Resolutions of the Annual General Meeting of Shareholders of AB “Ignitis grupė”

Ignitis Grupe AB

27/03/2024 12:00

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The Annual General Meeting of Shareholders of AB “Ignitis grupė”
(hereinafter – the Group), legal entity code: 301844044, registered office
address: Laisvės Ave. 10, Vilnius, which was held on 27 March 2024, passed
the following resolutions: 

1. Regarding AB “Ignitis grupė” consolidated annual report and
remuneration report, as part of the consolidated annual report, for the year
2023. 
1.1. To agree to AB “Ignitis grupė” consolidated annual report and
remuneration report, as part of the consolidated annual report, for the year
2023.

2. Regarding the approval of the set of annual financial statements of AB
“Ignitis grupė” and the set of consolidated financial statements of AB
“Ignitis grupė” group of companies for the year ended 31 December 2023.
2.1. To approve the set of annual financial statements of AB “Ignitis
grupė” and the set of consolidated financial statements of AB “Ignitis
grupė” group of companies for the year ended 31 December 2023.

3. Regarding the cancellation of the reserve for the acquisition of own
ordinary registered shares.
3.1. To transfer EUR 37,659,965 (thirty-seven million six hundred and
fifty-nine thousand nine hundred and sixty-five euros) from the reserve of AB
“Ignitis grupė” for the acquisition of own ordinary registered shares to
distributable profit.
3.2. To cancel the reserve of AB “Ignitis grupė” for the acquisition of
own ordinary registered shares.

4. Regarding the allocation of profit (loss) of AB “Ignitis grupė” for
the year 2023. 
4.1. To allocate AB “Ignitis grupė” profit (loss) for the year 2023 in
accordance with the draft of profit (loss) allocation as provided (attached).

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).

6. Regarding the remuneration of the members of the Supervisory Board of AB
“Ignitis grupė”.
6.1. In accordance with the updated Remuneration Policy of AB “Ignitis
grupė” group of companies, to determine the following fixed remuneration
per calendar month for the members of the Supervisory Board of AB “Ignitis
grupė” as of 1 April 2024: 
6.1.1. EUR 3,466 (three thousand four hundred and sixty-six euros) before tax
for an independent member of the Supervisory Board of AB “Ignitis grupė”;

6.1.2. EUR 4,614 (four thousand six hundred and fourteen euros) before tax if
an independent member of the Supervisory Board of AB “Ignitis grupė” is
elected Chair of the Supervisory Board, during the term of office of the
Chair; 
6.1.3. EUR 1,733 (one thousand seven hundred and thirty-three euros) before
tax for a civil servant holding the position of a member of the Supervisory
Board of AB “Ignitis grupė”. 
6.2. To authorise the CEO of AB “Ignitis grupė” (with the right to
sub-authorise) to sign agreements with the members of the Supervisory Board of
AB “Ignitis grupė” regarding the amendment of the agreements on the
activities of a member of the Supervisory Board of AB “Ignitis grupė” and
on the activities of an independent member of the Supervisory Board of AB
“Ignitis grupė” in accordance with the terms and conditions set out in
paragraph 6.1 of this resolution.
7. Regarding the remuneration of the members of the Audit Committee of AB
“Ignitis grupė”. 
7.1. In accordance with the updated Remuneration Policy of AB “Ignitis
grupė” group of companies, to determine the following fixed remuneration
per calendar month for the members of the Audit Committee of AB “Ignitis
grupė” as of 1 April 2024: 
7.1.1. EUR 1,987 (one thousand nine hundred and eighty-seven euros) before tax
for an independent member of the Audit Committee of AB “Ignitis grupė”
who is not a member of the Supervisory Board of AB “Ignitis grupė”; 
7.1.2. EUR 2,208 (two thousand two hundred and eight euros) before tax if an
independent member of the Audit Committee of AB “Ignitis grupė” who is
not a member of the Supervisory Board of AB “Ignitis grupė” is elected
Chair of the Audit Committee, during the term of office of the Chair. 
7.2. To authorise the CEO of AB “Ignitis grupė” (with the right to
sub-authorise) to sign agreements with the members of the Audit Committee of
AB “Ignitis grupė” who are not members of the Supervisory Board of AB
“Ignitis grupė” regarding the amendment of the agreements on the
activities of a member of the Audit Committee of AB “Ignitis grupė” in
accordance with the terms and conditions set out in paragraph 7.1 of this
resolution.

 Information about the above-mentioned resolutions shall also be available on
the website of the Group at https://www.ignitisgrupe.lt/en and at the premises
of the Group (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) from the date of publication of this notice.

Additional information on allocated dividends

The Group notes that the persons entitled to receive dividends are those who
are the owners of the Group’s ordinary registered shares (hereinafter –
ORS) at the end of the record date, i.e., at the end of 11 April 2024. The
ex-date from which the Group’s ORS acquired on the stock exchange with a
settlement cycle of T+2 do not qualify for dividends for the second half of
2023 is 10 April 2024. 

The dividends will be paid to the managers of the securities accounts of the
Group’s shareholders on 23 April 2024 through Nasdaq CSD SE Lithuanian
branch. The dividend amount, after the deduction of personal or corporate
income tax applicable under the laws of Lithuania (15%), except in cases
described below, will be transferred to the shareholders’ accounts held with
a respective financial brokerage company or credit institution. 

Holders of Global Depositary Receipts (hereinafter – GDR) representing the
Group’s ORS must take into account the specifics of the GDR regulation,
market differences and consult with the GDR issuer – The Bank of New York
Mellon, its authorised person or their securities manager regarding the timing
and other aspects of the right to receive dividends.

Detailed information on the dividend payment procedure, including the guidance
on taxation, is available in the attachment and on the Group’s website at
https://ignitisgrupe.lt/en/dividends.

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-grinkeviciene@ignitis.lt

Attachments
*     Allocation of AB “Ignitis grupė” profit (loss) for the year 2023
(https://ml-eu.globenewswire.com/Resource/Download/635dadab-94c4-4fbb-b64f-fb245d452eaa)
  
*     Group Remuneration policy_EN
(https://ml-eu.globenewswire.com/Resource/Download/79a5e26b-4ae4-49fa-b5c3-7c0030038e11)
  
*     Information on dividend payment_2023_II_EN
(https://ml-eu.globenewswire.com/Resource/Download/90a6017d-e460-4827-ae9f-d86b0af78741)