The Management Board of joint stock company “Latvijas Gāze”, registration number: 40003000642, legal address:, Aristida Briana street 6, Riga, LV-1001, Latvia (hereinafter – the “Company”), hereby convenes and announces that the Extraordinary Meeting of Shareholders of the Company will take place on 22 February 2024 at 10:00 at Vagonu street 20, Riga, Latvia.

 

The agenda:

  1. On the new wording of the Articles of Association of the joint stock company "Latvijas Gāze" and on the selection of the central securities depository in which to register the shares of the joint stock company "Latvijas Gāze".
  2. Election of the Supervisory Council and determination of remuneration for the Supervisory Council.
  3. Election of the Audit Committee and determination of remuneration for the Audit Committee.

 

The Management Board of the Company will provide the shareholders with the possibility to vote before the meeting and to connect to the meeting remotely, without physical attendance.

 

The record date for shareholders’ participation at the Extraordinary Meeting of shareholders of the Company is 14 February 2024. Only the persons who are shareholders on the record date with the number of shares held by them on the record date are authorized to participate in the Extraordinary Meeting of shareholders of the Company on 22 February 2024 as well as to vote in writing before the shareholders' meeting.

 

Shareholders have a right to participate in the meeting (including filling and submitting the voting before the meeting) in person or by mediation of their legal representatives or authorized persons. If the shareholder is represented by the authorized person, the power of attorney should be attached to the voting or the application form but legal representatives should attach to the voting or the application form the document proofing representation rights.

The form of a written power of attorney is available on the website of the Company www.lg.lv page Shareholders Meetings, on website of the central storage of regulated information - csri.investinfo.lv and website of joint stock company “Nasdaq Riga” - www.nasdaqbaltic.com.

 

 

 

Voting prior to the meeting

Shareholders are invited to exercise their rights to vote in writing before the shareholders' meeting by sending a vote signed with a secure electronic signature to the e-mail: investor.relations@lg.lv or signed in paper form by post to the legal address of the Company at Aristida Briana street 6, Riga, LV-1001, Latvia.

 

The required voting form will be available on the website of the Company www.lg.lv page Shareholders Meetings, on website of the central storage of regulated information - csri.investinfo.lv and website of joint stock company “Nasdaq Riga” - www.nasdaqbaltic.com.  Such a vote will be considered if received by 21 February 2024 (including). The voting form will be published together with the draft resolutions of the meeting.

 

Shareholders who voted before the meeting will be considered present at the meeting. A shareholder who has voted before the shareholders' meeting may ask the Company to confirm the receipt of the vote. The Company shall send a confirmation to the shareholder immediately upon receipt of the shareholder's vote.

 

Participation and voting at the meeting

The registration and identification of shareholders will take place in the following order:

 

  1. The shareholder must send the application form signed with a secure electronic signature to the e-mail address: relations@lg.lv or a signed in paper form by post to the legal address of the Company Aristida Briana street 6, Riga, LV-1001, Latvia, by 16 February 2024 at 17:00. If the shareholder wants to participate in the meeting remotely a copy of shareholder’s (or representative’s) identification document together with contacts (phone number and e-mail) should be attached to the application form in order to carry out identification of the shareholder.
  2. Shareholders applied for participation in the meeting remotely will receive an individual connection link to the meeting by indicated e-mail until 22 February 2024 at 9:00.
  3. Shareholders who have applied for participation in the meeting remotely using the link provided must join the meeting from 9:00 to 9:45 and be prepared to present a personal identification document to carry out the video identification.
  4. The video and audio streaming of the meeting and the video identification process could be recorded.
  5. The registration of shareholders who have applied for participation in the meeting in a presence will take place on the day of the shareholders’ meeting on 22 February 2024 from 9:00 to 9:45 at the meeting venue. Shareholders or their representatives should present passport or other identification document upon registration.

The shareholders representing at least one-twentieth of the company's share capital, have the right to request the Management Board to include additional points on the agenda of the meeting no later than by 7 February 2024 (including). Shareholders representing at least one-twentieth of the company's share capital have the right to submit draft decisions on the issues included in the agenda of the meeting no later than by 15 February 2024 (including). If a shareholder submits a written request to the Management Board no later than by 15 February 2024 (including), the Management Board will provide all the requested information on the issues included in the agenda no later than on 19 February 2024. All the above mentioned correspondence should be sent to the e-mail address: investor.relations@lg.lv signed with a safe electronic signature or by post to the legal address of the Company at Aristida Briana street 6, Riga, LV-1001, Latvia.

 

We invite shareholders to nominate candidates for members of the Supervisory Council and Audit Committee in writing, informing the Management Board of the Company thereof by February 1, 2024. A shareholder or a group of shareholders is entitled to nominate candidates for election as a member of the Supervisory Council and/or a member of the Audit Committee with such calculation that, dividing the voting capital represented by such shareholder or group of shareholders by the number of candidates to be nominated, each of the candidates has not less than five per cent of the voting capital represented at the shareholders' meeting.   Written consents of the nominated members of the Supervisory Council and/or Audit Committee are also mandatory. In the consent, the candidate for a member of the Supervisory Council and/or Audit Committee shall indicate possible obstacles to the holding of office in accordance with the provisions of the law and the articles of association or certify that he or she does not have such obstacles. The requirements for candidates for the Supervisory Council members are specified in Section 296 of the Commercial Law, while for candidates for the Audit Committee members - in Section 55.6 of the Financial Instrument Market Law. Newly nominated candidates who have not held the positions of the Company's Supervisory Council and the Audit Committee so far are also invited to submit a brief description of the professional experience of the three previous years.

 

The draft new version of the Articles of Association of the Company, draft decisions have been published together with this notice, while the supplemented draft decisions with candidates for the Supervisory Council members and the Audit Committee members nominated by shareholders, and voting forms will be published until February 8, 2024.

 

Information on the shareholders’ meeting is also available on the website of the Company www.lg.lv page Shareholders Meetings, on website of the central storage of regulated information - csri.investinfo.lv and website of joint stock company “Nasdaq Riga” - www.nasdaqbaltic.com.

 

The total amount of shares and the total amount of the shares with voting rights of the Company is 39 900 000.

 

Annexes:

  • New wording of the Articles of Association
  • The draft resolutions
  • The power of attorney form
  • The application form for participation

 

The Board of the Joint Stock Company “Latvijas Gāze”

 

 Riga, January 3, 2024.

 

About JSC “Latvijas Gāze” 

Founded in 1991, JSC “Latvijas Gāze” is one of the leaders of the Baltic energy sector and provides the wholesale and sale of natural gas to business customers in Latvia, Estonia, Lithuania and Finland. In the household segment, AJSC “Latvijas Gāze” is the largest and most prominent natural gas trader in Latvia. The company has been listed on the NASDAQ Riga stock exchange since February 15, 1999 – a proof of high standards in terms of transparent governance, responsibility, and care for its customers, investors, and the society as a whole.

 

Additional information:

Sandra Joksta

Phone +371 67 374 369,

e-mail: investor.relations@lg.lv

Attachments

  • DRAFT_RESOLUTIONS
  • LG_ARTICLES_OF_ASSOCIATION_DRAFT
  • APPLICATION FORM FOR REMOTE PARTICIPATION
  • FORM_OF_POWER_OF_ATTORNEY