DRAFT RESOLUTIONS for the Annual General Meeting of Shareholders of the Joint Stock Company “Latvijas Gāze” of June 27, 2022
for the Annual General Meeting of Shareholders
of the Joint Stock Company “Latvijas Gāze”
of June 27, 2022
(including the draft resolution on the 7th item of the agenda submitted by the shareholder MARGUERITE GAS II S.a r.l.)
Reports of the Board, the Council and the Audit Committee, and the certified auditor’s opinion
To take note of the reports of the Board, the Council and the Audit Committee of the Joint Stock Company “Latvijas Gāze”, and the certified auditor’s opinion.
Approval of the Annual Report 2021
the “Latvijas Gāze” group consolidated and Joint Stock Company „Latvijas Gāze” annual report 2021 prepared in compliance with the International Financial Reporting Standards as adopted by the European Union (hereinafter – the Annual report);
the Corporate governance report of the Joint Stock Company „Latvijas Gāze” for the year 2021, which is part of the Annual report;
the Remuneration report of the Joint Stock Company “Latvijas Gāze” for the year 2021, which is part of the Annual report;
drawn up by the Board and reviewed by the Council of the Joint Stock Company “Latvijas Gāze”.
Distribution of the profit for 2021
To transfer the 2021 net profit of 73,670 EUR to the retained earnings of the Joint Stock Company “Latvijas Gāze”.
Approval of the financial statements for 1st quarter of 2022
To approve the Joint Stock Company “Latvijas Gāze” group consolidated and Joint Stock Company “Latvijas Gāze” unaudited condensed interim financial statements for the 3 months period ended 31 March 2022 prepared in accordance with the 34th International Accounting Standard “Interim Financial Reporting” adopted by the European Union.
Payment of extraordinary dividends
To pay extraordinary dividends in the amount of 15,000,000 EUR or 0,37593985 EUR per one share.
To set July 8, 2022 as the ex-date (the day from which onwards shares are traded without a right to dividend), July 11, 2022 as the date of calculation of dividends, and July 12, 2022 as the date of payment of dividends.
Election of the auditor and setting of remuneration to the auditor
To elect the commercial company of certified auditors Joint Stock Company “Nexia Audit Advice” as auditor of the 2022 financial statement and consolidated financial statement of the Joint Stock Company “Latvijas Gāze” prepared in compliance with the International Financial Reporting Standards as approved by the European Union, with a remuneration of EUR 41,900 (excl. VAT) for the audit of 2022, including the audit of the 2022 financial statement and consolidated 2022 financial statement of the Joint Stock Company “Latvijas Gāze”.
On the proposal to initiate reorganization of the Company by division, or reduction of equity capital of the Company by cancelling shares submitted by shareholders of the Company
To task the Management Board of the Company with initiating:
reorganization of the Company by division pursuant to Section 336(4) of the Commercial Law, as a result of which the Company would transfer part of its property – and namely, 39,900,000 shares of Akciju sabiedrība “GASO”, registration number 40203108921, representing 100% of its share capital – to a newly incorporated company. As a result of the reorganization, all shareholders of the Company shall become shareholders of the newly incorporated company proportionate to their shareholding in the Company; or
reduction of the equity capital of the Company pursuant to Section 262(1)(2) of the Commercial Law, as a result of which shareholders of the Company as a payment for submitted shares would receive shares of Akciju sabiedrība “GASO”, registration number 40203108921, owned by the Company, proportionally to shareholders’ participation in the equity capital of the Company.
To task the Management Board of the Company with convocation of an Extraordinary General Meeting of the Company not later than on 10 August 2022 to adopt the decision on commencement of the reorganisation process or reduction of equity capital of the Company.
Riga, May 13, 2022
on behalf of Joint stock company “Latvijas Gāze”
Chairman of the board A. Kalvītis
On the JSC “Latvijas Gāze”
Latvijas Gāze is one of the leaders of the Baltic energy industry.
Our goal is to consolidate the leading position of the Latvijas Gāze Group in the Latvian and Baltic energy market by becoming the customers’ first choice among natural gas suppliers and providing the most reliable natural gas supply for the entire region.
The wholesale and sale of natural gas to business customers is carried out in Latvia, Lithuania and Estonia. Following the opening of the Finnish gas market on January 1, 2020, Latvijas Gāze has successfully started natural gas trading in Finland as well. In the household segment, Latvijas Gāze is the biggest and most prominent natural gas trader in Latvia.
After Latvia regained its independence in 1991, a joint state-owned company “Latvijas Gāze” was established by merging the Latvian gas infrastructure and institutions. The privatisation of the company was commenced in 1997 and completed in 2002. Since February 15, 1999, the shares of the JSC “Latvijas Gāze” have been quoted on the Nasdaq Riga stock exchange. Taking into account the requirements of the European Union for the establishment of the natural gas market and the expiry of the privatisation agreement between the state and the shareholders of Latvijas Gāze, the unified transmission and storage operator JSC “Conexus Baltic Grid” was separated from Latvijas Gāze in early 2017, followed by the separation of the distribution system operator JSC “Gaso” on December 1, 2017.
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