Ignitis Grupe

Proxy Solicitation & Information Statement • Mar 14, 2022

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author: Microsoft Office User
date: 2022-03-14 15:22:00+00:00

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AB „Ignitis grupė“

Registered office address: Laisvės Ave. 10, Vilnius, Lithuania

Company code: 301844044; VAT reg. No.: LT100004278519

Data of the company are collected and stored in the Register of Legal Entities

GENERAL BALLOT PAPER

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON 29 MARCH 2022

SHAREHOLDER’S DETAILS

Name of the Shareholder:

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Shareholder's personal identity number (company code):

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Number of shares held by the shareholder:

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VOTING ON AGENDA ITEMS

Please indicate your choice “FOR” or “AGAINST” by circling the respective word in the table below.

The information and documents related to the Ordinary General Meeting of Shareholders of AB “Ignitis grupe” is publicly available on the company's website www.ignitisgrupe.lt/en and on the stock exchange AB Nasdaq Vilnius www.nasdaqbaltic.com.

In accordance with the procedure established by law, the general ballot paper will indicate all draft decisions proposed before the day of dispatch of the general ballot paper, if any.

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(date) Name, title and signature of the Shareholder

(or another person entitled to vote by his/her shares)

No	Item	Draft resolution	Shareholder’s vote	Shareholder’s vote
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).	„FOR“
„AGAINST“
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).	„FOR“
„AGAINST“
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).	„FOR“
„AGAINST“
4.	Regarding the formation of reserve for acquisition of own shares.	4.1. To form a reserve of EUR 14,659,965.00 for the acquisition of own ordinary registered shares.	„FOR“
„AGAINST“
5.	Regarding the allocation of profit (loss) of AB “Ignitis grupė” for the year 2021.	4.1. To allocate of profit (loss) of AB “Ignitis grupė” for the year 2021 (enclosed).	„FOR“
„AGAINST“
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.	„FOR“
„AGAINST“
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.	„FOR“
„AGAINST“
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).	„FOR“
„AGAINST“
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.
„FOR“
„AGAINST“