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 and two of the Commercial Law, convenes the ordinary meeting of shareholders of the Company, to be held on 30 April 2020 at 10.00 am at the Company’s premises at 14 Stigu Street, Riga. In view of the health emergency situation declared by the government of the Republic of Latvia due to the Covid-19 pandemic, participation in the meeting of shareholders is permitted only from distance, i.e. by delegating their voting power to the proxy – Board of the Joint Stock Company "Conexus Baltic Grid" – by issuing a Power of Attorney and voting instructions on the agenda items. This solution would enable convening a meeting of shareholders with a minimised physical attendance, yet making it possible to take decisions that are necessary for securing the continuity of the Company’s operations.
If you agree to issue a Power of Attorney and Voting Instructions, you are requested to sign both documents and mail them to the Joint Stock Company "Conexus Baltic Grid" at 14 Stigu Street, Riga, LV-1021. You are encouraged, if possible, to sign the documents with electronic signature and e-mail them to IR@conexus.lv. All Powers of Attorney and Voting Instructions that have reached the Company by 29 April 2020 will be used for voting. When the appended templates of Power Attorney and Voting Instructions are used, there is no need to have a notary’s attestation of the shareholder’s signature.
All documents relevant to the ordinary meeting of shareholders are published on the Company's website www.conexus.lv under the 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 2019 annual report.
Use of the Company’s profit.
Setting of a single remuneration for the members of the Company’s Supervisory Council for the results of 2019.
Election of the Company's Supervisory Council.
Election of the auditor for the Company's annual report for 2020 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 participate in the ordinary meeting of shareholders. Shareholders eligible to participate in the ordinary meeting of shareholders may participate in the meeting in person or by mediation of their legal representatives or authorised persons.
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 Company's Supervisory 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 Supervisory Council members. We would like to encourage you to nominate candidates to the Supervisory Council in due time and inform the Company's board thereof by 15 April 2020. According to the existing regulation, candidates to the Supervisory Council should submit a written consent 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).
- Template Power of Attorney;
- Template Voting Instructions;
- Draft Resolutions;
- Audited financial statement for the period from 1 January to 31 December 2019;
- Council report.
In addition, we would like to inform you that the shareholders have nominated the following candidates to the Supervisory Council of JSC "Conexus Baltic Grid":
- Ilmārs Šņucins;
- Normunds Šuksts;
- Ilze Aleksandroviča;
- Zane Āboliņa;
- Jun Matsumoto;
- Tomohide Goto;
- Ippei Kojima.
In order to submit your vote on the agenda item 5 of the Shareholders' meeting, we invite you to indicate the candidates nominated by the shareholders in the voting order, spliting the votes into whole numbers for one or more candidates.
Additional information: Normunds Čižiks, phone +371 67087927, e-mail: IR@conexus.lv