Resolutions of Extraordinary 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 Žvejų st. 14, Vilnius, held on 27 September, 2021, adopted the following resolutions:
1. Regarding the assent to the consolidated interim report of AB “Ignitis grupė” for the six months period ended 30 June 2021.
1.1. To assent to the consolidated interim report of AB “Ignitis grupė” for the six months period ended 30 June 2021 (attached).
2. Regarding the approval of the set of audited interim condensed financial statements of AB “Ignitis grupė” for the six months period ended 30 June 2021.
2.1. To approve the set of audited interim condensed financial statements of AB “Ignitis grupė” for the six months period ended 30 June 2021 (attached).
3. Regarding the allocation of dividends for shareholders of AB “Ignitis grupė” for the six months period ended 30 June 2021.
3.1. Taking into account that all the conditions for granting dividends for a period shorter than the financial year set forth in Article 601 (5) of the Law on Companies of the Republic of Lithuania are met, to allocate dividends in the amount of EUR 43.75 million to the shareholders of AB “Ignitis grupė” for the six months period ended 30 June 2021.
4. Regarding the election of the audit company to perform the audit of the financial statements of AB “Ignitis grupė” and determination of the terms of payment for audit services.
4.1. To elect „KPMG Baltics", UAB as the audit company for the audit of financial statements of AB “Ignitis grupė” for the year 2021 and 2022 and to pay for audit services no more than EUR 203,000.00 (two hundred three thousand euros) (VAT excluded) for the year 2021 and 2022.
5. Regarding the approval of the updated Remuneration Policy of AB “Ignitis grupė” group of companies.
5.1. To approve the updated Remuneration Policy of AB “Ignitis grupė” group of companies (attached).
5.2. To determine the fixed base salary of a member of the Supervisory Board of AB AB “Ignitis grupė” – EUR 2000 (two thousand euros) before taxes, according to which, in accordance with Annex No 2 of the Remuneration Policy of AB “Ignitis grupė” group of companies, by applying the coefficient of the respective amount, the amounts of remuneration of the members of the collegial bodies of AB “Ignitis grupė” group of companies are calculated and determined.
6. Regarding the revocation of the members of the Audit Committee of AB “Ignitis grupė” and election of new members for the new term of the Audit Committee and approval of the Regulations of the Audit Committee.
6.1. To revoke the members of the Audit Committee of AB “Ignitis grupė” in corpore:
6.1.1. Irena Petruškevičienė;
6.1.2. Šarūnas Radavičius;
6.1.3. Ingrida Muckutė;
6.1.4. Danielius Merkinas.
6.2. To elect to the Audit Committee of AB “Ignitis grupė” for a new 4 (four) year term:
6.2.1. Irena Petruškevičienė;
6.2.2. Saulius Bakas;
6.2.3. Marius Pulkauninkas.
6.3. To establish that the elected members of the Audit Committee of AB “Ignitis grupė” shall commence their activities after the end of the extraordinary general meeting of shareholders of AB “Ignitis grupė” that elected them.
6.4. To approve the terms of the confidential information protection agreement with the members of the Audit Committee of AB “Ignitis grupė” (attached).
6.5. To approve the terms of the agreement on the activities of the independent member of the Audit Committee of AB “Ignitis grupė” (attached).
6.6. To set a remuneration of EUR 1800 (one thousand eight hundred euros) (before taxes) per calendar month for the newly elected independent members of the Audit Committee of AB “Ignitis grupė” for their activities in the Audit Committee of AB “Ignitis grupė”. To set the remuneration of the Chair of the Audit Committee for the activities in the Audit Committee of AB “Ignitis grupė” in the amount of EUR 2000 (two thousand) (before taxes) per calendar month.
6.7. To authorize the Chief Executive Officer of AB “Ignitis grupė” (with the right to sub-authorize) to sign an agreement on the activities of an independent member of the Audit Committee of AB “Ignitis grupė” and an agreement on the protection of confidential information with the newly elected members of the Audit Committee of AB “Ignitis grupė”.
6.8. To approve the Regulations of the Audit Committee of AB “Ignitis grupė“ (attached).
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” (attached).
7.2. To authorize the Chief Executive Officer 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 change of the registered office of AB “Ignitis grupė”.
8.1. To change the registered office address of AB “Ignitis grupė” and to register the new registered office address of AB “Ignitis grupė” at Laisvės ave. 10, Vilnius, LT-04215.
8.2. To authorize the Chief Executive Officer of AB “Ignitis grupė” to personally or through his authorized persons carry out all actions necessary for the implementation of this resolution.
Payment of dividend for the shareholders of the Group for the six months period ended in 30 June 2021 of EUR 43,75 million was approved. In that case, the dividend per share for the reporting period from 1 January 2021 to 30 June 2021 amounts to EUR 0.589. Considering the decision of the Extraordinary General Meeting of Shareholders, which took place on 29 July 2021, (), the dividends per share may increase at most to EUR 0.599 if the acquisition of own shares would take place before the record date of the rights of the Group’s shareholders (11 October 2021) and the Group would acquire the maximum allowed number of shares equal to 1,243,243 shares. In case the Group would acquire less shares, proportionally to the number of acquired shares, the maximum amount of dividend per share, i.e., EUR 0.599, would also decrease. Regardless, the total amount allocated for the distribution of dividends (i.e., EUR 43.75 million) would not change.
The Group notes that only the persons who are shareholders at the end of the rights accounting day of the Group’s shareholders, i.e. at the end of 11 October 2021 (record date), shall have the right to receive dividends. The dividends will be paid to the securities account managers of the Group’s shareholders on 21 October 2021 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 30 June 2020, is 8 October 2021. Detailed information on the dividend payment procedure including the guidance on taxation will be available on 29 September 2021 on the Group’s website ().
Information about the above-mentioned resolutions shall be provided on the Group’s website () from the date of this notice as well as on the premises of the Group (Žvejų st. 14, 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
Investor Relations
Ainė Riffel-Grinkevičienė
+370 643 14925
Attachments
