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) convenes and announces that the Annual Meeting of Shareholders of the Company will take place on April 27, 2023, at 10.00 am at Stigu street 14, Riga, LV-1021, Latvia. Company’s shareholders can join the meeting both by attending it in person and remotely by using electronic means of communication.
Agenda:
- Reports of the Joint Stock Company “Conexus Baltic Grid” Board, Council and the Independent Auditor.
- Approval of the Joint Stock Company “Conexus Baltic Grid” 2022 Sustainability and Annual Report and Dependency Report.
- Use of the Joint Stock Company “Conexus Baltic Grid” profit.
- Conversion of the shares of the Joint Stock Company “Conexus Baltic Grid”.
- Amendments to the Articles of Association of the Joint Stock Company “Conexus Baltic Grid”.
- Selection of the central securities depository where the shares will be registered.
- Election of the members of the Supervisory Council of the Joint Stock Company “Conexus Baltic Grid”.
Voting prior the Meeting of Shareholders
In order to ensure the greatest possible involvement of shareholders in decision-making, 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”.
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. The voting form should not be notarized, however the shareholder’s contact information (telephone number and email addresses) should me attached to allow 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 27, 2023, 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 13 2023 at 10.00 am using Microsoft Teams online solution. During the pre-meeting shareholders will be introduced to the Company’s performance in 2022, and information on all items of the agenda of the shareholders meeting will be provided.
In order to register participation in the pre-meeting, a shareholder shall submit an application which is attached to this notice and also will be available on the Company’s website under section “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
- signed paper form to the Company’s address: 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 12, 2023, 16.00. Shareholders will receive invite to the online meeting via the 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 the submitted copy of passport or personal identification card and comparing it with original of the document shown by the shareholder or the representative, as well as using shareholder’s data registered in the Shareholders registry.
Meeting of Shareholders
The Meeting of Shareholders will be held at Stigu street 14, Riga, LV-1021, Latvia, however, it will be possible to participate in the meeting simultaneously via Microsoft Teams online solution. We encourage the shareholders to take advantage of this opportunity. In order to register for participation in the Meeting of Shareholders, a shareholder shall submit an application which is attached to this notice and will also be available on website of the Company under section “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
- signed paper form to the 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 24, 2023, 16.00. Shareholders will receive invite to the online meeting via the e-mail indicated in the application form. Before the meeting, the Board of the Company will carry out identification of each shareholder based on the submitted copy of passport or personal identification card and comparing it with original of the document shown by the shareholder or the representative, as well as using shareholder’s data registered in the Shareholders registry.
Voting during the meeting will be possible by using the 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 27, 2023, from 9.00 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.
Rights of the Shareholders
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 the right to participate in the meeting (including filling and submitting the voting form) in person or through their legal representatives or authorized persons. The authorized person should enclose to the voting form or to the registration application the power of attorney, whereas legal representatives of foreign legal persons should enclose 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/ 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 2022, draft Amendments to the Articles of Association, CV of candidates for members of the Supervisory Council, draft decisions on all items of the agenda, as well as other information regarding the Meeting of Shareholders and shareholders’ rights shall be available on website of the Company under section “Information” rom March 27, 2023.
Shareholders of the Company can give their suggestions and ask questions regarding the agenda starting from March 27, 2023, till April 26, 2023, during workdays and only electronically by sending request to the e-mail: ir@conexus.lv.
Attached:
- Draft Amendments of the Articles of Association on 1 page;
- Voting form on 3 pages;
- Application form for participation in the pre-meeting and the Meeting of Shareholders on 1 page;
- Information on booking the shares in the financial instruments account on 1 page;
- Draft Resolutions on 1 page;
- Candidates for election to the Supervisory Board:
The Board of the Joint Stock Company “Conexus Baltic Grid”