Ignitis Grupe

Delisting Announcement • Mar 17, 2020

Disclosure 381017

Ignitis grupė - Notification on material event

Ignitis Group and minority shareholders of its subsidiaries AB Energijos Skirstymo Operatorius and AB Ignitis Gamyba reached a settlement

UAB Ignitis Grupė, (hereinafter – the Company) identification code 301844044, registered office placed at Žvejų str. 14, Vilnius, Republic of Lithuania. The total nominal value of issued bonds 600 000 000 EUR; ISIN codes XS1646530565; XS1853999313.

As it was announced in the notifications on material events of the Company on 31 December 2019 and 3 January 2020, the minority shareholders of Ignitis Group subsidiaries AB Energijos skirstymo operatorius (hereinafter – ESO) and AB Ignitis Gamyba (hereinafter – GEN) filed lawsuits and asked to suspend the 4 December 2019 resolutions of the Extraordinary General Meeting of Shareholders of ESO and GEN to delist the shares of companies from trading on the Nasdaq Vilnius Stock Exchange. The courts applied the temporary protection measures and suspended the delisting of ESO and GEN. (respectively link and link).

The Company informs that in order to ensure smooth processes related to the delisting and squeeze-out procedures, on 17 March Ignitis Group reached a settlement agreement (hereinafter – the Agreement) with the Investors' Association representing the minority shareholders of ESO and GEN (hereinafter – the Shareholders). On the same day, plaintiffs of the above-mentioned cases filed the waivers.

Ignitis Group in the Agreement committed:

• to make decisions on proposing dividend payments for 2019 to ESO and / or GEN shareholders. Those persons who are the shareholders of ESO and / or GEN at the end of the record date will have the right to receive dividends;
• subject to the approval of the Bank of Lithuania, persons who are shareholders of ESO and / or GEN as of Agreement signing date (17 March 2020) and who will sell their shares during the tender offer will be entitled to the allocation of Ignitis Group IPO shares. Sum of allocated shares will be equal to the number of shares held by the shareholder multiplied by the tender offer price announced in the notification on material event on 10 January 2020 (link) adding the sum of dividends paid in 2020 for the financial year of 2019. Purchase price of Ignitis Group shares paid by ESO and GEN shareholders will be the same as for any other potential participant of Ignitis Group IPO.

Shareholders in the Agreement approved and agreed that:

• All the resolutions of the Extraordinary General Meetings of ESO and GEN on 4 December 2019 are lawful, adopted without prejudice and therefore can and must be enforced;
• In the ESO and GEN official tender circulars submitted to the Bank of Lithuania identified price to be paid for one ESO and GEN shares are confirmed to be appropriate, acceptable for tender offers and squeeze-outs, and are in accordance with ESO and GEN minority shareholders expectations;
• plaintiffs of the above-mentioned cases committed to sell their ESO and / or GEN shares to Ignitis Group during the tender offers.

The agreement will expire if any litigations will be brought in courts regarding ESO and Ignitis Gamyba delisting and / or squeeze-out and / or IPO of Ignitis Group and / or payment of dividends for ESO and / or GEN shareholders.

On the day Agreement settlement date the Company owns 94,98 percent of ESO and 96,82 percent of GEN shares.

Contact person: Ainė Riffel, Investor Relations Representative, e-mail aine.riffel@ignitis.lt