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Published: 2022-03-29 14:30:00 CEST
Ignitis grupė
General meeting of shareholders

Resolutions of Ordinary General Meeting of AB “Ignitis grupė“ shareholders

The Extraordinary General Meeting of shareholders of AB “Ignitis grupė” (hereinafter – the Group, legal entity code 301844044, registered office at Laisvės ave. 10, Vilnius, held on 29 March, 2022, adopted the following resolutions:

1.       Regarding the assent to AB “Ignitis grupė” consolidated annual report for the year 2021, except for the part of the remuneration report.
1.1. To assent to AB „Ignitis grupė“ consolidated annual report for the year 2021, except for the part of the remuneration report (link).

2.       Regarding the assent to the remuneration report of AB “Ignitis grupė”, as a part of the consolidated annual report of AB “Ignitis grupė” for the year 2021.       
2.1. To assent to the remuneration report of AB “Ignitis grupė”, as a part of the consolidated annual report of AB “Ignitis grupė” for the year 2021 (link).

3.       Regarding the approval of the set of audited annual financial statements of AB “Ignitis grupė” and consolidated financial statements of AB “Ignitis grupė” group of companies for the year 2021.
3.1. To approve the set of audited annual financial statements of AB “Ignitis grupė” and consolidated financial statements of AB “Ignitis grupė” group of companies for the year 2021 (link).

4.       Regarding the formation of reserve for acquisition of own ordinary registered shares.
4.1. To form a reserve of EUR 14,659,965.00 for the acquisition of own ordinary registered shares.

5.       Regarding the allocation of profit (loss) of AB “Ignitis grupė” for the year 2021.
5.1. To allocate of profit (loss) of AB “Ignitis grupė” for the year 2021 (enclosed).

6.       Regarding the acquisition of AB “Ignitis grupė“ own ordinary registered shares.                 
6.1. The purpose of the acquisition of own ordinary registered shares – reducing AB “Ignitis grupė” share capital by annulling AB “Ignitis grupė” own ordinary registered shares.
6.2. The maximum number of ordinary registered shares to be acquired – 958,167 units of ordinary registered shares (i.e., equal to a reserve formed for the acquisition of own ordinary registered shares (EUR 14,659,965.00) divided by the minimum ordinary registered share purchase price), corresponding to approximately 1.29% of total number of ordinary registered shares.
6.3. The period within which AB “Ignitis grupė” may acquire its own ordinary registered shares – 18 months after the date of adoption of this resolution.
6.4. Minimum ordinary registered share purchase price – EUR 15.30, maximum ordinary registered share purchase price – EUR 22.50.
6.5. To authorise the Management Board of AB “Ignitis grupė” to make decisions on the acquisition of AB “Ignitis grupė” own ordinary registered shares, including:
6.5.1. organising the acquisition of own shares through Nasdaq Vilnius tender auction platform (link);
6.5.2. determining the procedure, time, number of ordinary registered shares and price as well as performing other actions related to the acquisition of own ordinary registered shares, in accordance with the conditions set in this decision of general meeting of shareholders and requirements of legal acts;
6.5.3. initiating and carrying out the acquisition of own ordinary registered shares as many times as the Management Board deems necessary by a separate decision of the Management Board.

7.       Regarding the approval of the new wording of the Articles of Association of AB “Ignitis grupė” and the power of attorney.
7.1. To approve the new wording of the Articles of Association of AB “Ignitis grupė” (enclosed).
7.2. To authorize the CEO of AB “Ignitis grupė” or another person authorised by him to sign the amended Articles of Association and to perform all actions necessary for the implementation of this resolution.
8.       Regarding the approval of the updated Group Remuneration Policy of AB “Ignitis grupė”.
8.1 To approve the updated Group Remuneration Policy of AB “Ignitis grupė”, removing provisions on promotion by share option agreements (enclosed).

9.       Regarding the acknowledgement of Share Allocation Rules of AB “Ignitis grupė” as no longer effective”.
9.1. To acknowledge the Share Allocation Rules of AB “Ignitis grupė”, which were approved by the resolution of the General Meeting of Shareholders of AB “Ignitis grupė” of 25 March 2021 “Regarding the approval of the updated Share Allocation Rules of AB “Ignitis grupė”” (Item No. 7) as no longer effective.
9.2. Declare that after the General Meeting of Shareholders of AB “Ignitis grupė” of 29 March 2022 adopted the resolution indicated in Paragraph 9.1, all versions of the Share Allocation Rules of AB “Ignitis grupė” are hereby no longer effective.

Additional information on allocated dividends

Payment of dividend for the second half of 2021 of EUR 0.600 per ordinary registered share was approved. Dividends of EUR 43,824,308.40 will be paid to the Group’s shareholders for the period from 1 July 2021 to 31 December 2021. The dividends per ordinary registered share may increase at most to EUR 0.608 if the acquisition of own ordinary registered shares would take place before the record date for the dividend payment (for ordinary registered shares) (12 April 2022, inclusive) and AB “Ignitis grupė” would acquire the maximum allowed number of ordinary registered shares equal to 958,167 units of ordinary registered shares (if less ordinary registered shares would be acquired, the dividends per ordinary registered share would be reduced proportionally). Regardless, the total amount allocated for dividends would not change.

The Group notes that dividends are entitled to be received by those persons who will be the owners of the Group's ordinary registered shares at the end of 12 April 2022 (Record date). The dividends will be paid to the securities account managers of the Group‘s shareholders on 25 April 2022 through Nasdaq CSD SE Lithuanian branch. The Ex-Date on which shares of the Group acquired on the stock exchange with settlement cycle of T+2 do not qualify for dividend for the six-month period ended on 31 December 2021, is 11 April 2022.

Holders of Global Depositary Receipts (hereinafter - GDR) representing the Group's ordinary registered shares shall take into account the specifics of GDR regulation specific, market differences and consult with the issuer of the GDR issuer - The Bank of New York Mellon, regarding the timing and other aspects of the right to receive dividends, his authorized person or his securities manager.

Detailed information on the dividend payment procedure including the guidance on taxation will be available on 29 March 2022 on the Company's website https://ignitisgrupe.lt/en/dividends.

Information about the above-mentioned resolutions shall be provided on the website of the Company at http://www.ignitisgrupe.lt/en from the date of this notice as well as on the premises of the Company (Laisvės ave. 10,  Vilnius) during working hours (7.30–11.30 a.m. and 12.15–4.30 p.m.; 7.30–11.30 a.m. and 12.15–3.15 p.m. on Fridays).

For additional information, please contact:

Communications

Artūras Ketlerius
+370 620 76076
arturas.ketlerius@ignitis.lt

Investor Relations

Ainė Riffel-Grinkevičienė
+370 643 14925
aine.riffel@ignitis.lt

Attachments



REMUNERATION POLICY OF THE GROUP.pdf
AB Ignitis grupe draft of the profit loss distribution 2021.pdf
AoAs.pdf