Last checked at 29 Jul 2021 11:50
Resolutions of Extraordinary General MeetingResolutions of Extraordinary General Meeting of AB “Ignitis grupė” shareholders
The Extraordinary General Meeting of shareholders of AB “Ignitis grupė” (hereinafter – the Company), legal entity code 301844044, registered office at Žvejų St. 14, Vilnius, held on 29 July 2021, adopted the following resolutions:
1. Regarding the acquisition of AB “Ignitis grupė” own shares.
1.1. The purpose of the acquisition of own shares – reducing AB “Ignitis grupė” share capital by annulling AB “Ignitis grupė” own shares.
1.2. The maximum number of shares to be acquired – 1,243,243 shares (i.e., equal to a reserve formed for the acquisition of own shares (EUR 23,000,000) divided by the minimum purchase price as per below), corresponding to approximately 1.7% of total number of shares.
1.3. The period within which AB “Ignitis grupė” may acquire its own shares – 18 months after the date of adoption of this decision.
1.4. Minimum share purchase price – EUR 18.50, maximum share purchase price – EUR 22.50.
1.5. To authorise the Management Board of AB “Ignitis grupė” to make decisions on the acquisition of AB “Ignitis grupė” own shares, including:
1.5.1. organising the acquisition of own shares through Nasdaq Vilnius tender auction platform (link);1.5.2. determining the procedure, time, number of shares and price as well as performing other actions related to the acquisition of own shares, in accordance with the conditions set in this decision of general meeting of shareholders and requirements of legal acts;1.5.3. initiating and carrying out the acquisition of own shares as many times as the Management Board deems necessary by a separate decision of the Management Board.
The Company notes that considering the stabilisation performed after the Initial Public Offering, and in order to ensure higher returns per share as well as positive financial effect to the Company, by today’s resolution the General Meeting of Shareholders of the Company has approved the acquisition of own shares by authorising the Company Management Board to adopt the decisions necessary for its implementation, including the approval of specific price of acquisition of shares. Furthermore, the Company is instructed to organise the acquisition of own shares through Nasdaq Vilnius tender auction platform. At the same time, owners of global depositary receipts will have an opportunity to participate in the acquisition of own shares organised by the Company by converting owned global depositary receipts into shares of the Company through the securities’ operator. This way, the right to participate in the acquisition of the Company’s own shares will be ensured to all owners of the Company’s securities.
More information, including the basis for each decision related to this issue, can be found on the notice published on 7 July 2021 on the convening of the Extraordinary General Meeting (link).
The Company will inform about following adopted decisions related to the acquisition of own shares according to the procedure set out in legal acts.
2. Regarding the approval of the new wording of the Articles of Association of AB “Ignitis grupė” and the power of attorney.
2.1. To approve the new wording of the Articles of Association of AB “Ignitis grupė” (link).
2.2. 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.
The procedure for forming the Audit Committee of Ignitis Group has been amended in accordance with the good international practices by providing that members of this committee would be selected not by the Supervisory Board of the Company, but by the resolution of the General Meeting of Shareholders and would also be accountable to it. Also, in the new wording of the Articles of Association, in accordance with the updated organisational structure of the Company, the names of the structural units have been changed by removing such terms as “division”, “department”, “unit” in order to leave only the descriptions defining the activities, additionally, in the Lithuanian version of the Articles of Association the name of the position of the head of the Company has been changed (used to be “General Manager”). The aligned version of the Articles of Association can be found in the attached document, and the detailed information with the grounds for the suggested, and approved by today’s resolution, amendments to the Articles of Association is submitted in the notice of 7 July 2021 on the convening of the Extraordinary General Meeting (link).
Information about the above-mentioned resolutions shall be also provided on the website of the Company at https://ignitisgrupe.lt/en/gm from the date of this notice as well as on the premises of the Company (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
Communication
Artūras Ketlerius+370 6 207 6076arturas.ketlerius@ignitis.lt
Investor relations
Ainė Riffel-Grinkevičienė+370 643 14925aine.riffel@ignitis.lt
Attachment
The aligned version of the Articles of Association