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Notification on the Extraordinary Shareholders’ Meeting of the Joint Stock Company "Conexus Baltic Grid"

We hereby inform you that the Management Board of the JSC "Conexus Baltic Grid" convenes the Extraordinary Meeting of Shareholders of the JSC "Conexus Baltic Grid" on 20 December 2017 at 10.00 a.m., at the premises of the JSC "Latvijas Gāze", 20 Vagonu Street, Riga. The registration for the meeting opens at 9.00 a.m.

All documents relevant to the Extraordinary Meeting of Shareholders are being published on the website of JSC "Conexus Baltic Grid" www.conexus.lv.

The agenda of the shareholders meeting is as follows:

  • Amendments to the Articles of Association of the Joint Stock Company "Conexus Baltic Grid";
  • Recalling of the Supervisory Council of the Joint Stock Company "Conexus Baltic Grid";
  • Election of the Supervisory Council of the Joint Stock Company "Conexus Baltic Grid".

Shareholders have rights to participate in the meeting in person or by mediation of their legal representatives or authorised persons. Upon registration, shareholders shall present a passport or other personal identification document. Representatives and authorised persons of shareholders shall present a passport or other personal identification document upon registration as well as submit a written power of attorney of the represented shareholder, while lawful representatives of legal entities shall also present a document certifying their powers (an excerpt from the Commercial Register or the like).

Within 5 days after the notification is received, shareholders representing at least 1/20 of the joint stock company’s share capital have rights to require the institution, which convenes the shareholders’ meeting, to include additional items in the agenda of the meeting.

A shareholder or a group of shareholders have rights to nominate own candidates to the 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 in the meeting of shareholders. Each candidate nominated in this manner is included in the electoral list of the Council members. We would like to urge you to nominate the candidates to the Council in due time and inform the JSC "Conexus Baltic Grid" Management Board thereof by 30 November 2017. According to the existing regulation, the candidates to the Council should submit a written application and a copy of a personal identification document, 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, the shareholding in the JSC "Conexus Baltic Grid", as well as a digital photo (to be sent to IR@conexus.lv).

The shareholders of the JSC "Conexus Baltic Grid" can get acquainted with the draft resolutions on the JSC "Conexus Baltic Grid" website www.conexus.lv. Shareholders may arrive in person to get acquainted with the materials as well as give their suggestions and proposals on the Agenda:

  • starting from 6 December till 19 December 2017 at the premises of the JSC "Conexus Baltic Grid", 6 Aristida Briāna Street, Riga, Latvia on business days from 10.00 a.m. till 16.00 p.m., by arranging an appointment on the previous business day by calling at +371 67087927 or by writing an e-mail to IR@conexus.lv;
  • at the Registration of Shareholders on the meeting day.

 

Draft Decision Joint Stock Company "Conexus Baltic Grid" Extraordinary Meeting of Shareholders December 20, 2017

Amendments to the Articles of Association of the Joint Stock Company "Conexus Baltic Grid"

 

1. To amend the Articles of Association of the Joint Stock Company "Conexus Baltic Grid" as follows:

1.1. To amend Section 7.12. of the Articles of Association as follows:

"7.12. The Supervisory Council shall consist of 7 (seven) members."

1.2. To amend paragraph 2 of Section 7.13. of the Articles of Association as follows:

"Members of the Supervisory Council who have commenced performance of their duties before 31 December 2017 shall hold the office until 30 December 2017 (inclusive).

1.3. To amend paragraph 6 of Section 7.13. of the Articles of Association as follows:

"Candidates with the largest number of votes cast in their favour by the Shareholders’ Meeting shall be deemed to be elected to the Supervisory Council."

1.4. To amend Section 7.14. of the Articles of Association as follows:

"7.14. The Chairman of the Supervisory Council and one Vice-Chairman shall be elected by simple majority of votes of the Supervisory Council from amongst themselves."

1.5. To amend Section 7.23. of the Articles of Association as follows:

"7.23. The Management Board of the Company shall comprise of 3 (three) members. The members of the Management Board shall be elected by the Supervisory Council for a term of 3 (three) years. Members of the Management Board who have commenced performance of their duties before 31 December 2017 shall hold the office until election of the new members of the Management Board."

1.6. To amend Section 7.24. of the Articles of Association as follows:

"7.24. The members of the Supervisory Council shall elect the Chairman of the Management Board from amongst the members of the Management Board."

1.7. To amend Section 7.29. of the Articles of Association as follows:

"7.29. Meetings of the Management Board shall be convened at necessity, but at least one time in a month. Meetings are convened by the Chairman of the Management Board. The Management Board is entitled to decide on issues, if at least 2 (two) members of the Management Board are present. Management Board meetings shall be held in accordance with the procedure stipulated by the Management Board Regulation."

1.8. To amend Section 7.34. of the Articles of Association as follows:

"7.34. The Company may be represented by any two Management Board members jointly."

2. The amendments to Sections 7.12., 7.14., 7.23., 7.24., 7.29. and 7.34. of the Articles of Association enter into force on 31 December 2017.

DRAFT RESOLUTIONS

PROPOSALS OF THE SHAREHOLDER 

Management Board of Joint Stock Company "Conexus Baltic Grid"

Joint Stock Company "Conexus Baltic Grid"

Unified registration No. 40203041605

Legal address: 6 Aristida Briāna Street,

Riga, Latvia, LV-1001

More information:

Normunds Čižiks

phone +371 67087927

IR@conexus.lv

Atpakaļ