In This Article:
AB “Ignitis grupė” (hereinafter – the Group) informs that on 14 April 2025 it received a letter from the Ministry of Finance of the Republic of Lithuania, which exercises the rights of the majority shareholder, along with the updated Description of the Guidelines on Corporate Governance of the State-Owned Group of Energy Companies approved by the order of the Minister of Finance (hereinafter – the Corporate Governance Guidelines) (attached). On 15 April 2025, based on these guidelines, the Management Board of the Group, legal entity code: 301844044, registered office address: Laisvės Ave. 10, Vilnius, decided to convene an Extraordinary General Meeting of Shareholders of the Group (hereinafter – the GM).
Taking into consideration the proposals from the Group’s Supervisory Board and independent experts and continuing to implement best governance practices as well as aiming to initiate the selection of the Group’s Supervisory Board for a new term of office (the term of office of the Group’s current Supervisory Board expires on 25 October 2025), the Ministry of Finance proposes the following changes in the letter and the Corporate Governance Guidelines:
| Essence of the change | As it is now | Change |
| 1. Restructuring the committees of the Supervisory Board |
| The Supervisory Board would form three advisory committees from among its members: the Audit and Risk Committee, the Nomination and Remuneration Committee, and the Sustainability Committee |
| 2. Number of Supervisory Board members | The Supervisory Board is composed of 7 members, 5 of whom are independent members and 2 are civil servants | The Supervisory Board would be composed of 9 members, 6 of whom would be independent members and 3 would be civil servants |
| 3. Ensuring continuity | - | To establish that efforts would be made to ensure that at least 1/3 of the members of the Supervisory Board continue to work in the newly elected body for a new term of office |
| 4. Updating the Remuneration Policy | - | Amendments to the Group’s Remuneration Policy are proposed to implement the changes described above and review remuneration amounts for the members of the Supervisory Board. |
The updated Corporate Governance Guidelines shall apply to the structure of the new Supervisory Board and its committees as well as the selection of Supervisory Board members for a new term of office.