Net profit/loss	(18,221)
Depreciation and amortisation	(14,932)
Loss on impairment and write-off of property, plant and equipment	(43)
Total finance costs, net	(2,166)
Income tax	(1,196)
Gains (losses) on derivative financial instruments	(364)
Share of net profit of associates	480
Net profit/(loss)	8,306
Total assets	327,196
Net debt	82,534
Investments (additions of property, plant and equipment and intangible assets)	6,405

The table below contains information on the Group’s operating segments for the year ended 31 December 2023:

	Transmission of natural gas	Natural gas exchange operator’s activities	Total
Revenue and other income	81,337	892	82,229
Operating expenses, excl. depreciation, write-off and impairment	(55,598)	(324)	(55,922)
EBITDA	25,739	568	26,307
Adjusted EBITDA	24,680	568	25,248
Temporary regulatory differences for previous periods	(2,883)	-	(2,883)
Temporary regulatory differences for reporting period	1,824	-	1,824
Overall effect of management’s adjustments on EBITDA	(1,059)	-	(1,059)
EBITDA (under IFRS) reconciliation to Net profit/loss	(12,314)	(980)	(13,294)
Depreciation and amortisation	(12,595)	(85)	(12,680)
Revaluation of property, plant and equipment	(7.940)	-	(7.940)
Loss on impairment and write-off of property, plant and equipment	(229)	-	(229)
Finance costs, net	(1,758)	444	(1,314)
Income tax	(567)	(140)	(707)
Dividend income	542	(542)	-
Result on loss of control and revaluation of associates	10.146	(657)	9.489
Gains (losses) on derivative financial instruments	(208)	-	(208)
Share of net profit of associates	295	-	295
Net profit/(loss)	13,425	(412)	13,013
Total assets	333,389	-	333,389
Net debt	95,175	-	95,175
Investments (additions of property, plant and equipment and intangible assets)	35,703	-	35,703

As at 31 December 2024, there were three customers of the Company each generating over 10% of the Company’s total revenue. Revenue from customers totalled EUR 45,730 thousand, whereof:

Customer A – EUR 25,257 thousand;
Customer B – EUR 11,120 thousand;
Customer C – EUR 9,353 thousand.

As at 31 December 2023, there were two customers of the Company each generating over 10% of the Company’s total revenue. Revenue from customers totalled EUR 37,504 thousand, whereof:

Customer A – EUR 25,653 thousand; Customer B – EUR 11,851 thousand.

5. Intangible assets

Movements on intangible assets account during the current and previous reporting period were as follows:

	Patents and licences	Computer software	Other intangible assets	Protected areas	Total
As at 31 December 2022	6	1,288	-	1,290	2,584
Cost (revalued amount)	51	4,808	5	1,290	6,154
Accumulated amortisation	(45)	(3,520)	(5)	-	(3,570)
Net book value as at 31 December 2022	6	1,288	-	1,290	2,584
Additions	4	767	-	-	771
Write-offs	-	(4)	-	-	(4)
Adjustment for changes in assumptions	-	-	-	(264)	(264)
Amortisation charge	(3)	(525)	-	-	(528)
Off-set of grants against non-current assets	-	-	-	-	-
As at 31 December 2023	7	1,526	-	1,026	2,559
Acquisition/revaluation amount	55	5,571	5	1,026	6,657
Accumulated amortisation	(48)	(4,045)	(5)	-	(4,098)
Net book value as at 31 December 2023	7	1,526	-	1,026	2,559

Net book value as at 31 December 2023	7	1,526	-	1,026	2,559
Additions	-	460	-	-	460
Write-offs	-	(12)	-	-	(12)
Adjustment for changes in assumptions	-	-	-	(48)	(48)
Amortisation charge	(3)	(746)	-	-	(749)
Off-set of grants against non-current assets	-	-	-	-	-
As at 31 December 2024	4	1,228	-	978	2,210
Acquisition/revaluation amount	55	6,019	5	978	7,057
Accumulated amortisation	(51)	(4,791)	(5)	-	(4,847)
Net book value as at 31 December 2024	4	1,228	-	978	2,210

The Company’s intangible assets with the acquisition cost of EUR 63 thousand as at 31 December 2024 (31 December 2023: EUR 101 thousand) was fully amortised but still in use.

Depreciation of grants in amount of EUR 177 thousand as at 31 December 2024 (31 December 2023: EUR 205 thousand) was reported in the statement of profit or loss as an offsetting of depreciation of related assets against proceeds from grants.

Taking into account changes in the regulatory framework, the value of services for the establishment of protected zones and classes of the areas acquired through public procurement, changes in the prices of services provided by the State Enterprise Centre of Registers (e-delivery, submission of registration data), the Company reviews the estimated cost of establishing special land use conditions and remeasures the intangible asset and liability over the expected term of fulfilment of obligation. Due to changes in assumptions, the value of provision and related intangible assets was reduced by EUR 48 thousand as at 31 December 2024, and by EUR 264 thousand as at 31 December 2023.

6. Property, plant and equipment

Movements on the property, plant and equipment account during the current and previous reporting period were as follows:

	Land	Buildings	Structures and equip- ment	Plant and machinery	Vehicles	Other PP&E	Constru- ction work in progress	Total
As at 31 December 2022	125	6,527	229,891	33,831	220	3,849	6,646	281,089
Acquisition/revaluation amount	125	7,720	250,016	47,571	967	8,702	6,646	321,747
Accumulated depreciation	-	(1,193)	(20,125)	(13,740)	(747)	(4,853)	-	(40,658)
Net book value as at 31 December 2022	125	6,527	229,891	33,831	220	3,849	6,646	281,089
Additions	-	-	83	25	2	55	34,767	34,932
Write-offs	-	(13)	(440)	(183)	-	(9)	-	(645)
Sales	-	-	-	-	-	(1)	-	(1)
Impairment (reversal) of assets	-	-	(57)	-	-	-	11	(46)
Revaluation	11	85	(8,821)	4,010	21	9	-	(4,685)
Reclassification from/to inventories	-	-	(38)	(12)	-	(1)	-	(51)
Reclassifications between categories	-	1,343	13,727	3,414	-	2,378	(20,862)	-
Depreciation charge	-	(295)	(6,156)	(3,383)	(108)	(1,612)	-	(11,554)
Off-set of grants against non-current assets	-	-	-	-	-	-	(14,686)	(14,686)
As at 31 December 2023	136	7,647	228,189	37,702	135	4,668	5,876	284,353
Acquisition/revaluation amount	136	7,647	228,189	37,702	135	4,668	5,876	284,353
Accumulated depreciation	-	-	-	-	-	-	-	-
Net book value as at 31 December 2023	136	7,647	228,189	37,702	135	4,668	5,876	284,353

Net book value as at 31 December 2023	136	7,647	228,189	37,702	135	4,668	5,876	284,353
Additions	-	-	(2)	191	3	165	5,588	5,945
Write-offs	-	-	(441)	-	(2)	(1)	(29)	(473)
Disposals	-	-	-	-	-	(2)	-	(2)
Reclassification from/to inventories	-	-	(7)	77	(40)	-	-	30
Reclassifications between categories	-	1,278	6,064	259	-	1,344	(8,945)	-
Depreciation charge	-	(351)	(6,855)	(3,989)	(92)	(1,973)	-	(13,260)
Reversal of grants recognised	-	34	193	77	-	27	(170)	161
As at 31 December 2024	136	8,608	227,141	34,317	4	4,228	2,320	276,754
Acquisition/revaluation amount	136	8,959	233,996	38,306	96	6,201	2,320	290,014
Accumulated depreciation after revaluation	-	(351)	(6,855)	(3,989)	(92)	(1,973)	-	(13,260)
Net book value as at 31 December 2024	136	8,608	227,141	34,317	4	4,228	2,320	276,754

The Company’s part of property, plant and equipment with the acquisition (revaluation) cost of EUR 196 thousand as at 31 December 2024 (31 December 2023: EUR 94 thousand) was fully depreciated but still in use.

In the Company non-current assets are accounted at revalued amount of assets, reduced by the amount of accumulated depreciation, recognized grants and impairment losses.

The cost of PP&E in 2024 included: the renovation of cathodic protection systems amounting to EUR 649 thousand; the reconstruction of the Dispatching Building amounting to EUR 1,230 thousand; the installation of the gas pipeline shutoff devices and the remote control systems (SCADA) amounting to EUR 1,190 thousand, the reconstruction of the main gas pipelines based on diagnostics results amounting to EUR 724 thousand, etc.

Prepayments for PP&E, reflected under construction in progress:

	As at 31 December 2024	As at 31 December 2023
Carrying amount at the beginning of the period	48	-
Prepayment for PP&E during the period	269	87
Moved to construction in progress	(297)	(39)
Carrying amount at the end of the period	20	48

Depreciation of grants in amount of EUR 5,181 thousand as at 31 December 2024 (As at 31 December 2023: EUR 4,293 thousand) was reported in the statement of profit or loss as an offsetting of depreciation of related assets against proceeds from grants.

No borrowing costs (interest) were added to the cost of PP&E during 2024, whereas at 31 December 2023 EUR 329 thousand capitalised borrowing costs (interest) were added to the cost of PP&E.

The Company did not revalued its property, plant and equipment as at 31 December 2024. Given that there have been no significant changes in the regulatory environment in 2024, the Company did not identify a significant difference between the carrying amount of its property, plant and equipment as at 31 December 2024 and its fair value at the date of the financial statements.

Value of PP&E in 2023

The Company accounts for property, plant and equipment at revalued amount in accordance with IAS 16 Property, Plant and Equipment. Based on the requirements set forth in paragraph 34 of IAS 16, as at December 2023 the Company revalued its property, plant and equipment by recognising a negative revaluation result of EUR 4,685 thousand. When evaluating property, plant and equipment, the Company determined that, as at 31 December 2023, the fair value of the property, plant and equipment (including construction in progress) was EUR 284,353 million, which was EUR 4,685 thousand lower than the carrying amount of PP&E before remeasurement as at 31 December 2023. The evaluation was carried using internal finance and accounting experts of the Company, with the assistance of experienced external asset valuation consultants throughout the process.

The valuation of property, plant and equipment was carried out using the replacement cost method and the discounted cash-flow methods.

The change in the value of property, plant and equipment was largely influenced by the regulatory principles applied to natural gas transmission activities, the rate of return on investments set by the Council for natural gas transmission activities, which was actually lower than the discount rate.

The valuation involved the following steps:

replacement costs of new assets (RCN) were estimated;

the physical deterioration and functional obsolescence of the assets was determined; and

the economic obsolescence of the assets was assessed (using the income approach).

The cost method involves determining the replacement cost of a new asset (RCN) at the level of the individual asset item. A direct cost method was applied to 68% of PP&E (based on the asset’s carrying amount as at 31 December 2023), whereby RCN was estimated for new assets. RCN includes the cost of materials, installation works, labour, transportation and handling fees, overall costs of contractor. The market prices were determined using the data of the Company’s transactions for the last three years, the financial statements of the European Union Agency for the Cooperation of Energy Regulators (ACER), other enterprises operating in natural gas sector, and other publicly available data.

During the valuation, indirect cost method was applied to assets, for which it was impossible to apply a direct cost method due to their multiple nature or for which insufficient data was available. Indirect cost method was applied to approx. 1% of PP&E value (determined when calculating carrying amount as at 31 December 2023). The indirect cost method was

used to determine the current replacement value of each new asset by indexing (based on consumer price, gas price, metal price and building cost indices published by Statistics Lithuania) the capitalized historical cost of the new asset.

The asset’s RCN value which fell below the regulated asset base (RAB) after physical and functional obsolescence was treated as equal to RAB.

The direct market value method was used to determine the values of land and process gases, however, after adjusting for economic obsolescence, the values were treated as equal to RAB. This method was applied to approx. 1% of PP&E value (determined when calculating carrying amounts as at 31 December 2023).

RCN was calculated at underlying asset level, while the Iowa-type survivor curves were applied to allocate the identified value of the asset item to asset components. These curves were used to determine the life cycle of asset based on economic useful life, in view of current repairs and maintenance. The application of residual value was conditioned on the asset class (Hold Factor).

Further reduction in RCN by the amount of obsolescence resulted in the amount of the depreciated replacement cost (DRC). The DRC premium is the difference between DRC and RAB. The assets fair value was obtained by applying the 3.4% economic obsolescence, plus the RAB value.

The following key assumptions of the replacement cost method were used in valuation:

1.RCN values, which reflect all costs that are incurred upon creation of new identical assets.

2.Hold factor, which establishes the minimum value for an asset, since the Company can continue to use fully depreciated assets.

3.The economic obsolescence was estimated at 3.4%.

In discounted cash flow method (DCF), future cash flows are estimated and discounted by using cost of capital to give their present values. This method was applied to measure the fair value of property, plant and equipment and to estimate the economic obsolescence.

For the purpose of fair value measurement and estimation of the economic obsolescence, the cash flow forecast was developed for the period from October 2023 to 2028. The terminal value of cash flows is applied in subsequent periods.

Key assumptions of the DCF model:

in the Certificate No O5E-389 of 8 May 2023, the Council set the cap on the revenue from natural gas transmission activities of the Company of EUR 67,011 thousand for 2024;

the Council approved a 5.04% pre-tax return on investments (WACC) for 2024, while in the long term, based on the Council’s WACC methodology and market trends, the rate of return on investments will increase and will be equal to the discount rate of 6.07% (pre-tax);

a discount rate (post-tax) of 5.16% was applied to discount the cash flows;

the Company’s operating costs are estimated in accordance with the Council’s methodology for determining the revenue and prices of natural gas transmission activities. Some costs are not included in the regulated prices;

the estimation of the going-concern value of discounted cash flows excludes the growth rate (equal to 0).

Asset values estimated using the DRC method were reduced in proportion to the results of the economic obsolescence test (the total fair value of assets was determined using DCF method), except for assets for which such allocation would have resulted in a value lower than the asset’s RAB value. For such assets the RAB was considered to be its fair value. The amount of reduction that would otherwise have been allocated to the asset was allocated pro rata to the other assets. In order to distribute the value of economic obsolescence among separate items of assets so that the resulting value would reflect more accurately the fair value of the respective separate item of assets, the Company followed a policy whereby the fair value of particular item of assets would not be lower than the RAB assumption used in respect of that particular item of assets.

Economic obsolescence was applied (i.e. distributed) to all assets, except for the following categories (or separate items of assets from different categories), where DRC was approximated to the carrying amount of these assets:

construction in progress; because new projects reflect the fair value best, which is included in RAB at full;

other items of property, plant and equipment that are not directly related to the underlying technological asset (e.g. office buildings, furniture, tools, computers, equipment);

assets with the fair value equal to the net book amount for the purpose of valuation (assets acquired during the period from 1 January 2023 to 31 December 2023).

The main reasons for the change in the value of separate items of assets include the following:

impact of the economic obsolescence: the differences between financial and regulatory accounting polices resulted in recognition of the CBCA contribution to the Polish TSO as a non-current asset in the financial accounts, but it was not recognised as RAB by the Council (the asset’s value decreased), however, the other assets were accounted for at a carrying amount which was lower the value of the RAB set for these assets (as a result the value of the assets increased);

new values were established (set) for fully depreciated assets that are still in use.

Fair value hierarchy of property, plant and equipment. The fair value of revalued property, plant and equipment is attributed to Level 3 of the fair value hierarchy.

Sensitivity analysis. Based on the provisions set forth in paragraph 93 of IFRS 13, the Company performed fair value sensitivity analysis in respect of changes in unobservable inputs. The fair value measurement is the most sensitive to the rate of return (WACC) set by the Council and the discount rate.

The fair value of the asset sensitivity is presented for the following scenarios:

Scenario (1) of sensitivity analysis:

to determine the level of revenue from 2024 onwards, the Council would apply a rate of return of 6.04/4.04% (currently WACC is set at 5.04% for 2024) with a 1% increase/decrease in the rate of return and the other valuation parameters remaining unchanged; a 1% increase in WACC would result in the EUR 9,727 thousand increase in the fair value of property, plant and equipment, and a 1% drop in WACC would result in the EUR 9,727 thousand decrease in the fair value of property, plant and equipment.

Scenario (2) of sensitivity analysis:

applying a 1% higher/lower discount rate (after tax), which is 6.16/4.16%, with the other valuation parameters remaining unchanged; a 1% increase in the discount rate would result in the EUR 11,544 thousand decrease in the fair value of property, plant and equipment, and a 1% decrease in the discount rate would result in the EUR 12,181 thousand increase in the fair value of property, plant and equipment.

Below is the table on the asset’s sensitivity analysis:

	WACC (pre-tax return on investments approved by the Council)
Discount rate (post-tax)	Change		4.04%	5.04%	6.04%
	Change		-1.0%	0.0%	1.0%
	4.16%	-1.0%	2,189	12,181	22,174
	5.16%	0.0%	(9,727)	-	9,727
	6.16%	1.0%	(21,017)	(11,544)	(2,070)

The table below presents the net book values of property, plant and equipment, which would have been recognised had the historical cost method been used, less grants received and negative revaluations that would be treated as an impairment equivalent, as at 31 December 2024 and 31 December 2023:

	Land	Buildings	Structures and equipment	Plant and machinery	Vehicles	Other PP&E	Construction work in progress	Total
As at 31 December 2024	125	8,519	225,655	32,958	4	4,225	2,320	273,806
As at 31 December 2023	125	7,553	226,645	36,135	114	4,651	5,876	281,099

The revaluation impact on profit or loss and other comprehensive income is presented below:

	Recognised in other comprehensive income (revaluation reserve)	Recognised through profit or loss	Total revaluation impact
Increase in net book value as at 31 December 2023	3,255	18,568	21,823
(Decrease) in net book value as at 31 December 2023	-	(26,508)	(26,508)
Total revaluation impact at 31 December 2023:	3,255	(7,940)	(4,685)

Had the value of the Company‘s PP&E been not reduced by the amount of grants, the carrying amount of PP&E as at 31 December 2024 would be higher by EUR 132,109 thousand (31 December 2023: EUR 137,451 thousand). Information on grants received/receivable used to reduce the value of property, plant and equipment:

	As at 31 December 2024	As at 31 December 2023
Carrying amount at the beginning of the period	137,451	127,087
Grants used for the acquisition of fixed assets	-	14,686
Depreciation charge	(5,181)	(4,293)
Write-offs	(161)	(29)
Carrying amount at the end of the period	132,109	137,451

7. Loss of control of subsidiary, investment in associate

Once the General Meeting of Shareholders approved the sale of shares in GET Baltic and the material terms and conditions thereof on 11 April 2023, the sale of a 66 % shareholding in GET Baltic was completed on 31 May 2023.

The Company lost control of GET Baltic following the completion of the share sale transaction on 31 May 2023. The remaining part of the investment in GET Baltic after the loss of control is recognised as an investment in an associate, which is accounted for using the equity method and measured at fair value at the time of loss of control. The fair value of investment in GET Baltic was determined on the basis of the sale of 66% of the shares. In the consolidated statement of comprehensive income, the result of disposal of the subsidiary (after considering the GET Baltic shares’ call/put options) and revaluation of the remaining part of investment in associate was EUR 9,489 thousand, of which gain on disposal of control was EUR 6,627 thousand, and gain on revaluation of investment in associate was EUR 2,862 thousand. In the separate financial statements, the result of disposal of the subsidiary (after considering the GET Baltic shares’ call/put options) and revaluation of the remaining part of investment in associate was EUR 10,146 thousand, of which gain on disposal of control was EUR 7,059 thousand, and gain on revaluation of investment in associate was EUR 3,087 thousand.

The investment in associate is recorded in the consolidated and separate financial statements using the equity method.

Loss of control of subsidiary

Effect of loss of control on the items of the consolidated statement of comprehensive income:

	2023
Gain on disposal of subsidiary, cash	6,500
Fair value after the revaluation of the remaining part of the investment	3,348
Fair value of options at the date of issue	1,070
Fair value of the loss of control transaction	10,918
Net assets of subsidiary	(1,429)
Gain on loss of control and revaluation of associates	9,489

Effect of loss of control on the items of the separate statement of comprehensive income:

	2023
Gain on disposal of subsidiary, cash	6,500
Fair value after the revaluation of the remaining part of the investment	3,348
Fair value of options at the date of issue	1,070
Fair value of the loss of control transaction	10,918
Carrying amount of investment in subsidiary	(769)
Other transaction costs	(3)
Gain on loss of control and revaluation of associates	10,146

Main categories of assets and liabilities over which the control was lost at the time of loss of control:

Non-current assets	498
Intangible assets	409
Property, plant and equipment	3
Right-of-use assets	82
Non-current financial assets	4
Current assets	41,791
Prepayments	20
Receivables	7,274
Other current financial assets	33,304
Cash and cash equivalents	1,193
Total assets:	42,289
Non-current liabilities	48
Non-current lease liabilities	48
Current liabilities	40,812
Current portion of lease liabilities	34
Trade payables, prepayments received and other payables	40,602
Income tax liability	59
Employment-related liabilities	117
Total liabilities:	40,860
Net assets	1,429

Information on the cash flow generated by the subsidiary is provided below:

	2023
Net cash flows from operating activities	494
Net cash flows used in investing activities	437
Cash flows from/used in financing activities	(555)
Net increase in cash generated by the subsidiary	376

Investment in associate

Investment in an associate in consolidated and separate financial statements is accounted for using the equity method.

Summarized statement of financial position of GET Baltic is presented below:

	As at 31 December 2024	As at 31 December 2023
Non-current assets	165	353
Current assets	53,343	74,900
Total assets:	53,508	75,253
Non-current liabilities	43	36
Current liabilities	51,414	72,920
Total liabilities:	51,457	72,956
Net assets	2,051	2,297
Group's share, %	34%	34%
Group's share of net assets	697	781
Group's share of godwill	2,863	2,863
Carrying amount of investment in associate	3,560	3,644

Summarized statement of comprehensive income of GET Baltic for the period ended 31 December 2024 and for the period of 2023 from the date of loss of control until 31 December 2023:

	1 January - 31 December 2024	1 June - 31 December 2023
Revenue	1,918	1,111
Profit before tax	1,676	1,027
Income tax benefit (expenses)	(264)	(159)
Net profit (loss)	1,412	868
Other comprehensive income	-	-
Total comprehensive income for the period	1,412	868
Total comprehensive income attributable to the Company/ Group	480	295
Dividends paid to Company/Group	564	-

Changes in carrying amount of the investment in associate due to the application of the equity method:

	As at 31 December 2024	As at 31 December 2023
Carrying amount at the beginning of the period	3,644	-
Acquisition	-	3,348
Associate’s net profit (loss)	480	295
Associate’s other comprehensive income	-	-
Dividends received	(564)	-
Carrying amount at the end of the period	3,560	3,644

8. Right-of-use assets

As described below, the Group and the Company have taken on lease office premises, motor vehicles, and land. Lease periods for premises, motor vehicles and land are 5-10 years, 3 years, and 99 years, respectively. The Group and the Company assessed the probability of exercising the lease extension option when recognising right-of-use assets and lease liabilities, and when determining the lease periods.

As at 31 December 2024, the initial cost of moto vehicles recognised as right of use assets amounted to EUR 2,076 thousand, lease period was 3 years.

From 1 January 2024 the Company has reviewed the value of right of use assets (office premises) for rent indexation. The rent for the office premises may be revalued based on the average change in the consumer price index in line with inflation, but may not exced 2 per cent.

	Buildings	Land	Vehicles	Total
Net book value at 31 December 2022	1,495	1,478	392	3,365
New leases	-	-	217	217
Indexation	31	-	-	31
Write-offs	-	-	-	-
Depreciation charge	(180)	(16)	(317)	(513)
Net book value as at 31 December 2023	1,346	1,462	292	3,100
Initial cost	1,747	1,534	1,442	4,723
Accumulated depreciation	(401)	(72)	(1,150)	(1,623)
Net book value as at 31 December 2023	1,346	1,462	292	3,100
				-
Net book value as at 31 December 2023	1,346	1,462	292	3,100
New leases	-	-	2,076	2,076
Indexation	28	-	-	28
Write-offs	-	-	-	-
Depreciation charge	(184)	(16)	(723)	(923)
Net book value as at 31 December 2024	1,190	1,446	1,645	4,281
Initial cost	1,775	1,534	2,399	5,708
Accumulated depreciation	(585)	(88)	(754)	(1,427)
Net book value as at 31 December 2024	1,190	1,446	1,645	4,281

As the useful life of the right-of-use assets is longer than the lease term, depreciation is calculated from the commencement date of the lease till the end of the lease term.

9. Derivatives

The Company’s derivatives are reported under the following items of the statement of financial position:

	As at 31 December 2024	As at 31 December 2023
Non-current assets
Put option of GET Baltic	1,153	1,226
Total non-current derivative assets:	1,153	1,226

Current liabilities
Call option of GET Baltic	654	364
Total current derivative liabilities:	654	364

Share option	Subscription date	Maturity	Exercise price, EUR	Fair value of option
Share option	Subscription date	Maturity	Exercise price, EUR	As at 31 December 2024	As at 31 December 2023
Put Option	As at 31 May 2023	As at 31 May 2027	4.07	1,153	1,226
Call Option	As at 31 May 2023	As at 31 December 2026	3.97	654	364

The call option can be exercised at any time after the investor has fulfilled its obligations, therefore this obligation is classified as a current liability. The fair value was determined based on the most likely option exercise period estimated by the management.

Information on the changes in the fair value of derivatives:

	As at 31 December 2024	As at 31 December 2023
Non-current assets
Carrying amount at the beginning of the period	1,226	-
Initial recognition		1,392
Change in fair value	(73)	(166)
Carrying amount at the end of the period	1,153	1,226

Current liabilities
Carrying amount at the beginning of the period	364	-
Initial recognition		322
Change in fair value	290	42
Carrying amount at the end of the period	654	364

Below are the assumptions and estimates used to measure fair values of financial instruments.

The Black-Scholes model was used to estimate an option's fair value. The assumptions used in estimating the option’s fair value as at 31 December 2024 were as follows:

	Put Option	Call Option
Current stock price, EUR	4.09	4.09
Strike price, EUR	4.07	3.97
Time to maturity (years)	2.4	2.0
Dividend yield (%)	8.07	8.07
Volatility (%)	38.40	38.40
Risk free interest rate (%)	2.30	2.30

The current stock price was determined under the income approach, using the discounted cash flows calculation method.

Sensitivity of the put option’s fair value to changes in key assumptions as at 31 December 2024, the impact in EUR^’000 is presented for a 34% shareholding:

Volatility (%)			34.56%	38.40%	42.24%
Current stock prce	Pokytis		-10.00%	0.00%	10.00%
	EUR 3,68	-10.00%	145	218	291
	EUR 4,09	0.00%	(83)	-	83
	EUR 4,50	10.00%	(270)	(187)	(93)

Sensitivity of the call option’s fair value to changes in key assumptions as at 31 December 2024, the impact in EUR^’000 is presented for a 34% shareholding:

Volatility (%)			34.56%	38.40%	42.24%
Current stock prce	Pokytis		-10.00%	0.00%	10.00%
	EUR 3,68	-10.00%	280	208	135
	EUR 4,09	0.00%	73	-	(83)
	EUR 4,50	10.00%	(166)	(249)	(332)

The assumptions used in estimating the option’s fair value as at 31 December 2023 were as follows:

	Put Option	Call Option
Current stock price, EUR	3.50	3.50
Strike price, EUR	4.07	3.62
Time to maturity (years)	3.4	1.4
Dividend yield (%)	5.26	5.26
Volatility (%)	29.26	29.26
Risk free interest rate (%)	2.57	2.57

Sensitivity of the put option’s fair value to changes in key assumptions as at 31 December 2023, the impact in EUR^’000 is presented for a 34% shareholding:

Volatility (%)			24.26%	29.26%	34.26%
Current stock prce	Pokytis		-5.00%	0.00%	5.00%
	EUR 3,15	-10.00%	93	187	280
	EUR 3,50	0.00%	(114)	-	114
	EUR 3,85	10.00%	(291)	(166)	(42)

Sensitivity of the call option’s fair value to changes in key assumptions as at 31 December 2023, the impact in EUR^’000 is presented for a 34% shareholding:

Volatility (%)			24.26%	29.26%	34.26%
Current stock prce	Pokytis		-5.00%	0.00%	5.00%
	EUR 3,15	-10.00%	208	135	73
	EUR 3,50	0.00%	73	-	(83)
	EUR 3,85	10.00%	(21)	(104)	(187)

10. Inventories

	As at 31 December 2024	As at 31 December 2023
Raw materials, spare parts and other inventories	1,245	1,052
Natural gas	3,908	4,339
Assets held for sale	40	-
Inventories, gross	5,193	5,391
Less: impairment	(432)	(517)
Total inventories	4,761	4,874

The acquisition cost of the Company’s inventories accounted for at net realisable value as at 31 December 2024 amounted to EUR 794 thousand (31 December 2023: EUR 969 thousand). Inventory write-down allowance was included in other expenses.

Inventories recognised as expenses during the reporting period amounted to EUR 17,740 thousand as at 31 December 2023 (31 December 2022: EUR 26,854 thousand).

11. Trade receivables

	As at 31 December 2024	As at 31 December 2023
I. Trade receivables under contracts with customers
I.1 Receivables after one year	-	-
Net book of receivables after one year:	-	-
I.2. Current trade receivables
Receivables for transmission of natural gas	8,103	6,770
Receivables for natural gas	112	713
Receivables for balancing of transmission system	1,564	1,553
Receivables for other services	4	2
Less: expected credit losses for trade receivables	(23)	(19)
Trade receivables under contracts with customers	9,760	9,019
II. Trade receivables under other contracts
Other trade receivables	3	11
Less: impairment of trade receivables	-	-
Total trade receivables under other contracts	3	11
Total trade receivable	9,763	9,030

Current trade receivables are interest free and their settlement term is typically between 7 and 30 calendar days. Impairment allowance of EUR 23 thousand was established for trade receivables as at 31 December 2024 (31 December 2023: EUR 19 thousand). The change in trade receivables as at 31 December 2024, compared to 31 December 2023, was a response to higher volumes of natural gas transmitted due of increased natural gas consumption

The Company applies a simplified credit risk assessment approach as required by IFRS 9, and accounts for loss allowances for lifetime credit losses from initial recognition of receivables.

To determine credit losses for receivables, the Company applies an individual assessment and a provision matrix. The loss ratio matrix is based on historical data for a period exceeding 36 months on settlements of debts by customers. The loss ratios may be adjusted in view of macroeconomic forecasts. The loss ratios are classified into separate groups of receivables on the basis of credit risk characteristics and overdue period. Debts of entities undergoing or in bankruptcy/liquidation are subject to a 100% expected credit loss ratio.

Expected credit losses of trade receivables as at 31 December 2024 were as follows:

	Not past due	1-30 days	31-90 days	91-180 days	181 and more days	Total:
Trade receivables assessed individually	3,619	-	-	-	-	3,619
Expected credit losses	(15)	-	-	-	-	(15)
Trade receivables assessed collectively
State-owned companies	2,673	-	-	-	-	2,673
Loss ratio (%)	0%	0%	0%	0%	0%
Expected credit losses	-	-	-	-	-	-
Other entities	3,273	221	-	-	-	3,494
Loss ratio (%)	0,04%	2,99%	5,83%	17,55%	100%
Expected credit losses	(1)	(7)	-	-		(8)
Total trade receivables	9,565	221		-	-	9,786
Total expected credit losses	(16)	(7)	-	-	-	(23)

Expected credit losses of trade receivables as at 31 December 2023 were as follows:

	Not past due	1-30 days	31-90 days	91-180 days	181 and more days	Total:
Trade receivables assessed individually	2,945	-	-	-	-	2,945
Expected credit losses	(7)	-	-	-	-	(7)
Trade receivables assessed collectively
State-owned companies	2,174	-	-	-	-	2,174
Loss ratio (%)	0%	0%	0%	0%	0%
Expected credit losses	-	-	-	-	-	-
Other entities	3,764	6	159	-	1	3,930
Loss ratio (%)	0,04%	2,99%	5,83%	17,55%	100%
Expected credit losses	(2)	-	(9)	-	(1)	(12)
Total trade receivables	8,883	6	159	-	1	9,049
Total expected credit losses	(9)	-	(9)	-	(1)	(19)

For the purpose of the individual assessment, the range of expected credit losses was 0-2.0% in 2023 (2023: 0-1.1%).

Movement on impairment allowance account of the Company‘s trade receivables:

	As at 31 December 2024	As at 31 December 2023
Carrying amount at the beginning of the period	19	17
Impairment (reversal of impairment)	4	2
Carrying amount at the end of the period	23	19

12. Other receivables

	As at 31 December 2024	As at 31 December 2023
Non-financial assets
LNG terminal funds receivable	11,626	9,377
Grants receivable	-	7,360
Taxes receivable	221	37
Total non-financial assets	11,847	16,774
Contract assets	1,220	1,798
Financial assets
Other receivables	85	502
Total financial assets	85	502
Total other receivables	13,152	19,074

The fair value of other receivables of the Company approximates their carrying amount.

As at 31 December 2024 LNG terminal funds receivable included an overdue amount of EUR 7,632 thousand, whereof overdue amount of Achema AB amounted to EUR 7,429 thousand. As at 31 December 2023, the overdue amount included in LNG terminal funds receivable amounted to EUR 6,582 thousand of which EUR 6,432 thousand of AB Achema debt. The legal dispute with Achema AB is disclosed in Note 38.

The Company does not recognise impairment for the LNG terminal funds receivable as the Company, acting as administrator of the LNG terminal funds, is not exposed to credit risk.

Since the LNG terminal funds are not treated as assets of the administrator of the LNG terminal funds based on the Description of the procedure for administration of the LNG terminal funds, and therefore, they cannot be subject to debt recovery procedures based on the obligations of the administrator of the LNG terminal funds that are not related to the administration of the LNG terminal funds.

The decrease in grants receivable was influenced by the support received from the EU Structural Funds to fund the Company’s investment projects, of which EUR 3,196 thousand was the financing of the gas pipeline interconnection

between Lithuania and Poland (GIPL); EUR 253 thousand - the financing for the gas pipline interconnection between Lithuania and Latvia (ELLI) under the Connecting Europe Facility (CINEA) fund; EUR 3,743 thousand - the financing from the European Regional Development Fund.

No impairment was established for the Company‘s other amounts receivables as the amount is insignificant.

13. Other financial assets

As at 31 December 2024 and 31 December 2023, the Company’s other financial assets comprised term deposits, security deposits collected from the system users and LNG terminal funds. Part of the security deposits received from the system users is held in the form of term bank deposits. Three fixed-term deposit agreements with different maturities were concluded for storage of the deposits: EUR 575 thousand (12-month fixed-term deposit), EUR 140 thousand (6-month fixed-term deposit), and EUR 177 thousand (4-month fixed-term deposit). On 27 September 2024, the Company entered into a term deposit agreement for a period of 6 months in the amount of EUR 5,815 thousand to meet the Company’s future long-term obligations.

The Company holds its deposits for guarantees, security deposits and term deposits with banking institutions, that are rated by rating agencies as having high investment-grade ratings for long-term obligations: Standard & Poors (A+), Moody’s (Aa3) anf Fitch (AA-). Consequently, ECLs were not recognised for other financial assets.

	As at 31 December 2024	As at 31 December 2023
LNG terminal funds	3	-
Deposits received	917	528
Fixed-term deposits	5,815	-
Total other financial assets	6,735	528

14. Cash and cash equivalents

	As at 31 December 2024	As at 31 December 2023
Cash at bank	31	121
Total cash and cash equivalents	31	121

The Company keeps its cash balances on bank accounts. As at 31 December 2024, the cash balance was not material due to the Company’s and the Group’s treasury management policy aimed at maintaining minimum cash balances.

The table below presents the long-term foreign currency credit ratings of the banks with which the Group kept its cash balances as at 31 December 2024:

Bank	Cash at bank a at 31 December 2024	Credit rating agency
Bank	Cash at bank a at 31 December 2024	Moody‘s	Standart&Poor‘s	Fitch Ratings
Bank No.1¹⁾	5	Aa3	A+	AA
Bank No.2¹⁾	26	Aa3	A+	AA-

¹⁾ The ratings assigned to the parent banks as at 31 December 2024.

15. Issued capital

The Company‘s share capital amounted to EUR 51,731 thousand and it is divided into 178,382,514 ordinary registered shares with par value of EUR 0.29 each. All shares were fully paid as at 31 December 2024 and 31 December 2023.

16. Dividends

The Ordinary General Meeting of Shareholders held on 30 April 2024 approved the distribution of profit for 2023. EUR 20,174 thousand was allocated to payment of dividends, i.e. EUR 0.1131 per share.

During the Company‘s Ordinary General Meeting of Shareholders held on 11 April 2023, the decision was made to pay put dividends in total amount of EUR 12,059 thousand, i.e. EUR 0.0676 per share.

17. Reserves

Legal reserve

A legal reserve is a compulsory reserve under the laws of the Republic of Lithuania. Annual transfers of not less than 5% of net profit are compulsory until the reserve reaches 10% of the authorised share capital.

The Company’s legal reserve amounts to EUR 5,173 thousand and represents 10% of its authorised share capital.

Other reserves

Other reserves are formed by the decision of the Annual General Meeting of Shareholders regarding the proposed appropriation of profit. When approving the proposed appropriation of profit for 2023, an unutilised reserves EUR 114,430 thousand were transferred back to retained earnings, a EUR 403 thousand share of profit allocated to a target reserve for support.

The Company’s profit for the development of its operations and for the implementation of strategic projects, temporarily restricting the use of profits, was accrued in other reserves. Reserves were cancelled following the achievement of the objectives for which the restrictions on the use of profits were imposed.

When approving the proposed appropriation of profit for 2022, an unutilised reserve for support of EUR 166 thousand by the decision of the Annual Meeting Of Shareholders was reclassified back to retained earnings, a EUR 3,827 thousand was transferred to other reserves of which EUR 471 thousand a target reserve for support.

Revaluation reserve

Below is the impact of revaluation of property, plant and equipment on revaluation reserve as at 31 December 2023 and changes in the revaluation reserve over 2024.

	As at 31 December 2024	As at 31 December 2023
Carrying amount at the beginning of the period	2,767	-
PP&E revaluation impact	-	3,255
Transfer of revaluation reserve to retained earnings	(304)	-
Effect of deferred income tax	46	(488)
Impact of a change in income tax tariff	(30)	-
Carrying amount at the end of the period	2,479	2,767

Pursuant to Articles 39, 42, 51 and 59 of the Law on Companies of the Republic of Lithuania, no part of the revaluation reserve may be distributed, either directly or indirectly, it may be used only to increase the issued capital. The general meeting of shareholders may not adopt a decision to pay dividends if the equity capital of the company is lower or upon payment of dividends would become lower than the revaluation reserve, i.e. the use of the revaluation reserve for profit/loss allocation is prohibited.

18. Grants

Grants comprise grants for the acquisition of non-current assets and compensation of expenses. As at 31 December 2024 and 31 December 2023 movements in grants were as follows:


Opening balance	As at 31 December 2024	As at 31 December 2023
Grants receivable (Note 12)	7,360	6,976
Grants received in advance (current liabilities)	(10)	(107)
	7,350	6,869
Recognised grants
Transfer to property, plant and equipment (Note 6)	-	14,686
Transfer to intangible assets (Note 5)	-	-
Write-off	(161)	-
Grants used for compensation of expenses	3	54
	(158)	14,740
Grants received
Grants received as cash	7,192	14,259
	7,192	14,259

Grants received in the form of assets	-	-

Closing balance
Grants receivable (Note 12)	-	7,360
Grants received in advance (current liabilities)	-	(10)
	-	7,350

19. Borrowings

As at 31 December 2024, the Company had two long-term loan agreements with Nordic Investment Bank and European Investment Bank.

The balance of borrowings from Nordic Investment Bank, less the current portion of non-current borrowings, amounted to EUR 10,870 thousand as at 31 December 2024 (31 December 2023: EUR 13,043 thousand).

The balance of the borrowing from European Investment Bank, less the current portion of the non-current borrowing, amounted to EUR 44,443 thousand as at 31 December 2024 (31 December 2023: EUR 47,918 thousand).

To balance its working capital, on 2 September 2024 the Company and EPSO-G entered into a cash pool contract, based on which the maximum borrowing limit (overdraft) from EPSO-G was set in amount of EUR 70,000 thousand. As at 31 December 2024, the Company’s borrowings under this contract amounted to EUR 23,482 thousand (31 December 2023: EUR 25,009 thousand).

As at 31 December 2024, the weighted average interest rate on the Company’s borrowings was 2.25% (31 December 2023: 2.60%).

As at 31 December 2024, a EUR 43,870 thousand loan was subject to a variable interest rate (31 December 2023: EUR 48,095 thousand), and a EUR 40,574 thousand loan was subject to a fixed interest rate (31 December 2023: EUR 43,525 thousand). The interest rate is linked to variable 3-6-month EURIBOR rate.

The long-term loan agreements include financial covenants that the Company is obliged to comply with. The said financial covenants are defined by the following performance indicators: Financial debt-to-EBITDA ratio, Net debt to RAB ratio, Net Interest Coverage Ratio. As at 31 December 2024 and 2023, the Company complied with the covenants and obligations set forth in the loan agreements with the above mentioned banks.

	As at 31 December 2024	As at 31 December 2023
	As at 31 December 2024	As at 31 December 2023
Non-current borrowings	55,312	60,962
Current borrowings	29,482	31,084
Current borrowings	23,482	25,009
Current portion of non-current borrowings	5,649	5,649
Accrued interest payable	351	426
Total borrowings	84,794	92,046

Non-current borrowings by maturity:

	As at 31 December 2024	As at 31 December 2023
Between 1 and 2 years	5,649	5,649
Between 2 and 5 years	16,948	16,949
After 5 years	32,715	38,364
Total	55,312	60,962

Non-current borrowings grouped by maturity into fixed-rate and variable-rate loans:


	As at 31 December 2024	As at 31 December 2023	As at 31 December 2024	As at 31 December 2023
	Borrowings with a fixed interest rate	Borrowings with a fixed interest rate	Borrowings with a variable interest rate	Borrowings with a variable interest rate
2024	-	2,951	-	2,699
2025	2,951	2,951	2,699	2,699
2026	2,951	2,951	2,699	2,699
2027	2,951	2,951	2,699	2,699
2028	2,951	2,951	2,699	2,699
2029	2,951	2,951	2,699	2,699
2030	2,951	2,951	2,699	2,699
2031	2,951	2,951	525	525
2032	2,951	2,951	524	524
2033	2,951	2,951	524	524
2034	2,951	2,951	524	524
2035	2,951	2,951	524	524
2036	2,951	2,951	524	524
2037	2,951	2,951	524	524
2038	2,211	2,211	524	524
	40,574	43,525	20,387	23,086

All borrowings of the Company were obtained in the euros, and therefore, the outstanding balances of borrowings were denominated in the euros for the period of 31 December 2024 and 31 December 2023, thereby resulting in no foreign exchange effect.

There are no third-party guarantees or assets pledged by the Company as a collateral for bank borrowings.

Net debt balances:

	As at 31 December 2024	As at 31 December 2023
Cash and cash equivalents	31	121
Other liquid assets	6,707	-
Non-current borrowings	(55,312)	(60,962)
Lease liabilities	(3,492)	(2,933)
Current portion of non-current borrowings	(5,649)	(5,649)
Current borrowings	(23,482)	(25,009)
Accrued interest payable	(351)	(426)
Current portion of lease liabilities	(986)	(317)
Net debt	(82,534)	(95,175)

Reconciliation of net debt balances and cash flows from financing activities:

	Cash	Other liquid assets	Borrowings	Lease liabilities	Total
Net debt as at 31 December 2022	21	-	(101,137)	(3,514)	(104,630)
Changes in cash and cash equivalents	100	-	-	-	100
Loan (received)	-	-	-	-	-
Repayment of borrowings	-	-	24,780	-	24,780
Change in overdraft	-	-	(15,437)	-	(15,437)
Lease payments	-	-	-	512	512
Concluded lease contracts	-	-	-	(217)	(217)
Indexation	-	-	-	(31)	(31)
Other movements	-	-	-	-	-
Interest charges expensed and interest capitalised	-	-	(2,071)	(30)	(2,101)
Interest paid	-	-	1,834	30	1,864
Other non-cash changes	-	-	(15)	-	(15)
Net debt as at 31 December 2023	121	-	(92,046)	(3,250)	(95,175)

Net debt as at 31 December 2023	121	-	(92,046)	(3,250)	(95,175)
Changes in cash and cash equivalents	(90)	-	-	-	(90)
Increase in other liquid assets*	-	6,707	-	-	6,707
Loans (received)	-	-	-	-	-
Repayment of borrowings	-	-	5,649	-	5,649
Change in overdraft	-	-	1,526	-	1,526
Lease payments	-	-	-	876	876
Concluded lease contracts	-	-	-	(2,076)	(2,076)
Indexation	-	-	-	(28)	(28)
Other changes	-	-	-	-	-
Interest charges expensed and interest capitalised	-	-	(2,235)	(103)	(2,338)
Interest paid	-	-	2,312	103	2,415
Other non-cash changes	-	-	-	-	-
Net debt as at 31 December 2024	31	6,707	(84,794)	(4,478)	(82,534)

* According to the assessment of the Group‘s and the Company's management, when analyzing the level of net debt for management purposes, calculating this indicator, financial debts are reduced not only by cash and cash equivalents, but also by other liquid asset balances (Note 14), which consist of highly liquid and low-risk instruments, i.e. deposits over 90 days or government securities of high credit rating countries with a maturity of up to 360 days. The composition of the components used in calculating the indicator was selected taking into account the fact that the conversion of these financial instruments into cash can be realized in a very short time and without incurring any or insignificant financial losses.

20. Lease liabilities

Lease liabilities and their movement were as follows:

	As at 31 December 2024	As at 31 December 2023
	As at 31 December 2024	As at 31 December 2023
Carrying amount at the beginning of the period	3,250	3,514
Indexation	28	31
Concluded lease contracts	2,076	217
Terminated lease contracts (write-off of debt and accrued interest)	-	-
Interest charged	103	30
Lease payments (principal and interest)	(979)	(542)
Carrying amount at the end of the period	4,478	3,250
Non-current lease liabilities	3,492	2,933
Current lease liabilities	986	317

Future rental payments under non-cancellable lease agreements:

Lease liabilities	As at 31 December 2024	As at 31 December 2023
	As at 31 December 2024	As at 31 December 2023
Current portion	986	317
Maturity of non-current liabilities:	3,492	2,933
Between 1 and 2 years	1,013	295
Between 2 and 3 years	314	291
Between 3 and 5 years	390	386
After 5 years	1,775	1,961

Interest charged on lease liabilities and included in the Group’s finance costs amounted to EUR 103 thousand as at 31 December 2024 (31 December 2023: EUR 30 thousand).

The Company has a lease contract for office premises with variable lease payments not included in the value of lease liabilities. As from 1 January 2024, the lease rate for office premises revised in view of changes in the average consumer price index up to a maximum of 2 per cent. As at 31 December 2024, the Company’s lease payments (principal amount) totalled EUR 876 thousand (as at 31 December 2023: EUR 512 thousand).

The Company had no short-term lease contracts. The EUR 154 thousand lease payments were recognised as expenses under low-value leases which are not part of the lease liabilities.

21. Contract liabilities

Funds from connection of new system users to the gas transmission system are recognised as liabilities under contracts with customers.

Contract liabilities included as follows:

	As at 31 December 2024	As at 31 December 2023
Non-current portion of contract liabilities under connection contracts	1,700	1,530
Total non-current contract liabilities	1,700	1,530
Current portion of contract liabilities under connection contracts	89	70
Prepayments received for connection services	-	-
Total current liabilities under contracts with customers	89	70
Total contract liabilities	1,789	1,600

22. Provisions

	As at 31 December 2024	As at 31 December 2023
Provisions for pension benefits to employees	793	774
Provisions for registration of special land use conditions (protected areas)	300	356
Provision for repayment of guarantee funds	5,815	-
Carrying amount	6,908	1,130
Non-current provisions	937	667
Current provisions	5,971	463

Movement in provisions:

	Provisions for pension benefits to employees	Provisions for registration of protection zones	Provision for repayment of guarantee funds	Total
Carrying amount as at 31 December 2022	738	1,024	-	1,762
Calculated	36	-	-	36
Revised estimate	-	(264)	-	(264)
Payments made	-	(404)	-	(404)
Carrying amount as at 31 December 2023	774	356	-	1,130
Calculated	19	-	5,815	5,834
Revised estimate	-	(49)	-	(49)
Payments made	-	(7)	-	(7)
Carrying amount as at 31 March 2024	793	300	5,815	6,908

As at 31 December 2024, the Company’s employee benefit obligations related to payment of one-off benefits to employees leaving the Company at retirement age amounted to EUR 793 thousand (as at 31 December 2023: EUR 774 thousand). There are no other long-term employee benefit obligations for long-term service of employees as per the collective agreement.

Key assumptions used in assessing the Company’s and the Group’s long-term employee benefit obligations are given below:

	As at 31 December 2024	As at 31 December 2023
Discount rate	0.96%	1.24%
Annual employee turnover rate	7.12%	6.91%
Annual salary growth	2.80%	3.00%
Average time to retirement (years)	19.84	19.81

The Company has obligation to register special conditions for the use of land (protection zones). As at 31 December 2024 and 2023, the Company re-measured the provision for registration of special land use conditions (protected areas) and the related intangible assets in view of changes in assumptions. As at 31 December 2024, the provision reduced by EUR 49 thousand (31 December 2023: EUR 264 thousand). As at 31 December 2024, the Company’s outstanding obligation to register special conditions for the use of land (protection zones) amounted to EUR 300 thousand (31 December 2023: EUR 356 thousand).

Following the contractor’s failure to perform and/or improper performance of its warranty obligations under the contract for the construction of the gas pipeline interconnection between Poland and Lithuania (GIPL), the Company has received guarantee funds of EUR 5,815 thousand under the guarantee bank guarantees provided by the contractor Alvora UAB.

In the event the contractor challenges the non-performance or improper performance of its warranty obligations in court and requests to declare the Company’s claims for payment of the guarantee funds unlawful, the Company has made a provision for the expected repayment of funds received under the guarantee. More information on the legal dispute with Alvora UAB is disclosed in Note 38.

23. Trade payable

	As at 31 December 2024	As at 31 December 2023
	As at 31 December 2024	As at 31 December 2023
Payables for property, plant and equipment	969	900
Payables for goods and services	1,602	1,892
Payables for repair services	47	127
Payables for natural gas	1,513	1
Payables for balancing services	2,253	2,415
	6,384	5,335

Trade payables are non-interest bearing and are generally collectible within 30 days. As at 31 December 2024, trade payables were by 20% higher than as at 31 December 2023. The increase in trade payables was influenced by higher volumes of natural gas transmitted due of increased natural gas consumption and increased technological needs.

24. Prepayments received

	As at 31 December 2024	As at 31 December 2023
	As at 31 December 2024	As at 31 December 2023
Financial liabilities
Security deposits received	918	528
Other prepayments received	-	-
Total financial liabilities	918	528
Non-financial liabilities
Contract liabilities	89	70
Advance grants received	-	6
Other accrued revenue	-	4
Other prepayments received	29	14
Total non-financial liabilities	118	94
Total prepayments received and contract liabilities	1,036	622

As at 31 December 2024 in prepayments received consisted of comprised security deposits received from the system users as a contract enforcement measure amounted to EUR 918 thousand as at 31 December 2024 (31 December 2023 – EUR 528 thousand). The system user, before entering into the transmission contract, must provide the Company with appropriate contract enforcement measures.

25. Other amounts payable and current liabilities

	As at 31 December 2024	As at 31 December 2023
Non-financial liabilities
Employment-related liabilities	1,952	1,199
Accrued expenses relating to vocation reserve	1,525	1,654
Administered LNG terminal funds payable	10,794	8,906
Accrued administered LNG terminal funds	833	471
Real estate tax payable	780	732
Payable value added tax	-	-
Other taxes payable	16	19
Other payables	-	-
Total non-financial liabilities	15,900	12,981
Financial liabilities
Payable CBCA contribution	27,450	27,450
Payable dividends	73	65
Other payables	-	1
Accrued expenses	1,120	1,089
Derivative liabilities	654	364
Total financial liabilities	29,297	28,969
Total other payables	45,197	41,950

The Company has agreed to the commitment to pay the compensation of EUR 27,450 thousand (hereinafter the ‘CBCA contribution’) set out in the Transmission System Operators Agreement) (hereinafter the ‘ITA Agreement’) and imposed be the decision of the Agency for the Cooperation of Energy Regulators of the European Union (ACER) to the Polish TSO, calculated in accordance with the principles of cost allocation between the Member States of the gas interconnection project between Lithuania and Poland (GIPL). The CBCA contribution will be paid to the Polish transmission system operator upon receipt of its payment request based on the value of the GIPL construction works on the Polish side validated by the auditors.

The ITA agreement provides for the indexation of the CBCA contribution in the event of non-completion of the project by the deadline of 1 January 2022, considering the euro area's inflation based on Eurostat data. In addition, the CBCA contribution is adjusted by the rate calculated as the ratio between actual and planned project costs. Any financial settlements under the ITA Agreement, including the translation of GIPL costs from Polish zlotys into euro, are made at the exchange reference rates published by the European Central Bank. The exchange rate prevailing on the date of invoice must be applied. As the amendment to the ITA Agreement requires the approval of the management of the transmission system operators in the project countries, the CBCA contribution adjustment is directly dependent on the applicable exchange rate between Polish zloty and euro, which is variable, the Company is unable to reliably estimate the amount of the CBCA contribution adjustment and this uncertainty about the amount of compensation adjustment, no financial liability in respect of the adjustment is recognised.

26. Revenue

The Group‘s and the Company‘s revenue includes as follows:

	Company		Group
	2024	2023	2023
Revenue under contracts with customers
Transmission of natural gas in the territory of Lithuania	61,195	67,364	67,364
Revenue from system balancing products	12,879	12,544	12,544
Revenue from trading on exchange	-	-	812
Revenue from connection of new consumers (deferred revenue)	76	42	42
Other income	35	10	90
Total revenue from contracts with customers	74,185	79,960	80,852
Revenue other than under contracts with customers
Revenue from administration of LNG terminal funds	125	69	69
Total revenue other than under contracts with customers	125	69	69
Total revenue	74,310	80,029	80,921

	Company		Group
	2024	2023	2023
Revenue recognised over the period
Transmission of natural gas in the territory of Lithuania	61,195	67,364	67,364
Revenue from system balancing products	12,879	12,544	12,544
Membership revenue	-	-	-
Other income	236	121	201
Total revenue recognised over the period	74,310	80,029	80,109
Revenue recognised at a point in time, upon provision of services
Revenue from trading on exchange	-	-	812
Total revenue recognised at a point in time, upon provision of services:	-	-	812
Total revenue under contracts with customers	74,310	80,029	80,921

Revenue from natural gas transmission and related services decreased by 8% in 2024, compared to 2023. Revenue from transmission in 2024 decreased by 10% (EUR 6.2 million) due to a 10% decrease in the volume of natural gas transmitted; balancing revenues in 2024 increased by 3% (EUR 0.3 million), due to a higher demand for balancing services.

27. Other income

The Group‘s other income includes as follows:

	Company		Group
	2024	2023	2023
Grants recognised as income	4	54	54
Proceeds from the sale of inventories and returnable materials	4	875	875
Rental income	8	1	1
Gain on disposal of PP&E	2	19	19
Interest on late payment	39	40	40
Other income	216	319	319
	273	1,308	1,308

28. Dividend income

	Company		Group
	2024	2023	2023
Dividend income	-	542	-

In 2024, the Company received EUR 564 thousand in dividends from its associate GET Baltic. Under the equity method of accounting of the associate, dividends received from the associate are treated as a reduction in the carrying amount of the investment, rather than recognised in income. In 2023, EUR 542 thousand were received in dividends from the subsidiary GET Baltic and recognised in income.

29. Purchase of natural gas

The cost of purchase of natural gas were consisted of:

	Company		Group
	2024	2023	2023
Expenses for natural gas system balancing products	(13,079)	(18,210)	(18,210)
Expenses for natural gas technological needs	(3,430)	(7,142)	(7,142)
Total*	(16,509)	(25,352)	(25,352)

* Includes impact of changes in gas inventory balances.

In 2024, compared to 2023, natural gas costs decreased by 35%. The changes in natural gas costs were driven by:

‐a 28% decrease in expenses from balancing services due lower prices;

‐a 52% decrease in technological needs due to lower consumption and lower gas prices.

30. Payroll and related expenses

Payroll and related expenses were consisted of:

	Company		Group
	2024	2023	2023
Wages and salaries	(15,227)	(13,596)	(13,848)
Cost of social security contributions	(274)	(244)	(248)
Total wages and related costs:	(15,501)	(13,840)	(14,096)

31. Other expenses

Other expenses of the Group and Company were consisted of:

	Company		Group
	2024	2023	2023
Telecommunications and IT system expenses	(2,263)	(2,285)	(2,336)
Business trips	(304)	(259)	(259)
Consulting services	(334)	(117)	(117)
Expenses of governing bodies	(104)	(92)	(92)
Management services	(760)	(349)	(349)
Personnel development	(222)	(227)	(227)
Public relations	(177)	(236)	(236)
Premise expenses	(740)	(1,071)	(1,071)
Transport	(791)	(702)	(702)
Council fee	(1,111)	(1,321)	(1,321)
Taxes	(3,314)	(2,979)	(2,979)
Business protection	(583)	(542)	(542)
Membership fees	(258)	(242)	(242)
Insurance	(532)	(520)	(520)
Other expenses	(1,941)	(2,409)	(2,426)
Total	(13,434)	(13,351)	(13,419)

32. Financing activities

	Company		Group
	2024	2023	2023
Interest income	186	9	454
Other	-	13	13
Total finance income	186	22	467
Interest costs	(2,345)	(1,778)	(1,778)
Other finance costs	(7)	(2)	(3)
Total finance costs	(2,352)	(1,780)	(1,781)
Total finance costs, net	(2,166)	(1,758)	(1,314)

33. Current and deferred income tax

Income tax expenses include as follows:

	Company		Group
	2024	2023	2023
Current income tax expense for the reporting year	1,071	-	140
Deferred income tax expenses (benefit)	125	567	567
Income tax expenses/(benefit) for the reporting period	1,196	567	707

The movement in deferred tax assets and liabilities prior to offsetting the balances with the same fiscal authority was as follows:

Deferred income tax assets	PP&E revaluation (impairment)	Fees on connection of new consumers	Impairment of inventories and receivables	Accrued expenses	Unutilised investment incentive	Lease liabilities	Other	Total
As at 31 December 2022	2,342	196	86	303	2,192	505	145	5,769
Recognised in profit or loss	1,068	44	(6)	61	(1,744)	(40)	56	(561)
Recognised in other comprehensive income	-	-	-	-	-	-	-	-
As at 31 December 2023	3,410	240	80	364	448	465	201	5,208
Recognised in profit or loss	190	5	(7)	7	(448)	220	106	73
Recognised in other comprehensive income	-	-	-	-	-	-	-	-
As at 31 December 2024	3,600	245	73	371	-	685	307	5,281

Deferred tax liabilities	Effect of capitalisation of interest	PP&E depreciation	PP&E revaluation	Right-of-use assets	Total
As at 31 December 2022	(123)	-	-	(505)	(628)
Recognised in profit or loss	(46)		-	40	(6)
Recognised in other comprehensive income	-		(488)	-	(488)
As at 31 December 2023	(169)	-	(488)	(465)	(1,122)
Recognised in profit or loss	(7)	(17)	46	(220)	(198)
Recognised in other comprehensive income	-	-	(30)	-	(30)
As at 31 December 2024	(176)	(17)	(472)	(685)	(1,350)

	As at 31 December 2024	As at 31 December 2023
Deferred tax assets before offset	5,281	5,208
Less: deferred tax assets offset against deferred tax liabilities	(1,350)	(1,122)
Deferred tax asset, net	3,931	4,086

Deferred income tax, net, at 31 December 2022	5,141
Deferred income tax, net, at 31 December 2023	4,086
Deferred income tax, net, at 31 December 2024	3,931

Under the assessment of the Company EUR 356 thousand net deferred income tax will be realized within 12 months, EUR 3,575 thousand over a period of more than 12 months.

Deferred income tax assets and deferred income tax liabilities were offset in the Group’s and the Company’s statement of financial position, as they were related to the same tax authority.

When estimating the components of deferred income assets and liabilities as at 31 December 2024 the Company applied income tax rate of 16% , as at 31 December 2023 - income tax rate of 15%.

The reported amount of current income tax expenses can be reconciled to the income tax expenses that would result from applying a standard income tax rate of 15% to profit before tax:

	Company		Group
	2024	2023	2023
Profit (loss) before tax	9,502	13,992	13,720
Income tax (expenses) at the effective income tax rate	1,425	2,099	2,058
Non-deductible expenses, non-taxable income	56	29	111
Disposal of subsidiary and revaluation of the remaining investment in associate	-	(1,521)	(1,422)
Investment relief utilised during the reporting period	(10)	(40)	(40)
Impact of a change in the corporate income tax rate	(275)	-	-
Other	-	-	-
Adjustments to previous year income tax	-	-	-
	1,196	567	707

34. Basic and diluted earnings per share

Basic and diluted earnings (loss) per share reflect net profit (loss) divided by the weighted average number of shares. There are no diluting instruments, therefore, the basic and diluted earnings (loss) per share are the same. Calculation of basic and diluted earnings (loss) per share is presented below:

	Group
	2024	2023
Net profit attributable to equity holders of the Group (EUR ’000)	8,306	13,013
Weighted average number of shares (’000 units)	178,383	178,383
Basic and diluted earnings (loss) per share (EUR)	0.05	0.07

35. Cash flows from investing and financing activities

The impact of significant investment and financing transactions, classified as non-cash transactions, on the cash flows from financing and investing activities is disclosed below.

When calculating cash flows from investing and financing activities as at 31 December 2023, the Company took into consideration the following: changes in payables for non-current assets of EUR 2.260 thousand, re-measurement of provision for registration of special land use conditions and related intangible assets of EUR 264 thousand, payments made to set special land use conditions of EUR 404 thousand, and capitalised interest costs of EUR 329 thousand. Reclassification from non-current assets (including construction work in progress) to inventories and assets held for sale amounted to EUR 59 thousand and change in grants receivable to EUR 427 thousand.

36. Financial assets and liabilities and risk management

The Company is exposed to financial risks in its operations. By managing the risks, the Group and the Company seek to mitigate the impact of factors that might have an adverse effect on the financial performance. The Company follows the Group‘s Treasury and Financial Risk Management Policy.

Financial instruments by category based on the items of the statement of financial position:

Financial assets	Note	As at 31 December 2024	As at 31 December 2023
Financial assets at fair value through profit or loss		1,153	1,226
Derivatives	9	1,153	1,226
Financial assets at amortised cost		16,611	10,181
Trade receivables	11	9,763	9,030
Other receivables	12	85	502
Cash and cash equivalents	14	31	121
Other financial assets	13	6,732	528
Total financial assets:		17,764	11,407

Financial liabilities	Note	As at 31 December 2024	As at 31 December 2023
Financial liabilities at fair value through profit or loss		654	364
Derivatives	9	654	364
Financial liabilities measured at amortised cost		125,217	129,764
Borrowings	19	84,794	92,046
Lease liabilities	20	4,478	3,250
Trade payables	23	6,384	5,335
Other payables and liabilities	24,25	29,561	29,133
Total		125,871	130,128

The table below provides information on the values of balance sheet items exposed to credit risk:

	As at 31 December 2024	As at 31 December 2023
At fair value through profit or loss	1,153	1,226
At amortized cost	16,611	10,181
Contract assets	1,220	1,798
	18,984	13,205

Liquidity risk

Liquidity risk is managed continuously by making short-term and long-term cash flow forecasts of the Group. Where necessary, the Company relies on the forecasts to make decisions aimed at ensuring its solvency, i.e. uses the credit limit on EPSO-G’s cash pool account to balance its working capital. The cash pool agreements concluded with EPSO-G UAB is effective until 1 September 2027. Balance of undrawn credit limit as at 31 December 2024 was EUR 46,518 thousand (as at 31 December 2023, EUR 44,991 thousand).

The Group’s liquidity ratios (after elimination of effects of the LNG terminal funds under administration) were as follows as at 31 December 2024 and 2023:

	As at 31 December 2024	As at 31 December 2023
Current ratio	0.30	0.36
Quick ratio	0.24	0.28

An increase in current liabilities resulted in lower liquidity rates.

The table below presents the Company’s financial liabilities grouped by maturity as at 31 December 2024 and 2023, based on the undiscounted contractual payments (scheduled payments including interest):

	Up to 3 months	Between 3 and 12 months	Between 1 and 5 years	After 5 years	Total
Interest-bearing borrowings and liabilities	27,653	4,427	26,129	40,501	98,710
Lease liabilities	101	251	1,075	3,081	4,508
Other liabilities	1,683	27,450	364	-	29,497
Trade payables	5,335	-	-	-	5,335
Balance as at 31 December 2023	34,772	32,128	27,568	43,582	138,050
Interest-bearing borrowings and liabilities	2,575	28,143	25,200	34,080	89,998
Lease liabilities	267	803	1,835	2,873	5,778
Other current liabilities	29,561	-	654	-	30,215
Trade payables	6,384	-	-	-	6,384
Balance as at 31 December 2024	38,787	28,946	27,689	36,953	132,375

Credit risk

The maximum exposure to credit risk is equal to the amount of trade receivables (except for receivable LNG terminal funds), other receivables, cash, other financial assets, less recognised impairment losses. Delays in settlement of

significant amounts of trade receivables may affect the Company’s ordinary course of business and lead to search of additional financing sources. Credit risk is managed through regular monitoring procedures (individual supervision of debtors, monitoring and analysis of customers in order to identify potential solvency issues that may arise in the future, etc.). The Company has approved the description of administration of payments for the transmission services, which stipulates the specific actions and deadlines to be followed in order to reduce the outstanding balance of trade receivables. Creditworthiness of all customers is assessed, and in case of any deviations from the criteria set out in the Description of administration of payments for the transmission services, the risk is assessed individually in respect of creditworthiness of each customer, and, if necessary, additional credit enhancements are ensured to eliminate such risk. The Company is exposed to significant concentration of credit risk. The credit risk exposure is distributed among the Company’s 10 major customers with trade receivables from them representing 86% of the Company’s total trade receivables as at 31 December 2024 (31 December 2023: 87%).

The Group’s exposure to credit risk arises from cash at bank. The level of exposure depends on the credibility of the selected bank (Note 14). The Group has an effective treasury and financial risk management policy in place.

The policy establishes the credibility level of the banks selected for partnership; the diversification limits for funds kept as deposits or invested in the investment products of banks or their subsidiaries, other securities, etc.

The credibility of the selected partners is assessed according to the procedure established at the Company. The system users assigned with the highest risk level are assessed by engaging an entity that provides specialised creditworthiness assessment services, and an exchange participant willing to make a purchase order is required to provide a credit enhancement (advance payment or bank guarantee).

The Group does not issue guarantees to secure the fulfilment of obligations of other parties.

Interest rate risk

As at 31 December 2024 and 2023, the Group had borrowings with variable interest rates. Exposure to interest rate risk arises from variable interest rates that are linked to EURIBOR. In view of the situation in market of the interbank offered rates, the Group did not enter into any financial instrument transactions intended to manage the interest rate risk during 2024 and 2023.

The table below demonstrates the sensitivity of the Company's profit before tax to theoretic potential shifts in EURIBOR interest rates, with all other variables held constant. The Company estimates sensitivity using 100 basis points, which make 1%.

There is no impact on the Company’s equity, other than that on current year profit.

	Increase in EURIBOR, b.p.	Impact on profit before tax, EUR ’000
As at 31 December 2024	100	(1,120)
As at 31 December 2023	100	(1.230)

Natural gas price risk

The Group is exposed to a risk arising from changes in the natural gas purchase price. The changes are driven by fluctuations in Lithuanian and international natural gas markets and exchanges. The level of this risk is low as the transmission pricing approved by NERC recognises actual gas prices and therefore in 2024 the Group did not take any measures to mitigate the natural gas price risk.

Fair value of financial assets and liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Group's major financial assets and liabilities not carried at fair value are trade and other receivables, trade and other payables, current and non-current loans granted and borrowings, and finance lease.

The following methods and assumptions are used by the Group and the Company to estimate the fair value of each class of financial instruments:

a.The carrying amount of current trade and other amounts receivable, current trade and other amounts payables approximates their fair value (level 3);

b.The fair value of non-current loans received and granted is measured using the interest rate for the same or similar issues or on the current rates available for debt with the same maturity profile and similar credit risk. The Group estimated that the carrying amount of interest-bearing long-term loans was EUR 9,512 thousand as at 31 December 2024 (EUR 11,627 thousand as at 31 December 2023).

37. Consideration of climate change impact

According to the Company’s management, more stringent EU environmental policy requirements introduced in the context of combating climate change, promotion and development of renewable energy sources and more efficient use of energy will reduce consumption of natural gas for both energetic and industrial domestic needs. However, natural gas will play an important role as a transition energy in achieving European and national targets of reducing greenhouse gas emissions. A key goal se in the Company’s strategy is to work together on Lithuania’s energy transformation towards a climate neutral economy. One of the main sustainability objectives of the Company is to mitigate the environmental impact of its operations.

To significantly reduce the impact on environment, the plan of measures has been developed and consistently implemented. Actions are focused on preparing for the new EU legal framework for methane emissions.

Measures for mitigating climate change and reducing GHG emissions and related investments are covered by the Company’s Ten-Year Network Development Plan (2024-2033).

Once implemented, these investments will be included in the regulated asset base, thereby ensuring additional income and economic benefit to the Company. These investments encompass the generation of new assets and the replacement of existing depreciated assets to increase efficiency of the transmission network and sustainability. There are no plans to reduce the useful life of the existing assets or to write off the regulated assets, and there are no evidences of impairment.

In the view of the Company’s management, the requirements related to climate change do not cast significant uncertainties and doubts on the ability to continue as a going concern, and the reasonableness and effectiveness of the environmental mitigation measures. Climate-related risk does not affect the Company’s exposure to expected credit losses. The climate change impact assessments and assumptions do not pose a significant risk of material adjustments to the carrying amounts of assets and liabilities, or of impairment of non-current assets and inventories. Climate-related matters do not have a material impact on the recognition of deferred tax assets, the materialisation of contingent liabilities arising from climate change requirements, market and liquidity risk.

For more details on the climate impact refer to the Consolidated Management Report 2024, section “Sustainability Information”.

38. Off-balance sheet commitments and contingencies

Litigations

Below is information on pending civil cases:

1.Civil case regarding the award of LNG terminal funds in the amount of EUR 7,080 thousand and late payment interest in the amount of EUR 830 thousand from Achema AB under the natural gas transmission service agreements concluded on 21 December 2012 and 22 December 2014.

The District Court of Kaunas suspended the proceedings, as it is pending the decision of the European Commission on the compatibility of the LNG terminal surcharge funds collected for the period from 1 January 2016 to 31 December 2018 with the State aid rules under the EU law.

In respect of the civil case regarding award of the LNG terminal funds, the Company acts solely as an administrator of the LNG terminal funds, transfers the LNG terminal funds to their recipients only after collecting them from the buyers, and accordingly, the Company does not incur credit risk in respect of the disputed amount.

2.Civil case in which the Company is the defendant, is pending on the claim of the claimant Alvora UAB, by which it request the Court to declare the claims of the defendant, i.e. the Company, for the payment of EUR 4,868 thousand on the basis of the guarantee obligations unlawful and unfounded, and the Company’s claim (treated as a counterclaim), by which it request Alvora UAB to be ordered to pay EUR 4,820 thousand by way of damages, in addition to default interest on the awarded amount, and a fine for breach of the contract. At the moment, the proceedings are pending before the court of first instance.

The Company has received EUR 5.815 thousand in warranty performance security funds based on the claims submitted. However, a provision for the possible repayment of the same amount has been recognized in the provision account for a possible return of the guarantee funds. The Company considers that the bank guarantees were used duly in accordance with laws and terms and conditions of the contract, as defects were found in the work, which Alvora UAB refused to remedy. The proceeds from the guarantees will be used to remedy the defects found. In the event Alvora UAB remedies the defects found at its own expense until the outcome of the proceedings, the Company will reimburse the money to the claimant Alvora UAB received under the guarantees. The court has declared the case material non-public.

3.The company challenges two decisions of the National Energy Regulatory Council (NERC) in court, following a non-routine inspection of the legality of the use of the GIPL pipeline interconnectors during construction and testing during operation adopted by NERC: (i) resolution, approving the Inspection Report (the ‘Report’), finding the infringements by the Company and imposing related obligations on the Company (including the replacement of the fittings found by the Report to be unsuitable); and (ii) NERC’s resolution, finding that the Company has committed an infringement of a regulatory obligation and imposing a EUR 81 thousand fine. The Company seeks to prove that it did not commit the infringements of the regulated activities identified by NERC (the infringements were committed by the contractor for the construction of the GIPL gas pipeline) and there were no grounds for imposing the sanction. Notwithstanding the fact that the Company has not paid the fine imposed, because it is challenging NERC’s decision to impose a penalty, the Company has acknowledged its financial obligation to pay a set amount of the fine, which has been recognized in the other payables and liabilities account. If the Company’s submissions are rejected by the Court or upheld in part, the sanction will remain the same or will be reduced. The Court suspended the administrative proceedings until the final judgement in the said civil case becomes effective (see point 2). The court has declared the case material non-public.

As specified in point 2, the Company has made the provision of EUR 5,815 thousand for potential repayments of funds received under the guarantee, of which EUR 4,868 thousand is contested in the court by Alvora UAB. An action in respect of the guarantee funds of EUR 947 thousand has not yet been brought before a court, although the contractor providing the guarantee is also involved in the legal proceedings.

The Company has not recognised contingent assets to cover additional losses in the action due to the high uncertainty of the outcome of the legal proceedings.

In the context of the high uncertainty about the outcome of the proceedings, the useful life of the fittings being replaced was not reviewed as at 31 December 2024. Where it is found that the fittings need to be replaced, the useful life of the old parts would have to be reviewed and would be significantly reduced, considering their useful life up to the date of replacement. According to our preliminary assessment, the useful life of the fittings being replaced could be reduced by up to 3 years and the depreciation expenses would increase by EUR 3 million due to the replacement cost of the parts replaced. There is also a high risk that the replacement cost of new parts would not be included in the regulated asset base (RAB), which could result in a decrease in asset value.

Commitments to acquire non-current assets

As at 31 December 2024, the Company had off-balance sheet contractual commitments to acquire non-current assets for the amount of EUR 3.8 million (31 December 2023: EUR 1.3 million).

39. Related-party transactions

Disclosure includes transactions and their balances with the EPSO-G group companies, associate GET Baltic UAB, all state-owned enterprises or entities under significant influence of the State (transactions with such entities are disclosed separately only if the amount of the transactions exceeds EUR 100,000 per calendar year), management and their close family members.

The Group’s and the Company’s related parties as at 31 December 2024 and 31 December 2023 were as follows:

‐the Company’s parent company EPSO-G UAB, which is wholly owned by the Lithuanian Ministry of Energy;

EPSO-G Group companies:

‐Litgrid AB (common shareholders);

‐TETAS UAB (common shareholders);

‐Baltpool UAB (common shareholders);

‐Energy Cells UAB (common shareholders);

‐EPSO-G Invest UAB (common shareholders), registered on 18 July 2024.

Associate GET Baltic.

The companies of Ignitis Grupė AB:

‐Energijos Skirstymo Operatorius AB

‐Ignitis UAB

‐Ignitis Gamyba UAB

‐Transporto Valdymas UAB

‐Ignitis Polska sp. z.o.o.

‐Other companies of Ignitis Grupė AB.

Other state-owned enterprises:

‐KN Energies AB;

‐Other state-owned enterprises or entities under significant influence;

‐Management

The tables below present the Company’s related-party transactions and their balances as at 31 December 2024 and 31 December 2023:

As at 31 December 2024
	Purcha-ses	LNG terminal funds (purcha-ses)*	Sales	LNG terminal funds (sales)*	Recei-vables	LNG terminal funds receivable	(Proceeds) from borrowings	Payables	LNG terminal funds payable	Divi-dends received	Finance costs
GET Baltic UAB	17,616	-	2,128	-	228	-	-	1,516	-	564	-
EPSO-G	751	-	-	-	-	-	23,482	274	-	-	1,084
TETAS UAB	4	-	-	-	-	-	-	-	-	-	-
Ignitis gamyba AB	1,547	-	5,152	8,568	1,014	864	-	315	-	-	-
Energijos skirstymo operatorius AB	424	-	532	150	29	15	-	39	-	-	-
Ignitis UAB	4,163	31,797	12,312	7,047	1,650	733	-	768	6,817	-	-
Transporto valdymas UAB	52	-	-	-	-	-	-	-	-	-	-
KN Energies AB	-	-	-	-	-	-	-	-	3,975	-	-
Other state-owned enterprises	62	-	-	-	-	-	-	7	-	-	-
	24,619	31,797	20,124	15,765	2,921	1,612	23,482	2,919	10,792	564	1,084

* The disclosed LNG terminal purchases and sales are not presented in the statement of profit or loss, as the Group acts as an agent in respect of these funds when collecting and allocating these funds.

As at 31 December 2023
	Purcha-ses	LNG terminal funds (purcha-ses)*	Sales	LNG terminal funds (sales)*	Recei-vables	LNG terminal funds receivable	(Proceeds) from borrowings	Payables	LNG terminal funds payable	Divi-dends received	Finance costs
GET Baltic UAB	19,210	-	4,801	-	796	-	-	5	-	542	-
EPSO-G	349	-	-	-	-	-	25,009	227	-	-	683
TETAS UAB	4	-	-	-	-	-	-	-	-	-	-
Ignitis gamyba AB	2,811	-	4,947	3,172	625	640	-	293	-	-	-
Energijos skirstymo operatorius AB	474	-	354	58	167	12	-	21	-	-	-
Ignitis UAB	4,845	11,235	13,024	2,796	1,457	528	-	704	4,932	-	-
Transporto valdymas UAB	401	-	-	-	-	-	-	40	-	-	-
KN Energies AB	-	-	-	-	-	-	-	-	3,975	-	-
Ignitis Polska sp. Z.o.o.	-	-	121	-	-	-	-	-	-	-	-
Other state-owned enterprises	184	-	-	-	-	-	-	2	-	-	-
	28,278	11,235	23,247	6,026	3,045	1,180	25,009	1,292	8,907	542	683

There were no guarantees issued or received for payables to/receivables from related parties, the settlement term was between 15 and 30 days. As at 31 December 2024, the Company neither formed nor recognised any impairment provisions for receivables from related parties.

	2024	2023
Employment-related payments	784	805
Payments to Board members	99	92
Total compensation to management	883	897

The management of the Company is deemed to include the Company’s manager, the Technical Director, the Legal and Administration Director, the Commerce Director, the Organisational Progress Director, and the Finance Director. No loans, guarantees were issued nor were any assets transferred to the management of the Company.

40. Audit and non-audit services

In the period of from 2024 to 2023 the audit firm provided the following audit and non-audit services to the Company. Information on non-audit services is disclosed based on the date of services rendered:

	2024	2023
Audit services	75	77
Total audit services	75	77
Non-audit services
Assurance and other related services	12	14
Other services	5	3
Total non-audit services:	17	17

Audit costs are shown in the statement of comprehensive income under other expenses.

41. Capital management

Under the Lithuanian Law on Companies, the Company is required to maintain its equity at no less than 50% of its authorised share capital. In 2024 and 2023, the Company and its subsidiary complied with this requirement. Under the Lithuanian Law on Companies, there are certain restrictions for distribution and payment of dividends. The Group‘s dividend policy defines the principles for setting, payment and declaration of dividends. There are no other external or intra-group imposed capital requirements on the Company. Information on the fulfilment of financial covenants in contracts with banks is disclosed in Note 19.

42. Events after the end of the financial year

There were no other events after the reporting period until the date of approval of the financial statements that could have a material impact on the Company’s financial statements.

AB Amber Grid

Laisves ave. 10

LT 04215 Vilnius

Lithuania

Tel. +370 5 236 0855

info@ambergrid.lt

www.ambergrid.lt

Company code 303090867

VAT code LT100007844017

LT71 07044 0600 0790 5969,

AB SEB bank

CONFIRMATION OF RESPONSIBLE PERSONS

7 April 2025

Following the Law on Securities of the Republic of Lithuania and the Rules on Information Disclosure of the

Bank of Lithuania, we, Nemunas Biknius, Chief Executive Officer of AB Amber Grid, Gytis Fominas, Chief

Financial Officer of AB Amber Grid and Head of accounting Rasa Baltaragienė of AB Amber Grid, hereby

confirm that, to the best of our knowledge, the attached AB Amber Grid consolidated and separate financial

statements, for the period ended 31 December 2024, prepared in accordance with International Financial

Reporting Standards adopted by the European Union, give a true and fair view of the AB Amber Grid and

Group assets, liabilities, financial position, profit and cash flows. AB Amber Grid consolidated management

report for 2024 year gives a true and fair view of business developments and operating activities and AB

Amber Grid and Group situation including a survey report of the principal risks and uncertainties.

Chief Executive Officer

Nemunas Biknius

(The document is signed with a qualified electronic

signature)

Chief Financial Officer

Gytis Fominas

(The document is signed with a qualified electronic

signature)

Head of accounting

Rasa Baltaragienė

(The document is signed with a qualified electronic

signature)

PricewaterhouseCoopers UAB, J. Jasinskio str. 16B, 03163 Vilnius, Lithuania

+370 (5) 239 2300, lt_vilnius@pwc.com, www.pwc.lt

Company code 111473315, registered with the Legal Entities’ Register of the Republic of Lithuania

Independent Auditor’s Report

To the shareholders of Amber Grid AB

Report on the audit of the separate and consolidated financial statements

Our opinion

In our opinion, the separate and consolidated financial statements give a true and fair view of the

separate and consolidated financial position of Amber Grid AB (the “Company”) and its subsidiary

(together - the “Group”) as at 31 December 2024, and of the Company’s and of the Group’s separate

and consolidated financial performance and separate and consolidated cash flows for the year then

ended in accordance with International Financial Reporting Standards as adopted by the European

Union.

Our opinion is consistent with our additional report to the Audit Committee dated 7 April 2025.

What we have audited

The consolidated and separate financial statements comprise:

● the consolidated and the separate statement of financial position as at 31 December 2024;

● the consolidated and separate statement of comprehensive income for the year then ended;

● the consolidated and separate statements of changes in equity for the year then ended;

● the consolidated and separate statement of cash flows for the year then ended; and

● the notes to the consolidated and separate financial statements, comprising material accounting

policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the

audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Company and the Group in accordance with the International Code of

Ethics for Professional Accountants (including International Independence Standards) issued by the

International Ethics Standards Board for Accountants (IESBA Code) and the Law of the Republic of

Lithuania on the Audit of Financial Statements and Other Assurance Services that are relevant to our

audit of the separate and consolidated financial statements in the Republic of Lithuania. We have

fulfilled our other ethical responsibilities in accordance with the IESBA Code and the Law of the

Republic of Lithuania on the Audit of Financial Statements and Other Assurance Services.

To the best of our knowledge and belief, we declare that non-audit services that we have provided to

the Company and the Group are in accordance with the applicable law and regulations in the Republic

of Lithuania and that we have not provided non-audit services that are prohibited under Article 5(1) of

Regulation (EU) No 537/2014 considering the exemptions of Regulation (EU) No 537/2014 endorsed

in the Law of the Republic of Lithuania on the Audit of Financial Statements and Other Assurance

Services.

The non-audit services that we have provided to the Company and the Group, in the period from

1 January 2024 to 31 December 2024, are disclosed in note 39 to the separate and consolidated

financial statements.

Our audit approach

Overview

● Overall Group and Company materiality equals EUR 800 thousand.

● We performed a full scope audit of the Company, as the data for the

Company and the Group for the year 2024 coincide.

● The carrying value of property, plant and equipment

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the separate and consolidated financial statements (together “the financial

statements”). In particular, we considered where management made subjective judgements; for

example, in respect of significant accounting estimates that involved making assumptions and

considering future events that are inherently uncertain. As in all of our audits, we also addressed the

risk of management override of internal controls, including, among other matters, consideration of

whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Company and Group materiality for the financial statements as a whole as set out

in the table below. These, together with qualitative considerations, helped us to determine the scope

of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of

misstatements, if any, both individually and in aggregate on the financial statements as a whole.

Overall Company and Group

materiality

EUR 800 thousand (EUR 800 thousand)

How we determined it

Overall Company and Group materiality represents 1% of

average annual revenue for 3-year period

Rationale for the materiality

benchmark applied

We chose revenue as the benchmark for the overall

materiality because it is the measure against which the

performance of the Company and the Group is assessed by

the regulatory bodies as well as external creditors and other

stakeholders. The Company’s results depend on approved

tariffs for regulated activities, therefore the Company’s profit

Materiality

Group

scoping

Key audit

matters

before tax fluctuates widely year over year, whereas its

revenue is more stable and growth-oriented indicator which

can be compared to other market participants. Because of

2022-2024 revenue fluctuations due to changes in energy

prices, we chose average 3-year revenue figure as the

benchmark.

We chose 1% which are within the range of acceptable

quantitative materiality thresholds.

We agreed with the Audit Committee that we would report to them misstatements identified during our

audit above EUR 40 thousand, as well as misstatements below that amount that, in our view,

warranted reporting for qualitative reasons.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements of the current period. These matters were addressed in the

context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

The carrying value of property, plant and

equipment

(refer to Notes 2.6 and 6)

The Group applies the revaluation model for

subsequent measurement of property, plant

and equipment (‘PPE’). As at 31 December

2024 the carrying value of PPE amounted to

EUR 276,754 thousand, being its fair value at

the date of the revaluation less subsequent

accumulated depreciation and less subsequent

accumulated impairment losses. The most

recent revaluation of PPE was conducted on

31 December 2023.

The management assessed whether the

carrying value of PPE materially differed from

the amount that would be determined using fair

value at the end of the reporting period. The

Group’s management evaluated that there

were no regulatory changes in 2024 that could

significantly affect the asset value, and the

assumptions used in the PPE revaluation on

31 December 2023, remained significantly

unchanged, and concluded that the carrying

amount of the PPE as at 31 December 2023

was the reasonable approximation of the fair

value and therefore no valuation adjustments

have been recognised as at 31 December

2024.

We focused on this area due to significance of

the PPE balance for the Group’s statement of

We obtained an understanding and we have

evaluated management’s policies, processes and

controls in determination of fair values of items of

PPE.

We have examined management’s valuation

methodology and their assessment of incurred

2024 changes in tariff setting regulations.

We analysed the management’s assumptions

applied during the revaluation on 31 December

2023 for future periods, which had material impact

on the valuation results: rate of return on

regulated assets and discount rate, expected

capital expenditures and values of regulated

assets. As appropriate, we traced these

assumptions to the actual data from 2024, as well

as the Group’s internal budgets and investment

plans, or market information, to assess whether

there were any significant changes in these

assumptions that could lead to a significant

change in the fair value of the PPE.

We considered whether the overall estimate was

reasonable and whether the management’s

judgement that no revaluation adjustments were

needed was appropriate in the given

circumstances.

We have considered the adequacy of disclosures

in Notes 2.6 and 6.

financial position and because the

management’s assessment of fair values of

PPE is an area of significant management

judgement.

How we tailored our Group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

We performed a full scope audit of the Company. Before 31 May 2023, the Group comprised the

Company and its subsidiary GET Baltic UAB, both operating in Lithuania. As a result of disposal of the

controlling interest in the subsidiary, it became an associate and is accounted for using the equity

method in both the separate and consolidated financial statements. Consequently, the Group's

(economic interest) data coincides with the Company's data for the year 2024, and therefore,

additional audit procedures for the Group's financial statements were not necessary.

Reporting on other information including the consolidated management report

Management is responsible for the other information. The other information comprises the

consolidated management report, including the information on corporate governance matters,

remuneration and consolidated sustainability matters (but does not include the financial statements

and our auditor’s report thereon).

Our opinion on the financial statements does not cover the other information, including the

consolidated management report.

In connection with our audit of the financial statements, our responsibility is to read the other

information identified above and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated.

With respect to the consolidated management report, including the information on corporate

governance matters and remuneration and excluding the information on consolidated sustainability

matters that the legislation did not require the Company to prepare and on which assurance services

were not within the scope of our work, we considered whether it includes the disclosures required by

the Law of the Republic of Lithuania on Reporting by Undertakings and by Groups of Undertakings.

Based on the work undertaken in the course of our audit, in our opinion:

● the information given in the consolidated management report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

● the consolidated management report, including the information on corporate governance matters

and remuneration and excluding the information on consolidated sustainability matters, has been

prepared in accordance with the Law of the Republic of Lithuania on Reporting by Undertakings

and by Groups of Undertakings.

In addition, in light of the knowledge and understanding of the Company and the Group and their

environment obtained in the course of the audit, we are required to report if we have identified material

misstatements in the consolidated management report which we obtained prior to the date of this

auditor’s report. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financial

statements

Management is responsible for the preparation of the financial statements that give a true and fair

view in accordance with International Financial Reporting Standards as adopted by the European

Union, and for such internal control as management determines is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or

error.

In preparing the financial statements, management is responsible for assessing the Company’s and

the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to

liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do

so.

Those charged with governance are responsible for overseeing the Company’s and the Group’s

financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain

professional scepticism throughout the audit. We also:

● Identify and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control.

● Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Company’s and the Group’s internal control.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

● Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue

as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the financial statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditor’s report. However, future events or conditions may

cause the Company and the Group to cease to continue as a going concern.

● Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

● Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the

financial information of the entities or business units within the Group as a basis for forming an

opinion on the consolidated financial statements. We are responsible for the direction, supervision

and review of the audit work performed for the purpose of the group audit. We remain solely

responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of the financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the adverse

consequences of doing so would reasonably be expected to outweigh the public interest benefits of

such communication.

Report on other legal and regulatory requirements

Report on the compliance of the format of the separate and consolidated financial statements

with the requirements of the European Single Electronic Reporting Format

We have been engaged based on our audit agreement by the management of the Company to

conduct a reasonable assurance engagement for the verification of compliance with the applicable

requirements of the European single electronic reporting format of the Company’s separate and the

Group’s consolidated financial statements, including the consolidated management report, for the year

ended 31 December 2024 (the “Single Electronic Reporting Format of the separate and consolidated

financial statements”).

Description of a subject matter and applicable criteria

The Single Electronic Reporting Format of the separate and consolidated financial statements has

been applied by the management of the Company to comply with the requirements of art. 3 and 4 of

the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive

2004/109/EC of the European Parliament and of the Council with regard to regulatory technical

standards on the specification of a single electronic reporting format (the “ESEF Regulation”). The

applicable requirements regarding the Single Electronic Reporting Format of the separate and

consolidated financial statements are contained in the ESEF Regulation.

The requirements described in the preceding sentence determine the basis for application of the

Single Electronic Reporting Format of the separate and consolidated financial statements and, in our

view, constitute appropriate criteria to form a reasonable assurance conclusion.

Responsibility of the management and those charged with governance

The management of the Company is responsible for the application of the Single Electronic Reporting

Format of the separate and consolidated financial statements that complies with the requirements of

the ESEF Regulation.

This responsibility includes the selection and application of appropriate markups in iXBRL using ESEF

taxonomy and designing, implementing and maintaining internal controls relevant for the preparation

of the Single Electronic Reporting Format of the separate and consolidated financial statements which

is free from material non-compliance with the requirements of the ESEF Regulation.

Those charged with governance are responsible for overseeing the financial reporting process, which

should also be understood as the preparation of financial statements in accordance with the format

resulting from the ESEF Regulation.

Our responsibility

Our responsibility was to express a reasonable assurance conclusion whether the Single Electronic

Reporting Format of the separate and consolidated financial statements complies, in all material

aspects, with the ESEF Regulation.

We conducted our engagement in accordance with International Standard on Assurance

Engagements 3000 (Revised) ‘Assurance Engagements other than Audits and Reviews of Historical

Financial Information’ (“ISAE 3000 (R)”). This standard requires that we comply with ethical

requirements, plan and perform procedures to obtain reasonable assurance whether the Single

Electronic Reporting Format of the separate and consolidated financial statements complies, in all

material aspects, with the applicable requirements.

Reasonable assurance is a high level of assurance, but it does not guarantee that the service

performed in accordance ISAE 3000 (R) will always detect the existing material misstatement

(significant non-compliance with the requirements).

Summary of the work performed

Our planned and performed procedures were aimed at obtaining reasonable assurance that the Single

Electronic Reporting Format of the separate and consolidated financial statements was applied, in all

material aspects, in accordance with the applicable requirements and such application is free from

material errors or omissions. Our procedures included in particular:

• obtaining an understanding of the internal control system and processes relevant to the

application of the Single Electronic Reporting Format of the separate and consolidated financial

statements, including the preparation of the XHTML format and marking up the separate and

consolidated financial statements;

• verification whether the XHTML format was applied properly;

• evaluating the completeness of marking up the separate and consolidated financial statements

using the iXBRL markup language according to the requirements of the implementation of single

electronic format as described in the ESEF Regulation;

• evaluating the appropriateness of the Company’s and the Group’s' use of XBRL markups selected

from the ESEF taxonomy and the creation of extension markups where no suitable element in the

ESEF taxonomy has been identified; and

• evaluating the appropriateness of anchoring of the extension elements to the ESEF taxonomy.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our

conclusion.

Conclusion

In our opinion, the Single Electronic Reporting Format of the separate and consolidated financial

statements for the year ended 31 December 2024 complies, in all material aspects, with the ESEF

Regulation.

Appointment

We were first appointed as auditors of the Company and the Group on 23 April 2015 and had an

uninterrupted engagement appointment of 3 years for 2015-2017 audits. After a 2-year break our

appointment was renewed for 2020-2022 audits and renewed again for 2023-2024 audit on 30 August

2023, representing a total period of engagement appointment of 8 years, out of which 5 years

represent the latest uninterrupted period of engagement.

The key audit partner on the audit resulting in this independent auditor’s report is Rasa Radzevičienė.

On behalf of PricewaterhouseCoopers UAB

Rasa Radzevičienė

Partner

Auditor's Certificate No.000377

Vilnius, Republic of Lithuania

7 April 2025

The auditor's electronic signature is used herein to sign only the Independent Auditor's Report