Management principles

According to the articles of association of Grigeo Group AB (hereinafter the Company), the company's management bodies are the general shareholders meeting, the collegial supervisory body – the Supervisory Board, the collegial management body – the Board and the manager of the Company – Chief Executive Officer.

The general shareholders meeting decides on the essential and most important matters of the company's activities. The general shareholders meeting has the exclusive right to amend the company's articles of association, elect and remove members of the Supervisory Board, approve the company's annual financial statements, decide on the company's income (loss) location and other decisions under the Articles of Association and legislation of the Republic of Lithuania.

The Supervisory Board is a collegial body supervising the company's activities, consisting of 5 members. The company's Supervisory Board is elected for a period of 4 years by the general meeting. The Supervisory Board is headed by its chairman, elected by the Supervisory Board from among its members. The Supervisory Board elects members of the Board and removes them from office, supervises the activities of the company's Board and the chief executive officer, provides feedback and proposals to the general shareholders meeting regarding the company's business strategy, annual financial statements, draft profit (loss) distribution and the company's annual report, and addresses other issues provided according to its competence in the company's articles of association or decisions of the general shareholders meeting. The rules of the Supervisory Board are laid down in the rules of procedure of the Supervisory Board.

The company forms an Audit Committee – an advisory body of the Supervisory Board, consisting of 3 members of the Supervisory Board, one of whom is independent and must have at least 3 years of work experience in accounting or auditing. The Audit Committee is elected by the Supervisory Board for the term of office of the Supervisory Board. The main task of the Audit Committee is to increase the efficiency of Supervisory Board in the company's financial supervision, and its functions include monitoring of the company's financial reporting, external audit process, observing how the external auditor and the audit company comply with the principles of independence and objectivity, and providing recommendations to the Supervisory Board concerning the choice of the external audit firm. The rights and obligations of the Audit Committee and matters related to the work organisation of the Audit Committee are specified in the internal rules of procedure of the Audit Committee approved by the Supervisory Board.

The Management Board of the Company is a collegial management body consisting of 5 members. The Board is elected by the Supervisory Board for a period of 4 years. The Board elects a chairman from among its members. The Board considers and approves the company's business strategy, the company's annual report, the corporate governance structure, elects and removes the company manager, provides information that is considered to be the company's commercial (industrial) secret and confidential information, and other issues within the competence of the Board as specified in the company‘s articles of association or decisions of the general shareholders meeting. The working procedures of the Board are determined by its rules of procedure.

The head of the company – Chief Executive Officer – is a sole person management body. The head of the company organizes the commercial activities of the company. The head of the company is elected and removed from office by the company Board. The head of the company acts on behalf of the company and has the right to unilaterally enter into transactions, except as provided for in the articles of association, when the head of the company may only enter into transactions when there is a decision of the Board to conduct such transactions. The head of the company is responsible for the organization of the company’s activities and implementation of its objectives, drafting of annual financial statements and the company's annual report and other obligations specified in the Law on Companies of the Republic of Lithuania and the articles of association of the company.