Published: 2019-11-11 18:00:00 CET
Ignitis gamyba
Notification on material event

Regarding the agenda and proposed draft resolutions of the Extraordinary General Meeting of Shareholders of AB Ignitis Gamyba

AB Ignitis Gamyba (hereinafter referred to as the Company) company code 302648707, registered office placed at Elektrinės st. 21, Elektrėnai. The total number of registered ordinary shares issued by the Company is 648 002 629; ISIN code LT0000128571.

On 11 November 2019 the Company received a written request from the Company’s shareholder – UAB Ignitis Grupė, holding 96,82 percent of votes in the Company‘s General Shareholders Meeting – proposing to convene the Extraordinary General Meeting of Shareholders.

In accordance with the request of UAB Ignitis Grupė, on 11 November 2019, the Board of the Company decided to convene the Extraordinary General Meeting of Shareholders.

The Extraordinary General Meeting of shareholders of the Company will take place at Elektrinės st. 21, Elektrėnai, Republic of Lithuania.

The meeting will start at 10.00 a.m. on 4 December 2019.

Start of registration of shareholders at 9.30 a.m.
End of registration of shareholders at 9.55 a.m.

The record day of the Extraordinary General Meeting of Shareholders of the Company is 27 November 2019. Only those persons who are shareholders of the Company as of the end of the said record day are entitled to attend and vote at the Extraordinary General Meeting of Shareholders of the Company.

The agenda and the proposed draft resolution of the Extraordinary General Meeting of Shareholders of the Company:

1. Regarding the delisting of shares of AB Ignitis Gamyba from trading on the AB Nasdaq Vilnius Stock Exchange.
Proposed draft decision:
1.1. To delist all shares of AB Ignitis Gamyba from trading on the AB Nasdaq Vilnius Stock Exchange.
1.2. To confirm the shareholder UAB “Ignitis grupė” (legal entity code 301844044) as a person who will make an official tender offer to buy shares of AB Ignitis Gamyba listed on the AB Nasdaq Vilnius Stock Exchange.
1.3. To authorize the General Director of AB Ignitis Gamyba with the right to re-authorize to perform all necessary actions and to submit all necessary documents regarding the delisting of the shares of AB Ignitis Gamyba AB from trading on the regulated market.

In accordance with paragraphs 3 and 4 of Article 33 of the Law on Securities of the Republic of Lithuania, the Company has to submit the notification of the intention to delist shares from trading on the regulated market operating in the Republic of Lithuania. This notification is attached to this report.

All statutory information related to the convened Extraordinary General Meeting of Shareholders and annexes to issues on the agenda of such a meeting shall be announced on the website of the Company http://www.ignitisgamyba.lt and in the home page of Nasdaq Vilnius following the procedure established by the law.

The agenda of the Extraordinary General Meeting of Shareholders of the Company may be supplemented on the initiative of shareholders of the Company whose shares held in the Company carry at least 1/20 of all votes at the General Meeting of Shareholders of the Company. The proposal to supplement the agenda of the respective Extraordinary General Meeting of Shareholders shall be accompanied by draft decisions or, where no decisions have to be taken, by explanations on each proposed agenda item of the Ordinary General Meeting of Shareholders. The agenda shall be supplemented if the proposal is received no later than 14 before the respective General Meeting of Shareholders.

Shareholders whose shares held in the Company carry at least 1/20 of all votes at the General Meeting of Shareholders of company shall have the right to propose, at any time before the General Meeting of Shareholders of the Company, new draft decisions on issues that are included or will be included in the agendas of the Extraordinary General Meeting of Shareholders of the Company. Proposals on the supplementation of the respective agenda or relevant draft decisions shall be submitted in writing to the Company, Elektrines str. 21, Elektrenai, or by e-mail to gamyba@ignitis.lt.

Shareholders of the Company shall have the right to present questions related to the agenda of the General Meeting of Shareholders of the Company. Questions may be presented by e-mail to gamyba@ignitis.lt or delivered to the Company to Elektrines str. 21, Elektrenai, no later than 3 working days before the General Meeting of Shareholders.

A shareholder or his authorised representative shall have the right to vote in writing in advance (by filling the general ballot papers). If the shareholder entitled to vote or his duly authorised representative requires so in writing, the Company shall prepare the general ballot papers and send them by registered mail or deliver to the shareholder against signed acknowledgment of receipt at least 10 days prior to the Extraordinary General Meeting of Shareholders. The general ballot papers shall also be provided on the website of the Company http://www.ignitisgamyba.lt, in section For Investors. The filled in and signed general ballot papers supported by the document certifying the voting right may be sent to the Company by registered mail or delivered to Elektrinės st. 21, Elektrėnai, or Žvejų st. 14, Vilnius, no later before the General Meeting of Shareholders.

The Company shall reserve the right not to include the advance vote of a shareholder or his 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 deadline or filled in such manner that it is impossible to establish the true will of the shareholder regarding the individual issue.

Persons shall have the right to vote under the authorisation in Extraordinary General Meeting of Shareholders. An authorisation 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 relations with the third party. An authorisation to perform actions on behalf of a natural person that pertain to legal entities must be notarised, except in cases provided by the law and authorising the granting an authorisation in any other form. Authorised representatives must hold a personal identity document and an authorisation certified as provided by the law, which must be submitted by the closure of the registration of shareholders for Extraordinary General Meeting of Shareholders. The authorised representative shall enjoy the same rights in the convened general meeting of shareholders as his represented shareholder would.

Shareholders entitled to attend Extraordinary General Meeting of Shareholders shall have the right to authorise a natural person or a legal entity using electronic means of communication to attend and vote on his behalf at an Extraordinary General Meeting of Shareholders. Such authorisation does not need to be notarised. The Company shall acknowledge authorisation granted by electronic means of communication only if the shareholder signs it by electronic signature generated by safe generation 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 Company in writing about granted authorisation by electronic means of communication by sending an authorisation by e-mail to gamyba@ignitis.lt by the closing (4.30 p.m.) of the working day of 3 December 2019.

Electronic means of communication shall not be used for the participation and voting at the Extraordinary General Meeting of Shareholders. 

Berta Jasiukėnaitė, Public relations project manager, +370 694 60771, berta.jasiukenaite@ignitis.lt 

Attachment


Ignitis gamyba intention to delist shares.pdf