Notice regarding convening of the Annual Meeting of Shareholders of JSC “Conexus Baltic Grid”

The Board of Joint Stock Company “Conexus Baltic Grid”, unified registration number 40203041605, legal address: Stigu street 14, Riga, LV-1021, Latvia (hereafter – the Company) calls up and announces that Annual Meeting of Shareholders of the Company will take place on May 12, 2021 at 10.00 am at Stigu street 14, Riga, LV-1021, Latvia using electronic means of communication.

Agenda:

  1. Reports of the Company’s Board, Council and the Independent Auditor.
  2. Approval of the Company's 2020 Annual Report and Dependency Report.
  3. Use of the Company’s profit.
  4. Approval of the new wording of the Articles of Association of the Company.
  5. Approval of Renumeration Policy of the Board members and the Council members of the Company.
  6. Election of the Council members of the Company.
  7. Determination of the remuneration for the Members of the Council of the Company.
  8. Election of the auditor for the Company's annual report for 2021, 2022 and 2023 and setting of the remuneration for the auditor.

Voting prior the Meeting of Shareholders

Considering the prevalence of Covid-19 virus infection and with the aim to preserve health of shareholders, the Company’s employees as well as public in general, we encourage all shareholders to participate in the meeting in a written mode, by filling in a voting form prior the meeting. The voting form is HERE.

We kindly ask completed voting form to be sent to:

  • electronically signed with a qualified electronic signature to the Company's e-mail address ir@conexus.lv;

or

  • in paper form signed to the postal address of the company: Stigu street 14, Riga, LV-1021, Latvia. In this case, the voting form should not be notarized, however the shareholder’s contact information (telephone number and email addresses) should me attached in order to let the Board of the Company to identify the shareholder.

Using the voting form attached to this notice, the notary's affirmation for the shareholder's signature is not required.

A shareholder who has voted prior to the shareholders meeting may request the Company to confirm receipt of the voting form. The Company shall send the shareholder confirmation without delay after receiving the shareholder's voting form.

All duly completed voting forms received by the Company till May 11, 2021 will be taken into account.

Pre-meeting

In order to provide objective and comprehensive information for voting before the meeting, the Board of the Company will organize pre-meeting on April 28, 2021 at 10.00 am by electronic means of communication using Microsoft Teams online solution. During the pre-meeting shareholders will be introduced to the Company’s performance in 2020 as well as information on all items of the agenda of the shareholders meeting will be provided.

In order to register for participation in the pre-meeting, a shareholder shall submit an application HERE.

We kindly ask the completed application with attached copy of passport or personal identification card to be sent to:

  • electronically signed with a qualified electronic signature to the Company's e-mail address ir@conexus.lv;

or

  • in paper form signed to the postal address of the company: Stigu street 14, Riga, LV-1021, Latvia.

​Shareholders shall be registered for the participation in the pre-meeting if they duly apply for participation until April 27, 2021 16.00. Shareholders will receive access information to the online meeting via e-mail indicated in the application form. Before the pre-meeting the Board of the Company will carry out identification of the shareholder based on submitted copy of passport or personal identification card comparing it with original of the document shown by the shareholder or the representative as well as using shareholders data registered in the Shareholders registry.

PRESENTATION

Meeting of Shareholders

Considering restrictions set out in the Republic of Latvia due to the Covid-19 pandemic, the Meeting of Shareholders will be held by electronic means of communication using Microsoft Teams online solution.

In order to register for participation in the Meeting of Shareholders, a shareholder shall submit an application HERE.

We kindly ask the completed application with attached copy of passport or personal identification card to be sent to:

  • electronically signed with a qualified electronic signature to the Company's e-mail address ir@conexus.lv;

or

  • in paper form signed to the postal address of the company: Stigu street 14, Riga, LV-1021, Latvia.

​Shareholders shall be registered for the participation in the meeting if they duly apply for participation until May 11, 2021 16.00. Shareholders will receive access information to the online meeting via e-mail indicated in the application form. Before the eeting the Board of the Company will carry out identification of the shareholder based on submitted copy of passport or personal identification card comparing it with original of the document shown by the shareholder or the representative as well as using shareholders data registered in the Shareholders registry.

Voting during the meeting will be possible only with the voting slip which is electronically signed with the qualified electronic signature and sent online to the Company's e-mail address: ir@conexus.lv. 

Shareholders rights

Shareholders subject to the prohibition under Clause 9.4 of the Articles of Association of the Company are not eligible to participate in the Annual Meeting of Shareholders (including filling in and submitting voting and application forms). Shareholders have rights to participate in the meeting (including filling and submitting the voting form) in person or by mediation of their legal representatives or authorized persons. The authorized person should attach to the voting form or to the registration application the power of attorney, legal representatives of foreign legal persons should attach to the voting form or to the registration application the document proving representation rights or power of attorney. All power of attorneys should be signed with the qualified electronic signature or notarized or legalized / certified with Apostille if required by the law.

Within 5 days after the notice has been received, shareholders not subject to the prohibition under Clause 9.4 of the Articles of Association of the Company 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.

Shareholders of the Company can give their suggestions and ask questions on the agenda starting from April 12, 2021 till May 11, 2021 on working days in an electronic way only by sending request to the e-mail: ir@conexus.lv.

The Company’s Annual Report and Dependency Report for 2020, Renumeration Policy of the Board members and the Council members of the Company, draft resolutions on all items of the agenda as well as other information on the shareholders meeting and shareholders rights from April 12, 2021:

  1. Company’s Annual Report for 2020;
  2. Company’s Dependency Report for 2020 and Dependency statement review report;
  3. Council’s Report;
  4. Articles of Association in the new wording on 4 pages;
  5. Renumeration Policy of the Board members and the Council members;
  6. Draft Resolutions of the Shareholders Meeting;
  7. Voting form;
  8. Application form for participation on the pre-meeting and the Meeting of Shareholders;

The Board of the Joint Stock Company “Conexus Baltic Grid”

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