On termination of concluded option agreements

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On termination of concluded option agreements by Ignitis Group key executives and a standalone claim requesting to dismiss interim measures

Nine key executives of AB “Ignitis grupė” (hereinafter – the Company) on their own initiative have terminated the concluded option agreements with the aim to implement the employee stock ownership plan (hereinafter – the Plan) successfully. The Company also submitted a standalone claim to Vilnius District Court (hereinafter – the Court) with a request to dismiss the interim measures (hereinafter – IM) applied by the Court order of 3 May 2021, which, in principle, suspended the employee stock ownership plan as well as executive long-term incentive share options plan.

On the dismissal of option agreements of key executives

On 12 May 2021 the Supervisory Board approved the suggestions of nine key executives of the group of companies (Company’s Management Board members and CEOs of Ignitis Renewables, ESO, Ignitis Gamyba and Ignitis) to terminate executives’ option agreements, which were concluded in 18 December 2020 (it was announced here and here).

The executives of group of companies indicated that in the ongoing judicial proceedings might focus not on the key point – incentives for and motivation of employees, but rather on option agreements concluded between the Company and the executives, by interpreting these agreements without any grounds as a possible personal interest of the executives during the judicial proceedings. Therefore, in order to dismiss any bias perception or doubts of their possible personal financial interest in the context of the Plan and the judicial proceedings, the executives submitted proposals to terminate their concluded option agreements because their sole aim is to successfully and seamlessly implement the Plan, which will unite the Company’s, employees’ and shareholders’, including the state, interests and will ensure the ability to compete for talents in international markets where such an incentive system is considered good practice.

Key executives note that they support the implementation of the program and will make every effort to ensure the motivation of employees and thus protect the reputation, investment attractiveness and value of the Company, which follows the best corporate governance practices of developed capital markets.

On the IM appeal

The Company on 12 May 2021 submitted to the Court a standalone claim, requesting to dismiss the IM applied by Vilnius District Court’s order of 3 May 2021 (link). The Company disagrees with the IM, noting that the order is baseless and illegal, adopted before hearing the opinion of the Company, without specifying necessary conditions for the application of IM, violates the principles of economy and proportion, and most of all – legitimate interests of the Company, employees of the companies of the Company and shareholders of the Company, one of whom is the state.

In the assessment of the Company, application of IM restricts without grounds the right of employees to choose the way they want to be incentivised and motivated for their results.

In order to implement the employee stock ownership plan as well as executive long-term incentive share options plan, the Company would acquire own shares not from the share of shares owned by the state (73.08%), but from the share of shares that is being traded in the regulated market (26.92%), which is not owned by the state. Therefore, the application of IM would not affect the execution of the decision of the Court potentially favourable to the claimant.

In the opinion of the Company, when implementing employee and executive options plans, neither the public interest, nor legal acts were violated.

The Company also informs that by disagreeing with the submitted clam, it will respond to the claim.

The Company will inform about the material events in a separate notice when a material decision is adopted or in the event of another material event in the judicial proceedings.

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