Statement of RESOLUTIONS of Joint Stock Company "Latvijas Gāze" annual shareholders' meetings of June 19, 2024Joint Stock Company "Latvijas Gāze"
Annual General Meetings of shareholders of June 19, 2024
RESOLUTIONS - Reports of the Board, the Council and the Audit Committee, and the certified auditor’s opinion of the joint stock company “Latvijas Gāze”, approval of the Annual Report 2023 of the joint stock company “Latvijas Gāze”.
- To take note of the reports of the Board, the Council, the Audit Committee of the Joint Stock Company “Latvijas Gāze” and the sworn auditor commercial company "Nexia Audit Advice".
- To approve the annual report of "Latvijas Gāze" for the year 2023, prepared in accordance with the requirements of IFRS Accounting Standards approved in the European Union (hereinafter - the Annual Report).
- To approve the Corporate governance report of the Joint Stock Company “Latvijas Gāze” for the year 2023, which is an integral part of the Annual report.
- To approve the Remuneration report of the Joint Stock Company “Latvijas Gāze” for the year 2023, which is an integral part of the Annual report.
- The coverage of losses for 2023 of the joint stock company “Latvijas Gāze”.
To cover the 2023 losses in the amount of 56 910 141 EUR from the retained earnings of previous years. - Election of the auditor and setting of remuneration to the auditor of the joint stock company “Latvijas Gāze”.
To elect the commercial company of certified auditors Joint Stock Company “Nexia Audit Advice” as the auditor of the 2024 annual report of the Joint Stock Company “Latvijas Gāze” to be prepared in accordance with the IFRS Accounting Standards as adopted by the European Union, with a remuneration of 25 000 EUR (excl. VAT) for the 2024 audit. - On determination of the renumeration for the previous Supervisory Council member of the joint stock company "Latvijas Gāze".
To approve additional remuneration in the amount of 10 monthly salaries to former Vice-Chairman of the Council of the Joint Stock Company “Latvijas Gāze” Juris Savickis in light of him not having been nominated for re-election to the Council of the Joint Stock Company “Latvijas Gāze” and in appreciation of his personal contribution to the development and day-to-day work of the Joint Stock Company “Latvijas Gāze”. - On the exclusion of joint stock company "Latvijas Gāze" shares from the regulated market.
- To delist the shares of the Joint Stock Company “Latvijas Gāze” from the Baltic Second List of the Joint Stock Company “Nasdaq Riga”.
- To approve, based on the written consent received, the Joint Stock Company “Latvijas Gāze”, registration number: 40003000642, as the person who shall offer the shareholders to buy back their shares in the Joint Stock Company “Latvijas Gāze”.
- To stipulate that the first and second point of this resolution shall apply if the buyback price of the shares of the Joint Stock Company “Latvijas Gāze” in the mandatory share buyback offer does not exceed the share balance sheet value set out in the Share Buyback Law.
- To stipulate that the deadline of submission of the documents necessary for the mandatory share buyback offer by the Joint Stock Company “Latvijas Gāze” shall be 20 business days after the day of adoption of the resolution by the Shareholders’ meeting.
- On the share conversion of the joint stock company "Latvijas Gāze", on the new wording of the Articles of Association and on the selection of the central securities depository in which to register the shares of the joint stock company "Latvijas Gāze".
- To convert 25 328 520 (twenty-five million three hundred and twenty-eight thousand five hundred twenty) dematerialised bearer shares of the Joint Stock Company ”Latvijas Gāze” to dematerialised shares.
- To convert 14 571 480 (fourteen million five hundred and seventy-one thousand four hundred eighty) dematerialised name shares of the Joint Stock Company “Latvijas Gāze” to dematerialised shares, stipulating that the converted name shares shall not be listed on the regulated market.
- To approve the new wording of the Articles of Association (attached).
- To stipulate that the dematerialised shares of the Joint Stock Company “Latvijas Gāze” shall be registered with the central securities depository Nasdaq CSD SE, registration No.: 40003242879, legal address: 1 Vaļņu Street, Riga, Latvia, LV-1050.
- To authorise the Board of the Joint Stock Company “Latvijas Gāze” to make adjustments if necessary and sign documents and take other actions necessary for registering the new version of the Articles of Association with the Commercial Register and Nasdaq CSD SE.
- This resolution shall remain in force until the adoption of a resolution on the delisting of the shares of the Joint Stock Company “Latvijas Gāze” from the regulated market and on a subsequent conversion of all shares of the Joint Stock Company “Latvijas Gāze” to registered shares.
Riga, 19 June 2024 Joint Stock Company "Latvijas Gāze"
Chairman of the Management Board A. Kalvītis About AS “Latvijas Gāze”
Founded in 1991, AS “Latvijas Gāze” is one of the leaders of the Baltic energy sector and provides the wholesale and sale of natural gas to business customers in Latvia, Estonia, Lithuania and Finland. In the household segment, AS “Latvijas Gāze” is the largest and most prominent natural gas trader in Latvia. The company has been listed on the NASDAQ Riga stock exchange since February 15, 1999 – a proof of high standards in terms of transparent governance, responsibility, and care for its customers, investors, and the society as a whole. Additional information:
Sandra Joksta
investor.relations@lg.lv
phone: + 371 67 374 369
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