Announcement on convening of the Ordinary Meeting of Shareholders of the Joint Stock Company "Conexus Baltic Grid"
The Board of the Joint Stock Company "Conexus Baltic Grid" (hereinafter – the Company), pursuant to Section 268, Paragraph one and Section 269, Paragraph one of the Commercial Law, convenes the ordinary meeting of shareholders of the Company, to be held on 27 April 2018 at 10.00 am at the premises of the Company's facility located at Stigu Street 14, Riga, in the Conference Hall on the ground floor. Registration for the meeting opens at 9.00 am.
All documents relevant to the extraordinary meeting of shareholders are published on the Company's website www.conexus.lv under chapter "For Investors".
Agenda of the ordinary meeting of shareholders:
- Reports of Company’s Board, Supervisory Council and the independent auditor;
- Approval of the Company's 2017 annual report;
- Use of the Company’s profit of 2017;
- Setting of a single remuneration for the members of the Company’s Supervisory Council for the results of 2017;
- Election of the Company’s Supervisory Council;
- Election of the auditor for the Company's annual report for 2018 and setting of a remuneration for the auditor.
Shareholders subject to the prohibition under Clause 9.4 of the Company's Articles of Association are not eligible to attend and participate in the ordinary meeting of shareholders. Shareholders eligible to attend and participate in the ordinary meeting of shareholders may participate in the meeting in person or by mediation of their legal representatives or authorised persons. Upon registration, shareholders shall present a passport or another personal identification document. Representatives and authorised persons of shareholders shall present a passport or other personal identification document upon registration as well as submit a written power of attorney of the represented shareholder, while legal representatives of legal entities shall also present a document certifying their powers (an excerpt from the Commercial Register or the like). Upon registration, each shareholder shall have to fill in a certification form representing that he or she is not subject to the prohibition under Section 111, Paragraph three, Clauses 1, 2, 3, 4 and 5 of the Energy Law.
Within 5 days after the notification has been received, shareholders not subject to the prohibition under Clause 9.4 of the Company's Articles of Association and representing at least one twentieth of the company’s share capital shall have the right to request the Company's board to include additional items in the agenda of the meeting.
A shareholder or a group of shareholders not subject to the prohibition under Clause 9.4 of the Company's Articles of Association shall have the right to nominate own candidates to the Council subject to a provision that, when dividing the voting capital represented by such shareholder or group of shareholders by the number of nominated candidates, each nominee should have no less than five per cent of the voting capital represented at the meeting of shareholders. Each candidate nominated in this manner is included in the electoral list of the Council members. We would like to urge you to nominate candidates to the Council in due time and inform the Company's board thereof by 13 April 2018. According to the existing regulation, candidates to the Council should submit a written application and a copy of a personal identification document, as well as provide additional information – given name, surname, date and place of birth, education, work experience covering at least three previous years, valid positions in other companies, shareholding interest in the Company, as well as a digital photo (to be sent to IR@conexus.lv).
The shareholders of the Company will be able to get acquainted with the draft resolutions on the Company's website www.conexus.lv under chapter "For Investors". Shareholders may arrive in person to get acquainted with the materials as well as submit their suggestions and proposals about the items to be included in the Agenda:
- starting from 13 April 2018 till 26 April 2018 at the premises of JSC “Conexus Baltic Grid”, Aristida Briana Street 6, Riga, LV-1001, on business days from 10.00 a.m. till 16.00 p.m., by arranging an appointment on the previous business day by calling at 67087927 or by writing an e-mail to IR@conexus.lv;
- at the registration of shareholders on the meeting day.
Joint Stock Company "Conexus Baltic Grid" Board
Additional information: Normunds Čižiks, phone +371 67087927, e-mail: IR@conexus.lv
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- Clause 9.4 of the Company's Articles of Association
9.4. In compliance with the requirements set forth in the Energy Law regarding the prohibition for a person directly or indirectly exercising control over the Company or joint stock company “Latvijas Gāze” (registration number: 40003000462), or any other undertaking performing any of the functions of production or supply of natural gas, to simultaneously exercise direct or indirect control in both the Company and joint stock company “Latvijas Gāze”, or any other undertaking performing any of the functions of production or supply of natural gas, as of 31 December 2017 any Shareholder to whom this prohibition applies shall not attend or participate at the Shareholders’ meeting and shall not exercise any other Shareholder’s rights, including voting rights, but save the right to receive dividends and liquidation quota.
The Shareholders deprived from voting rights due to the above mentioned restrictions emanating from the Energy Law shall not be taken into account in determining the quorum of, or outcome of the voting by, the Shareholders’ Meeting.
If a Shareholder, to whom this prohibition applies, transfers its shares to a person to whom this prohibition is not applicable, the transferred shares participate in the decision making at the Shareholder’s Meeting as of the date on which the respective share transfer has been duly reflected in the Register of Shareholders pursuant to Clause 5.4. hereof and as long as the new Shareholder abides by the Energy Law requirements on prohibition to simultaneously exercise direct or indirect control in both the Company and any other undertaking performing any of the functions of production or supply of natural gas.
- Section 111, Paragraph three, Clauses 1, 2, 3, 4 and 5 of the Energy Law:
To ensure the independence of the combined natural gas transmission and storage system operator and efficiently prevent any potential conflict of interest between the combined natural gas transmission and storage system operator and energy supply merchants that are engaged in generation or trade of natural gas or electricity, the following provisions shall be complied with:
1) one and the same person or persons who have direct or indirect control over an energy supply merchant that is engaged in generation or trade of natural gas or electricity, should not have direct or indirect control over the combined natural gas transmission and storage system operator, natural gas transmission system or the Inčukalns Underground Gas Storage Facility, or exercise any rights in the combined natural gas transmission and storage system operator;
2) one and the same person or persons who have direct or indirect control over the combined natural gas transmission and storage system operator or the Inčukalns Underground Gas Storage Facility, should not have direct or indirect control over an energy supply merchant that is engaged in generation or trade of natural gas or electricity, or exercise any rights in such merchant;
3) one and the same person should not appoint members to the council, board or such institutions of the combined natural gas transmission and storage system operator that have the authority to represent the combined natural gas transmission and storage system operator or natural gas transmission system, or the Inčukalns Underground Gas Storage Facility, and at the same time have direct or indirect control over a natural gas supply merchant that is engaged in generation and trade of natural gas, or exercise any right in such merchant, and should not have direct or indirect control over an electricity supply merchant that is engaged in generation and trade of electricity, or exercise any rights in such merchant;
4) one and the same person should not become a member of the council, board or such institutions that are authorised to represent the combined natural gas transmission and storage system operator, neither in a natural gas supply merchant that is engaged in generation and trade of natural gas, nor in an electricity supply merchant that is engaged in generation and trade of electricity, nor in the combined natural gas transmission and storage system operator or natural gas transmission system, nor in the Inčukalns Underground Gas Storage Facility;
5) if the person referred to in Clause 2, 3 or 4 of this Paragraph happens to be the Republic of Latvia, then one and the same public administration body should not control the energy supply merchant that is engaged in generation or trade of natural gas or electricity, and the combined natural gas transmission and storage system operator or natural gas transmission system, or the Inčukalns Underground Gas Storage Facility.