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 the Annual Meeting of Shareholders of the Company will take place on April 28 2022 at 10.00 am at Stigu street 14, Riga, LV-1021, Latvia using electronic means of communication.

Agenda:

  1. Reports of the JSC “Conexus Baltic Grid” Board, Council and the Independent Auditor.
  2. Approval of the JSC “Conexus Baltic Grid” 2021 Sustainability and Annual Report and Dependency Report.
  3. Use of the JSC “Conexus Baltic Grid” profit.
  4. Issuance, offering and listing of bonds of JSC “Conexus Baltic Grid”.
  5. Election of the Council members of the JSC “Conexus Baltic Grid”:
    - Ilmārs Šnucins;
    - Tomohide Goto;
    - Zane Āboliņa;
    - Viktors Sentuhovskis;
    - Normunds Šuksts;
    - Yukiko Fujii;
    -     Ivars Moisejs.
  6. Changes in the remuneration set for the auditor of JSC “Conexus Baltic Grid”.

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 attached to this notice and also will be available on website of the Company under section “Information” https://www.conexus.lv/information.

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 April 28 2022 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 14 2022 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 2021 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 which is attached to this notice and also will be available on website of the Company under section “Information” https://www.conexus.lv/information.

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 13 2022 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

Due to the prevalence of Covid-19, the the Meeting of Shareholders will be held by electronic means of communication using Microsoft Teams online solution for epidemiological security purposes.

In order to register for participation in the Meeting of Shareholders, a shareholder shall submit an application which is attached to this notice and also will be available on website of the Company under section “Information” https://www.conexus.lv/information”.

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 April 25 2022 16.00. Shareholders will receive access information to the online meeting via e-mail indicated in the application form. Before the 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.

Voting during the meeting will be possible by electronic means of communication using Microsoft Teams online solution.

Registration of shareholders who have applied for participation in the meeting in person will take place on the day of the meeting on April 28 2022 from 9 a.m. to 9.45 at the venue of the Meeting of Shareholders. Shareholders or their representatives must present a passport or other identity document upon registration.

Shareholders rights

Shareholders subject to the prohibition under Clause 17 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 17 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.

The Company’s Sustainability Report, Annual Report and Dependency Report for 2021, draft decision on all items of the agenda as well as other information on the shareholders meeting and shareholders rights from March 28 2022 shall be available on website of the Company under section “Information” https://www.conexus.lv/information.

Shareholders of the Company can give their suggestions and ask questions on the agenda starting from March 28 2022 by April 27 2022 on working days in an electronic way only by sending request to the e-mail: ir@conexus.lv.

Taking into account that the notification of the Council member Ilze Aleksandroviča of resignation from the position of the Council member as of 27.04.2022. has been received, shareholders who have already voted for Ilze Aleksandroviča, may resubmit their vote. All votes received for Ilze Aleksandroviča will be declared invalid. The votes received for the other Council members will be valid. 

Attached:

  1. Voting form on 3 pages;
  2. Application form for participation on the pre-meeting and the Meeting of Shareholders on 1 page;
  3. Shareholders' resolutions.

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

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