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Ignitis Grupe — Proxy Solicitation & Information Statement 2025
Feb 26, 2025
2254_rns_2025-02-26_d9b410c3-530d-4fdc-af15-f3caa4aae195.pdf
Proxy Solicitation & Information Statement
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ignitis group
Notice of the Annual General Meeting of Shareholders
26 February 2025
Annual General Meeting of Shareholders of AB "Ignitis grupé"
On 26 February 2025, the Management Board of AB "Ignitis grupé" (hereinafter – the Group), company code: 301844044, registered office address: Laisvès Ave. 10, Vilnius, decided to convene the Annual General Meeting of Shareholders (hereinafter – AGM) to be held on:
26 March 2025, 16:00 (Vilnius time) at
Business Garden Vilnius verslo centras, Laisvès Ave. 10, Vilnius, LT-04215
Registration starts at 15:00 and closes at 15:45 (Vilnius time)
The agenda for the AGM and proposed resolutions are as follows:
| No. | Item | Proposed resolution | Supplementary information |
|---|---|---|---|
| 1. | Agreement to AB “Ignitis grupé” consolidated annual management report for the year 2024. | 1.1. To agree to AB “Ignitis grupé” consolidated annual management report for the year 2024, except for the information on remuneration. | (Link) |
| 1.2. To agree to the information on remuneration as part of AB “Ignitis grupé” consolidated annual management report for the year 2024. | |||
| 2. | Approval of the set of annual financial statements of AB “Ignitis grupé” and the set of consolidated financial statements of AB “Ignitis grupé” group of companies for the year ended 31 December 2024. | 2.1. To approve the set of annual financial statements of AB “Ignitis grupé” and the set of consolidated financial statements of AB “Ignitis grupé” group of companies for the year ended 31 December 2024. | (Link) |
| 3. | Allocation of profit (loss) of AB “Ignitis grupé” for the year 2024. | 3.1. To allocate AB “Ignitis grupé” profit (loss) for the year 2024. | Annex 1 |
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Share capital and voting rights
The Group's share capital is EUR 1,616,445,476.80, divided into 72,388,960 ordinary registered shares with a nominal value of EUR 22.33 per share. Each share carries one vote.
Supplementing the agenda
The agenda for the AGM of the Group may be supplemented at the initiative of shareholders whose shares held in the Group carry at least 1/20 of all votes at the AGM of the Group. The proposal to supplement the agenda of the respective AGM shall be accompanied by draft resolutions or, where no resolutions have to be passed, by explanations on each proposed agenda item for the AGM. The agenda shall be supplemented if the proposal is received no later than 12 March 2025.
Shareholders whose shares held in the Group carry at least 1/20 of all votes at the AGM shall have the right to propose, at any time before or during the AGM of the Group, new draft resolutions on issues that are included or will be included in the agendas of the AGM of the Group. Proposals on the supplementation of the respective agenda or relevant draft resolutions shall be submitted in writing to the Group, Laisvès Ave. 10, Vilnius, or by e-mail [email protected].
Record date of attendance and voting rights
Shareholders holding shares in the Group on the fifth business day before the date of the AGM (record date) are entitled to attend and vote at the AGM.
The date of registration (or record date) is 19 March 2025. At the end of the date of registration, the shareholding and voting rights are determined based on the ownership recorded in the shareholders' register. Furthermore, attendance at the AGM is at the discretion of the shareholder.
Voting
The shareholder intending to participate in the AGM shall be required to have a personal ID or a passport.
A shareholder or shareholder's authorised representative who is unable to attend the AGM may vote in writing in advance (by filling in and submitting the general ballot paper).
Obtaining a general ballot paper
- It may be downloaded from the Group's website: www.ignitisgrupe.lt, or
- Upon a written request, the Group shall send a general ballot paper by registered mail or deliver it to the shareholder with a signed acknowledgement of receipt at least 10 days prior to the AGM (i.e. by 16 March 2025).
Ways of submitting a general ballot paper
- A general ballot paper, completed and signed by qualified electronic signature, shall be submitted by emailing [email protected], or
- A general ballot paper, completed and signed in wet ink signature, shall be submitted to the Group by registered mail or delivered to: AB "Ignitis grupė", Laisvès Ave. 10, Vilnius, LT-04215, Lithuania, attn. Ainė Riffel-Grinkevičienė, no later than before the AGM, i.e., no later than 26 March 2025, 15:45 (Vilniaus time).
Important: if the general ballot paper is signed by an authorised person, a document confirming the right to vote must be submitted as well.
- Detailed instructions on signing and submitting the general ballot paper to the Group are also available on the Group's website: www.ignitisgrupe.lt.
The Group shall reserve the right not to include the advance vote of a shareholder or the shareholder's authorised representative if the submitted general ballot papers do not conform to the provisions of Article 30(3) and (4) of the Law on Companies of the Republic of Lithuania or they are received after the end of the deadline or filled in such a manner that it is impossible to establish the true will of the shareholder on a separate issue.
Voting under the power of attorney
Persons shall have the right to vote under the power of attorney in the AGM. The power of attorney shall state in a written document that one person (the principal) grants to another person (the authorised representative) the right to represent the principal in establishing and maintaining relation with third parties:
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- An authorisation to perform actions on behalf of a natural person that pertain to legal entities must be notarised unless it is issued via information technology means and registered in the Register of Powers of Attorney.
- Shareholders entitled to attend the AGM shall have the right to authorise a natural person or a legal entity using electronic means of communication to attend and vote on their behalf at an AGM. Such authorisation does not need to be notarised. The Group shall acknowledge authorisation granted by electronic means of communication only if the shareholder signs it by electronic signature generated by safe software and certified by a qualified certificate applicable in the Republic of Lithuania, i.e., if the security of the conveyed information is ensured and the identity of the shareholder can be established.
The shareholder must notify the Group in writing about granted authorisation by electronic means of communication.
A power of attorney issued abroad must be legalized or certified with an apostille and translated into Lithuanian, in accordance with the procedure established by law. The Group does not establish a special form of power of attorney. Authorised representatives must hold the power of attorney as provided by law, which must be submitted before the AGM.
The authorised representative shall enjoy the same rights in the convened AGM as the represented shareholder would.
Shareholders' questions
Any shareholder of the Group may provide questions related to the agenda of the AGM of the Group. Such questions must be submitted by e-mail to [email protected] or delivered to the Group, Laisvės Ave. 10, Vilnius, Lithuania, attn. Ainė Riffel-Grinkevičienė no later than 3 working days before the AGM (or by 21 March 2025 inclusive).
After receiving the questions, the answers will be provided to the Group's shareholders in accordance with the procedure established by the Law on Companies of the Republic of Lithuania, i.e., at the same time for all shareholders of the Group prior to the AGM in the form of questions and answers on the Group's website: www.ignitisgrupe.lt.
The Group may refuse to present answers to the questions submitted by a shareholder if they are related to the Group's commercial/industrial secret or confidential information and must inform the shareholder thereof unless the shareholder who has submitted the question cannot be identified.
Webcast
The AGM will not be webcasted.
Language
The AGM will be held in Lithuanian with simultaneous interpretation to English.
Available information
All statutory information related to the convened AGM and annexes to items on the agenda of such a meeting will be available on the Group's website: www.ignitisgrupe.lt and other informational sources based on the procedures established by law.
Other information
The Group CEO, the Group CFO, members of the Management Board and members of the Supervisory Board are entitled to attend and speak at the AGM.
During this AGM, the Group's CEO and CFO and members of the Supervisory Board will participate in the meeting.
On the AGM day, i.e., 26 March 2025, participation and voting will not be conducted through electronic communication means.
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Annex 1: Draft allocation of AB “Ignitis grupé” profit (loss) for the year 2024
| Amount. EUR | |
|---|---|
| Retained earnings (loss) as of 31 December 2023^{1} | 330,319,368.88 |
| Net profit (loss) for the year 2024 | 223,260,645.91 |
| Distributable profit (loss) | 543,580,014.32 |
| Transfer to legal reserve | (11,163,032.00) |
| Allocated dividends for 2024 I half-year | (47,993,880.48) |
| Allocation of dividends for 2024 II half-year | (47,993,880.48) |
| Retained earnings (loss) as of 31 December 2024 brought forward to next financial year | 436,429,221.36 |
| Dividend per share for 2024 | 1.326 |
| Allocated for 2024 I half-year | 0.663 |
| To be allocated for 2024 II half-year | 0.663 |
| Number of shares for the distribution of dividends | 72,388,960 |
1 Previous year's retained earnings (loss) at the end of the reporting financial year.
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